SERVICES; DUTIES Clause Samples

SERVICES; DUTIES. (a) The Director’s duties will include without limitation: (a) making reasonable business efforts to attend all scheduled meetings of the Board as described below; (b) serving on the Committees listed above, and making reasonable business efforts to attend all meetings of each Committee of which the Director is a member; and (c) performing such other customary duties and responsibilities assigned to the Director by the Chairman of the Board (collectively, the “Services”). The Director shall perform his Services on behalf of the Company in good faith and in a manner that is in the best interests of the Company. (b) The Company currently intends to hold during each calendar year: (i) at least four (4) Board meetings to be held likely via conference call or video call; however, occasional in-person Board meetings may be required; and (ii) at least one (1) annual stockholders’ meeting. The Board and its committees will hold additional meetings as may be required by the business and affairs of the Company. In fulfilling his responsibilities as a member of the Board, the Director agrees that he shall act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. (c) The Director will use his best efforts to provide the Services to the Company, to promote the interests of the Company, and to devote the time necessary to faithfully perform his duties and the Services. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity may have priority and (ii) sits or may sit on the board of directors of other entities, subject to any limitations set forth by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common stock is listed or traded. So long as any outside activities do not create a conflict, interfere, or violate the Director’s obligations under this Agreement or the Director’s fiduciary duties to the Company and the stockholders, the Director may be employed by another company, may serve on other boards of directors or advisory boards, and may engage in any other business activity. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities and use reasonable business efforts to coordinate his r...

SERVICES; DUTIES. Executive shall have the general duties, responsibilities and authority of a Chief Marketing Officer, subject to the power of the Chief Executive Officer and/or the Board to expand or limit such duties, responsibilities and authority. Executive agrees to loyally perform the duties assigned to Executive from time to time, and all duties associated therewith, to the best of Executive’s abilities, to be familiar with the Company’s policies as they exist from time to time which relate to Executive’s duties, and to abide by the Company’s By-laws, Board direction, and all policies and procedures as they exist from time to time, provided that in the event of a conflict between any Company policy or procedure and the terms of this Agreement, the terms of this Agreement shall control unless contrary to applicable law. While the Company employs Executive, Executive will not engage in any business activity or outside employment that might conflict with the Company’s interests or might adversely affect the performance of Executive’s duties for the Company.

SERVICES; DUTIES. Consultant shall report to the Chairman of the Board of Directors of the Partnership’s general partner. Consultant shall have such duties and obligations as may be reasonably requested by the Partnership’s Chairman from time to time. Consultant agrees to perform his duties and responsibilities in a diligent, careful, prompt and proper manner and to be available to devote not less than twenty (20) hours per week of his business time and efforts to the interests of the Partnership and/or the combined retail business organization Consultant shall diligently and conscientiously devote his time and effort consistent with the terms of this Agreement, applicable law, and the general performance guidelines established by the Partnership. Consultant is not party to any other agreement, or under any other duty, which will interfere or conflict with his full compliance with this Agreement. Consultant will not enter into any agreement or undertake any other duty, whether written or oral, in conflict with the provisions of this Agreement. Additionally, Consultant agrees and acknowledges that he shall be expressly subject to the restrictive covenants and other restrictions, including those in Section 5,6 and 11, provided for under his Separation and Restrictive Covenant Agreement, dated as of even date herewith, by and between Consultant and the Partnership (the “Separation Agreement”) and nothing herein is intended to in any way modify, enhance or reduce the scope or duration of such restrictive covenants or Partnership’s obligation to Consultant. In the performance of his duties, Consultant shall comply with the policies of the Partnership, as in effect from time to time. Partnership will make Consultant aware of all policies it intends Consultant to comply with. To the extent the Partnership requests for Consultant’s services conflict with other personal or professional obligations of Consultant, the Partnership agrees to make reasonable efforts to schedule around such obligations.

SERVICES; DUTIES. (a) During the term of Employee’s employment hereunder, Employee shall serve in the capacities and perform the duties and responsibilities described in numbered item 5 of Addendum A, or as are normally associated with the position of Executive Vice President. The Employee shall also perform such additional or other duties as may be delegated to Employee by the President or the Board of Directors; provided, however, that such additional or other duties shall be (i) consistent with the needs of Company, (ii) consistent with Employee’s skills and experience, and (iii) commensurate with Employee’s title and level of compensation. Any material diminution or increase in Employee’s duties or responsibilities, or change in duties or responsibilities that would require Employee to engage in employment outside the Atlanta metropolitan area for periods of time materially greater than those required while Employee was employed by Holdings, must be approved by Employee. (b) During the term of Employee’s employment hereunder, except for periods of illness, disability, reasonable vacation periods, and reasonable leaves of absence, all subject to policies generally applicable to other senior executives of Company or Cross Country Healthcare, Inc. (“Cross Country”), Employee shall devote substantially all of Employee’s business time, attention, energy and skill to the business of Company, and shall perform such services in a faithful, competent, and diligent manner at the direction of the President. Employee shall take actions that are reasonable and consistent with Employee’s past practices as the former Chief Financial Officer of Holdings. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Company. Employee shall be eligible to participate as a member in community, civic, religious, or similar organizations, including service on the board of directors or trustees of such organizations, and may pursue personal investments which do not present any conflict of interest with Company, or unfavorably affect the performance of Employee’s duties pursuant to this Agreement. (c) The foregoing notwithstanding, Company acknowledges and agrees that (i) Employee will be engaged by Holdings as an independent contractor (with signature authority) to provide certain services to Holdings that are necessary and appropriate to wind down, liquidate, and dissolve the MDA businesses and the ESOP Trust that ow...

SERVICES; DUTIES. Executive shall have the normal duties, responsibilities and authority of an Executive Vice President, subject to the power of the Board to expand or limit such duties, responsibilities and authority. The Executive shall devote Executive's full time and effort to the business of the Company. The Executive shall perform the duties and obligations required of the Executive hereunder in a competent, efficient and satisfactory manner at such hours and under such conditions as the performance of such duties and obligations may require.

SERVICES; DUTIES. During the term of this Agreement, Consultant shall: (a) Be engaged by the Company as a Special Consultant to carry out whatever duties that will most effectively assist the Company and under direction of the Company’s board of directors and/or the executives of ESSI (the “Board’); (b) Consultant shall undertake the Duties as assigned to substantially meet the goals and objectives of the Board, and the management of the Company. Furthermore, the Consultant shall work in accordance with standard practices and work schedule(s) substantially similar to those of others similarly situated; and, (c) Consultant shall be involved in training, business development, sales and marketing, and during his engagement with the Company, he shall not, during the term of this Agreement, be engaged in any other business activities which will significantly interfere or conflict with the reasonable performance of his Duties hereunder.

SERVICES; DUTIES. Executive shall have the normal duties, responsibilities and authority of a Senior Vice President — CEO of The GolfWorks, subject to the power of the President to expand or limit such duties, responsibilities and authority. The Executive shall devote Executive’s full time and effort to the business of the Company. The Executive shall perform the duties and obligations required of the Executive hereunder in a competent, efficient and satisfactory manner at such hours and under such conditions as the performance of such duties and obligations may require.

SERVICES; DUTIES. 3.1 Consultants agrees that they will at all times faithfully, industriously, and to the best of their skill, ability, experience and talents, perform all of the duties and Services required in the position, to further develop and grow the business. In carrying out these duties and responsibilities and in rendering the Services, Consultants shall comply with all Company policies, procedures, rules and regulations, both written and oral, as are announced by the Company’s management from time to time. It is also understood and agreed to by Consultants that their Services and reporting arrangements may be changed by the Company’s management in its sole discretion. 3.2 Except as may otherwise be agreed by the Company and Consultants during the Term, Consultants shall devote their business time and attention in rendering the Services and to such duties as may be assigned to them by the Company, and shall faithfully and diligently serve and promote and further the best interests of the Companies, and shall not disclose the private affairs of the Companies, or any secrets of the Company. Concurrently with the signing of this Agreement, Consultants and Companies shall sign and deliver the Non- Disclosure and Confidentiality Agreement attached hereto as Schedule “B” and forming part of this Agreement by this reference (the “NDA”). Nothing in this Agreement shall prevent Consultant from serving on the board of directors of charitable organizations or other business entities not in competition with the Company. 3.3 The Consultants acknowledge that the Companies purpose in pursuing the further development of the Business, is to gain a significant competitive advantage over competitors operating without the Services of the Consultants and that such advantage will be jeopardized if such competitors learn of the performance by the Consultants of their obligations hereunder. Accordingly, Consultants agrees to keep the performance of their obligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permission of the Companies. In no event, shall the Consultants use the Companies as a reference in marketing the Consultant’s services to any third party or entity without the Companies prior written permission. 3.4 The Consultants warrants and represents that the Results and Proceeds of its Services will not infringe upon any copyright, patent, trade-▇▇▇▇, trade name, trade secret or other intellectual ...

SERVICES; DUTIES. (a) SERVICES AND ENGAGEMENT PERIOD. Occidental shall engage the Executive to 1) serve as Chief Executive Officer of Occidental or its successor entity for a period of not more than 4 months or until a successor is appointed, 2) to serve as Director and Chairman of the Board of Directors - any such director responsibilities to be in a non executive capacity, to provide consulting services as deemed necessary by the CEO and/or committees of the Board of Directors ( in aggregate the "Employment Period") commencing on the date hereof (the "Effective Date") and continuing thereafter for a term of five years until the fifth anniversary of the Effective Date unless terminated in accordance with the provisions of this Agreement.