Common use of Services to be Rendered Clause in Contracts

Services to be Rendered. (a) Executive shall perform such duties as are usually performed by an Executive with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account Executive's expertise and job responsibilities. During the term of this Agreement, Executive agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive will use Executive's best efforts to promote the interests of the Company. (b) During this Agreement, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of Executive's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of Executive, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other facilities commensurate and suitable to his position and adequate for the performance of his duties hereunder.

Services to be Rendered. (a) Executive Employee shall perform such duties as are usually performed by an Executive Employee with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account ExecutiveEmployee's expertise and job responsibilities. During the term of this Agreement, Executive Employee agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive Employee and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive Employee will use ExecutiveEmployee's best efforts to promote the interests of the Company. (b) During the term of this Agreement, it shall not be a violation of this Agreement for Executive Employee to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of ExecutiveEmployee's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive Employee outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of ExecutiveEmployee, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive Employee related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other furnish facilities commensurate and suitable to his Employee’s position and adequate for the performance of his duties hereunder.

Services to be Rendered. (a) Executive shall perform such duties as are usually performed by an Executive with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account Executive's expertise and job responsibilities. During the term of this Agreement, Executive agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive will use Executive's best efforts to promote the interests of the Company. (b) During this Agreement, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal 2 investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of Executive's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of Executive, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other facilities commensurate and suitable to his position and adequate for the performance of his duties hereunder.

Services to be Rendered. (a) Executive Employee shall perform such duties as are usually performed by an Executive Employee with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account ExecutiveEmployee's expertise and job responsibilities. During the term of this Agreement, Executive Xxxxxxxx agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive Employee and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive Employee will use ExecutiveEmployee's best efforts to promote the interests of the Company. (b) During the term of this Agreement, it shall not be a violation of this Agreement for Executive Employee to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of ExecutiveEmployee's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive Employee outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of ExecutiveEmployee, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive Employee related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other furnish facilities commensurate and suitable to his Employee’s position and adequate for the performance of his duties hereunder.

Services to be Rendered. (a) Executive Employee shall perform such duties as are usually performed by an Executive Employee with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account ExecutiveEmployee's expertise and job responsibilities. During the term of this Agreement, Executive Employee agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive Employee and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive Employee will use ExecutiveEmployee's best efforts to promote the interests of the Company. (b) During the term of this Agreement, it shall not be a violation of this Agreement for Executive Employee to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of ExecutiveEmployee's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive Employee outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of ExecutiveEmployee, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive Employee related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other furnish facilities commensurate and suitable to his Employee's position and adequate for the performance of his duties hereunder.

Services to be Rendered. (a) Executive Employee shall perform such duties as are usually performed by an Executive Employee with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account ExecutiveEmployee's expertise and job responsibilities. During the term of this Agreement, Executive Employee agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive Employee and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive Employee will use ExecutiveEmployee's best efforts to promote the interests of the Company. (b) During the term of this Agreement, it shall not be a violation of this Agreement for Executive Employee to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of ExecutiveEmployee's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive Employee outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of ExecutiveEmployee, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive Employee related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other furnish facilities commensurate and suitable to his Employee’s position and adequate for the performance of his duties hereunder. Such facilities shall be located in or near Franklin, Tennessee.

Services to be Rendered. (a) Executive shall perform such duties as are usually performed by an Executive with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account Executive's expertise and job responsibilities. During the term of this Agreement, Executive agrees to devote his her full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive will use Executive's best efforts to promote the interests of the Company. (b) During this Agreement, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of Executive's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive outside the scope of his her employment and permitted pursuant to the provisions hereof, shall inure to the benefit of Executive, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other facilities commensurate and suitable to his her position and adequate for the performance of his her duties hereunder.

Services to be Rendered. (a) The Company hereby agrees to employ the Executive as Executive Vice President and Chief Administrative Officer to serve at its headquarters office located in the Naples, Florida area, subject to the terms, conditions and provisions of this Agreement. The Executive hereby accepts such employment and agrees to serve without additional compensation, if elected, in any other senior executive position of the Company reasonably requested of him and as an officer and/or director of any subsidiary of the Company in accordance with Section 7 hereof. The Executive shall perform devote his full-time best efforts to such duties as are usually performed by an Executive with the position set forth employment and shall apply substantially that degree of skill and diligence in Schedule 1 of a business similar in size and scope as rendering services to the Company and such other its subsidiaries under this Agreement as would be applied by a person of ordinary prudence and comparable experience under similar circumstances. In connection therewith, the Executive shall report to and be subject to the direction of the President and CEO and the Board of Directors. Notwithstanding the foregoing, the Executive may devote a reasonable additional duties as may be prescribed from amount of his time to time by the Company which are reasonable his personal investments and consistent with the Company's operations, taking into account Executive's expertise and job responsibilities. During the term business affairs (including service as a director of this Agreement, Executive agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive unaffiliated companies) and to use reasonable efforts to perform faithfully civic and efficiently such responsibilities. The Executive will use Executive's best efforts to promote the interests of the Company. (b) During this Agreement, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of Executive's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of Executive, and the Company shall not claim any entitlement theretoactivities; provided, however, that the Executive shall not accept any income derived by Executive related to the position as a director of any unaffiliated for-profit business organization without advance approval of the Company's Board of Directors (which approval shall not be unreasonably withheld). The Company understands that Executive has ownership in the following three companies: Kaizen Dynamics, includingInc. D/B/A Cass Bettinger & Associates; Corporate Culture Dynamics, without limitationInc.; and Bxxx XXX Xxxxxxk, compensation for serving on boards of directors of and agrees that Executive will be permitted to maintain that ownership. The Company expects that Executive will conduct business with these companies in an appropriate manner which does not jeopardize Executive=s integrity or that of the Company has a significant investment, shall be paid over to and does not conflict with the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other facilities commensurate and suitable to his position and adequate for the performance of his duties hereunderfill-time best efforts as contemplated.

Services to be Rendered. (a) Executive shall perform such duties as are usually performed by an Executive with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account Executive's expertise and job responsibilities. During the term of this Agreement, Executive agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive will use Executive's best efforts to promote the interests of the Company. (b) During this Agreement, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of Executive's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of Executive, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Company shall furnish, at Executive's principal place of employment, an office, furnishings, secretary and such other furnish facilities commensurate and suitable to his Executive's position and adequate for the performance of his duties hereunder.

Services to be Rendered. (a) Executive shall perform such duties as are usually performed by an Executive with the position set forth in Schedule 1 of a business similar in size and scope as the Company and such other reasonable additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company's operations, taking into account Executive's expertise and job responsibilities. During the term of this Agreement, Executive agrees to devote his full time and attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to Executive and to use reasonable efforts to perform faithfully and efficiently such responsibilities. The Executive will use Executive's best efforts to promote the interests of the Company. (b) During this Agreement, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage personal investments or companies in which personal investments are made so long as such activities do not significantly interfere with the performance of Executive's responsibilities with the Company and which companies are not in direct competition with the Company. Any income incurred by Executive outside the scope of his employment and permitted pursuant to the provisions hereof, shall inure to the benefit of Executive, and the Company shall not claim any entitlement thereto; provided, however, that any income derived by Executive related to the business of the Company, including, without limitation, compensation for serving on boards of directors of companies in which the Company has a significant investment, shall be paid over to the Company as and when received. (c) During the term of this Agreement, the Employee shall serve as CTO of MTM and President of the Company and shall furnishperform such duties as are determined from time to time by the Employer's respective Board of Directors, at Executiveprovided, however, that such duties shall be generally consistent with such duties as are customarily performed by a senior executive officer of a corporation. Such job description shall not be deemed to be the sole responsibilities of Employee, which responsibilities shall be determined from time to time by the respective Employer's principal place Board of employmentDirectors. Upon the consummation of the Merger, an officeEmployee acknowledges that he will assume the CTO Responsibilities for MTM and its subsidiaries as set forth in Schedule A. If requested by MTM's Board of Directors, furnishingsEmployee shall serve, secretary in addition to its responsibilities hereof as CTO of MTM, as a senior executive officer of one or more other subsidiaries of the Company or MTM and shall, in the performance of such duties, comply with the policies of the Board of Directors of such subsidiary. Upon such appointment, such functions shall be included in Schedule A. If Employee shall be elected or appointed a director of the Company or any other facilities commensurate and suitable subsidiary of MTM or a subsidiary of the Company during the term of this Agreement, he will serve in such capacity without further compensation, provided, however, that Employee shall be entitled to his position and adequate be reimbursed to the same extent as other directors thereof for expenses incurred in the performance of his duties hereunderas a director thereof. Employee shall also, without additional compensation other than reimbursement of reasonable expenses, serve on an advisory management committee reporting to MTM's Board of Directors ("Management Committee"). The Management Committee shall be comprised of Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx and Employee for such period of time such individuals are employed by MTM as senior executive officers. The Management Committee shall not have the right to establish policy or make strategic decisions, all of which are reserved to MTM's Board of Directors. Unless prevented by death or disability, the Employee shall devote his full business time, allowing for vacations and holidays, as set forth in Sections 5(e) and (f) hereof, and illnesses, exclusively to the business and affairs of the Employer and its respective subsidiaries, and shall use his best efforts, skill and abilities to promote its interests. Nothing herein contained shall be construed as preventing the Employee from purchasing securities in any publicly held entity which competes with the Company or MTM, if such purchases shall not result in his owning beneficially 2% or more of the equity securities of such company. Without limiting the foregoing, at all times during the Term: (a) Employee shall serve as CTO of MTM and provide the services necessary to carry out the CTO Responsibilities and serve as the President of the Company and in connection with acting as President, shall be responsible for the day to day operations of the Company and report solely to the Company's Board of Directors or MTM's Chief Executive Officer, provided however that the Company shall not have an officer senior to Employee other than the individual then currently serving as CEO of MTM, to whom non-financial employees of the Company report; (b) Employer shall not appoint anyone other than Employee to perform CTO responsibilities without the consent of Employee. Employer and Employee agree that in the event MTM acquires another entity, that the parties hereto shall in good faith determine based on the CTO Responsibilities then being performed, which aspects of any such acquisition shall be encompassed in CTO Responsibilities; (c) In the event MTM's Chief Executive Officer and Employee disagree as to a matter before the Management Committee or day to day operations of the Company, Employee shall have access to MTM's Board of Directors to set forth his position; (d) The Company shall have its own budget, developed by Employee and approved by the Board of Directors of MTM and the Company, with the right of such Board, or its designee, to modify or amend same after consultation with Employee from time to time; (e) The Management Committee (or the Chief Executive Officer and Employee, if the Board of Directors shall determine) shall review the budget for those areas included in the CTO Responsibilities, which budget may be accepted, modified or amended by the Board of Directors of MTM or its designee from time to time; (f) Employee shall primarily perform his duties in the Company's or MTM's Valley Cottage office for as long as network management service operations are conducted out of at least one of such facilities and to the extent not otherwise operated at such location, at MTM's or the Company's location where such services are primarily performed, provided such office is within 25 miles of the Valley Cottage, New York office and in the event none of the above are applicable and MTM's executive offices are located at MTM's current midtown Manhattan offices, out of MTM's midtown Manhattan office. Notwithstanding the above, Employee acknowledges and agrees that to the extent his services are required at a job site or an office of MTM or a subsidiary or division thereof other than Employee's primary base location at a time when Employee does not have other commitments with respect to his CTO Responsibilities, Employee shall spend as much time as is reasonably required at such locations to perform the necessary services required, provided such services are consistent with his responsibilities as a CTO. (g) Employee shall be a member of the Management Committee. Each of the foregoing (a)- (g) shall be hereinafter referred to as a "Key Employment Term."