Term and Positions. (a) Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall begin on January 1, 1998 and shall continue through December 31, 1998 (the "Original Term"). The Original Term may be extended for additional terms of one year each (each, a "Renewal Term") upon the mutual agreement of Employer and Employee. (b) Employee shall, without any compensation in addition to that which is specifically provided in this Agreement, serve as Senior Vice President and General Counsel of Employer, and a member of the board of directors and in such other offices or positions with any subsidiary or affiliate of Employer as shall, from time to time, be assigned reasonably by the Board (but such office or positions shall be consistent with the duties, offices or positions hereinbefore named). It is agreed that in addition to the provisions of Section 4(e) of this Agreement and any other obligations due him hereunder, Employee shall be entitled to the protection of the applicable indemnification provisions of the Articles of Incorporation and Code of Regulations of Employer and the corporate or partnership organizational documents of any such subsidiary or affiliate. Employer will use all commercially reasonable efforts to maintain its directors and officers liability insurance for the benefit of, among others, Employee. For purposes of this Agreement, the term: (i) "affiliate," when used with reference to Employer, means any entity which, directly or indirectly through one or more intermediaries, is controlled by, under common control with, or which controls, Employer; (ii) "control" means (A) the power to direct the management and policies of the entity in question, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and (B) "controlled" and "controlling" have meanings correlative to the foregoing; and (iii) "subsidiary" means, with reference to Employer, any corporation, general or limited partnership, limited liability company, association or other business entity (A) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partners interests are, at the time any determination is being made, owned, controlled or held by Employer or (B) that, at the time any determination is being made, is otherwise controlled, by Employer or one or more subsidiaries of Employer or by Employer and one or more subsidiaries of Employer.
Appears in 1 contract
Samples: Employment Agreement (Lexford Residential Trust /Md/)
Term and Positions. (a) Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall begin on January June 1, 1998 1997 and shall continue through December May 31, 1998 2000 (the "Original Term"). The Original Term may be extended for additional terms of one year each (each, a "Renewal Term") upon the mutual agreement of Employer and Employee.
(b) Employee shall, without any compensation in addition to that which is specifically provided in this Agreement, serve as Senior Vice President and General Counsel of Employer, and a member of the board of directors and in such other offices or positions with any subsidiary or affiliate of Employer CRSI as shall, from time to time, be assigned reasonably by the Board Board, the Committee or CRSI's chief executive officer (but such office or positions shall be consistent with the duties, offices or positions hereinbefore named as well as the location hereinafter named). It is agreed that in addition to the provisions of Section 4(e4(c) of this Agreement and any other obligations due him her hereunder, Employee shall be entitled to the protection of the applicable indemnification provisions of the Articles of Incorporation and Code of Regulations of CRSI, the limited liability company organizational documents of Employer and the corporate or partnership organizational documents of any such subsidiary or affiliate. Employer will use all commercially reasonable efforts to maintain its directors and officers liability insurance for the benefit of, among others, Employee. Employer shall provide Employee, upon request, evidence that such insurance has been obtained, and, if not, what steps Employer plans to take to obtain such coverage. Further, Employer shall continue to employ such efforts until coverage is so obtained. For purposes of this Agreement, the term: (i) "affiliate," when used with reference to Employerany Person, means any entity which, directly or indirectly through one or more intermediaries, is controlled by, under common control with, or which controls, Employersuch Person; (ii) "control" means (A) the power to direct the management and policies of the entity in question, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and (B) "controlled" and "controlling" have meanings correlative to the foregoing; and (iii) "subsidiary" means, with reference to Employerany Person, any corporation, general or limited partnership, limited liability company, association or other business entity (in each case, a "Person") (A) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partners partners' or similar managing interests are, at the time any determination is being made, owned, controlled or held held, directly or indirectly, by Employer such Person or (B) that, at the time any determination is being made, is otherwise controlled, by Employer such Person or one or more subsidiaries of Employer such Person or by Employer such Person and one or more subsidiaries of Employersuch Person.
Appears in 1 contract
Samples: Employment Agreement (Cardinal Realty Services Inc)
Term and Positions. (a) Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall begin on January April 1, 1998 1996 and shall continue through December March 31, 1998 1997 (the "Original Term"). The Original Term may be extended for additional terms of one year each (each, a "Renewal Term") upon the mutual agreement of Employer and Employee.
(b) Employee shall, without any compensation in addition to that which is specifically provided in this Agreement, serve as Senior Executive Vice President and General Counsel of Employer, and a member of the board of directors and in such other offices or positions with any subsidiary or affiliate of Employer as shall, from time to time, be assigned reasonably by the Board (but such office or positions shall be consistent with the duties, offices or positions hereinbefore named). It is agreed that in addition to the provisions of Section 4(e) of this Agreement and any other obligations due him hereunder, Employee shall be entitled to the protection of the applicable indemnification provisions of the Articles of Incorporation and Code of Regulations of Employer and the corporate or partnership organizational documents of any such subsidiary or affiliate. Employer will use all commercially reasonable efforts to maintain its directors and officers liability insurance for the benefit of, among others, Employee. Employer shall provide Employee, by April 30, 1996, evidence that such insurance has been obtained, and, if not, what steps Employer plans to take to obtain such coverage. Further, Employer shall continue to employ such efforts until coverage is so obtained. For purposes of this Agreement, the term: (i) "affiliate," when used with reference to Employer, means any entity which, directly or indirectly through one or more intermediaries, is controlled by, under common control with, or which controls, Employer; (ii) "control" means (A) the power to direct the management and policies of the entity in question, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and (B) "controlled" and "controlling" have meanings correlative to the foregoing; and (iii) "subsidiary" means, with reference to Employer, any corporation, general or limited partnership, limited liability company, association or other business entity (A) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partners interests are, at the time any determination is being made, owned, controlled or held by Employer or (B) that, at the time any determination is being made, is otherwise controlled, by Employer or one or more subsidiaries of Employer or by Employer and one or more subsidiaries of Employer.
Appears in 1 contract
Samples: Employment Agreement (Cardinal Realty Services Inc)
Term and Positions. (a) Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall begin on January 1April 15, 1998 1996 and shall continue through December 31April 14, 1998 1997 (the "Original Term"). The Original Term may be extended for additional terms of one year each (each, a "Renewal Term") upon the mutual agreement of Employer and Employee.
(b) Employee shall, without any compensation in addition to that which is specifically provided in this Agreement, serve as Senior Vice President and General Counsel Manager of Employer, and a member Advisory Services of the board of directors Employer and in such other offices or positions with any subsidiary or affiliate of Employer as shall, from time to time, be assigned reasonably by the Board (but such office or positions shall be consistent with the duties, offices or positions hereinbefore named). It is agreed that in addition to the provisions of Section 4(e) of this Agreement and any other obligations due him hereunder, Employee shall be entitled to the protection of the applicable indemnification provisions of the Articles of Incorporation and Code of Regulations of Employer and the corporate or partnership organizational documents of any such subsidiary or affiliate. Employer will use all commercially reasonable efforts to maintain its directors and officers liability insurance for the benefit of, among others, Employee. For purposes of this Agreement, the term: (i) "affiliate," when used with reference to Employer, means any entity which, directly or indirectly through one or more intermediaries, is controlled by, under common control with, or which controls, Employer; (ii) "control" means (A) the power to direct the management and policies of the entity in question, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and (B) "controlled" and "controlling" have meanings correlative to the foregoing; and (iii) "subsidiary" means, with reference to Employer, any corporation, general or limited partnership, limited liability company, association or other business entity (A) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partners interests are, at the time any determination is being made, owned, controlled or held by Employer or (B) that, at the time any determination is being made, is otherwise controlled, by Employer or one or more subsidiaries of Employer or by Employer and one or more subsidiaries of Employer.
Appears in 1 contract
Samples: Employment Agreement (Cardinal Realty Services Inc)