Common use of Term of Employment Duties Clause in Contracts

Term of Employment Duties. From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger by and among the Company, Champion and PC Merger Sub dated as of April 12, 1996, as amended May 29, 1996, and as such agreement may be amended from time to time (the "Merger Agreement")), the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for an additional period of five years (each such period, a "Renewal Period") at the end of the Initial Term and at the end 2 of each Renewal Period, if any, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time or if the Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Chief Executive Officer of the Company serving at the will of the Board of Directors of the Company (the "Board") with, subject to the express terms and conditions hereof, the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries; PROVIDED, HOWEVER, that subject to the provisions of Section 10, Executive may devote a portion of his time while an employee of the Company to international commitments and other personal, philanthropic and business affairs and interests (including but not limited to businesses providing security, catering, cleaning and related services on an international basis to commercial establishments), to the extent such activities do not materially interfere with the performance of his duties and obligations to the Company; and PROVIDED, FURTHER, that Executive may also attend various industry board and other meetings of professional societies of which he is a member, consistent with his past practice while an employee of the Company. In addition, (i) for so long as Executive is a Shareholder Director (as defined in the Shareholder Agreement of the Company to be entered into in connection with the Merger (the "Shareholder Agreement")), Executive shall serve as the Vice Chairman of the Board, and (ii) for so long as Executive shall serve as a member of the Board, he shall serve as Chairman of the Executive Committee of the Board (the "Executive Committee"). The Executive agrees to use his authorities as Chief Executive Officer, as Vice Chairman of the Board and as a member of the Executive Committee to manage and cause others to manage 3 the Company in accordance with the management guidelines set forth on Exhibit A hereto; PROVIDED, HOWEVER, that nothing in this Section shall require the Executive to violate or breach his duties under the law of the state of incorporation of the Company or any other applicable laws. The Company agrees to use its best efforts to manage and cause others to manage the Company in accordance with the management guidelines set forth in Exhibit A hereto.

Term of Employment Duties. From (a) As used herein, the phrase “Term of Employment” shall mean the period commencing on the date hereof Effective Date and ending immediately on the earliest to occur of the sixth anniversary of the Effective Date or the date of termination of the Executive’s employment in accordance with any one of Sections 6(a) through 6(e) below; provided, however, that the Term of Employment may be extended after the sixth anniversary of the Effective Date, but only by action of the Company’s Board of Directors approving the terms and conditions of an offer of any such extension and giving written notice to Executive of such offer at least 60 days prior to the Effective Time expiration of the then effective Term of Employment, followed by Executive’s acceptance of such offer within such time as may be provided by the Board as a condition of such offer. (b) The Company hereby agrees to employ Executive as defined its Chief Executive Officer and as its Chairman, in each case, for the Agreement Term of Employment, and Plan Executive agrees to serve in these capacities with the duties and responsibilities customary to such positions in a company of Merger by the size and among nature of the Company, Champion protecting, encouraging and PC Merger Sub dated as promoting the interests of April 12, 1996, as amended May 29, 1996the Company, and performing such other duties consistent with the offices held by Executive as such agreement may be amended reasonably assigned to him from time to time (the "Merger Agreement")), the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for an additional period of five years (each such period, a "Renewal Period") at the end of the Initial Term and at the end 2 of each Renewal Period, if any, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time or if the Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior AgreementBoard. During the TermTerm of Employment, the Executive shall be employed as the Chief Executive Officer of the Company serving at the will of the Board of Directors of the Company (the "Board") with, subject report solely and directly to the express terms and conditions hereof, the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. The Board. (c) Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy time and attention to his duties on the business Company’s behalf except for sick leave, vacations and approved leaves of the Company and its subsidiariesabsence; PROVIDEDprovided, HOWEVERhowever, that subject to the provisions of Section 10, nothing shall preclude Executive may devote a portion of his time while an employee of the Company to international commitments and other personal, philanthropic and business affairs and interests (including but not limited to businesses providing security, catering, cleaning and related services on an international basis to commercial establishments), to the extent such activities do not materially interfere with the performance of his duties and obligations to the Company; and PROVIDED, FURTHER, that Executive may also attend various industry board and other meetings of professional societies of which he is a member, consistent with his past practice while an employee of the Company. In addition, from (i) for so long as Executive is a Shareholder Director (as defined in the Shareholder Agreement of the Company to be entered into in connection with the Merger (the "Shareholder Agreement"))managing his personal investments and affairs, Executive shall serve as the Vice Chairman of the Board, and (ii) for so long as Executive shall serve participating in civic and nonprofit activities and (iii) participating as a member of the Board, board of directors of such other companies as he shall may be invited and elected to serve as Chairman of with the Executive Committee consent of the Board (the "Executive Committee"). The Executive agrees to use his authorities as Chief Executive Officer, as Vice Chairman of the Board Company, which consent shall not be unreasonably withheld; provided that in each case, the Executive shall not knowingly engage in activities inconsistent with the Company’s ethics codes and other conflicts of interests policies in effect from time to time or which materially interfere with or adversely affect the performance of Executive’s duties under this Agreement and provided further, that Executive shall resign as a member of the Executive Committee to manage and cause others to manage 3 board of directors of another company if so requested by the Company in accordance with the management guidelines set forth on Exhibit A hereto; PROVIDED, HOWEVER, that nothing in this Section shall require the Executive to violate or breach his duties under the law of the state of incorporation of the Company or any other applicable laws. The Company agrees to use its best efforts to manage and cause others to manage the Company in accordance with the management guidelines set forth in Exhibit A heretoBoard.

Term of Employment Duties. From (a) As used herein, the phrase “Term of Employment” shall mean the period commencing on the date hereof Effective Date and ending immediately on the earliest to occur of the sixth anniversary of the Effective Date or the date of termination of the Executive’s employment in accordance with any one of Sections 6(а) through 6(е) below; provided, however, that the Term of Employment may be extended after the sixth anniversary of the Effective Date, but only by action of the Company’s Board of Directors approving the terms and conditions of an offer of any such extension and giving written notice to Executive of such offer at least 60 days prior to the Effective Time expiration of the then effective Term of Employment, followed by Executive’s acceptance of such offer within such time as may be provided by the Board as a condition of such offer. (b) The Company hereby agrees to employ Executive as defined its Chief Executive Officer and as its Chairman, in each case, for the Agreement Term of Employment, and Plan Executive agrees to serve in these capacities with the duties and responsibilities customary to such positions in a company of Merger by the size and among nature of the Company, Champion protecting, encouraging and PC Merger Sub dated as promoting the interests of April 12, 1996, as amended May 29, 1996the Company, and performing such other duties consistent with the offices held by Executive as such agreement may be amended reasonably assigned to him from time to time (the "Merger Agreement")), the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for an additional period of five years (each such period, a "Renewal Period") at the end of the Initial Term and at the end 2 of each Renewal Period, if any, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time or if the Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior AgreementBoard. During the TermTerm of Employment, the Executive shall be employed as the Chief Executive Officer of the Company serving at the will of the Board of Directors of the Company (the "Board") with, subject report solely and directly to the express terms and conditions hereof, the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. The Board. (c) Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy time and attention to his duties on the business Company’s behalf except for sick leave, vacations and approved leaves of the Company and its subsidiariesabsence; PROVIDEDprovided, HOWEVERhowever, that subject to the provisions of Section 10, nothing shall preclude Executive may devote a portion of his time while an employee of the Company to international commitments and other personal, philanthropic and business affairs and interests (including but not limited to businesses providing security, catering, cleaning and related services on an international basis to commercial establishments), to the extent such activities do not materially interfere with the performance of his duties and obligations to the Company; and PROVIDED, FURTHER, that Executive may also attend various industry board and other meetings of professional societies of which he is a member, consistent with his past practice while an employee of the Company. In addition, from (i) for so long as Executive is a Shareholder Director (as defined in the Shareholder Agreement of the Company to be entered into in connection with the Merger (the "Shareholder Agreement"))managing his personal investments and affairs, Executive shall serve as the Vice Chairman of the Board, and (ii) for so long as Executive shall serve participating in civic and nonprofit activities and (iii) participating as a member of the Board, board of directors of such other companies as he shall may be invited and elected to serve as Chairman of with the Executive Committee consent of the Board (the "Executive Committee"). The Executive agrees to use his authorities as Chief Executive Officer, as Vice Chairman of the Board Company, which consent shall not be unreasonably withheld; provided that in each case, the Executive shall not knowingly engage in activities inconsistent with the Company’s ethics codes and other conflicts of interests policies in effect from time to time or which materially interfere with or adversely affect the performance of Executive’s duties under this Agreement and provided further, that Executive shall resign as a member of the Executive Committee to manage and cause others to manage 3 board of directors of another company if so requested by the Company in accordance with the management guidelines set forth on Exhibit A hereto; PROVIDED, HOWEVER, that nothing in this Section shall require the Executive to violate or breach his duties under the law of the state of incorporation of the Company or any other applicable laws. The Company agrees to use its best efforts to manage and cause others to manage the Company in accordance with the management guidelines set forth in Exhibit A heretoBoard.

Term of Employment Duties. From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger by and among the Company, Champion and PC Merger Sub dated as of April 12, 1996, as amended May 29, 1996, and as such agreement may be amended from time to time (the "Merger Agreement")), the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth third anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDEDprovided, HOWEVERhowever, that the Term shall automatically be renewed for an one additional period of five two years (each such period, a "Renewal Period") at the end of the Initial Term and at the end 2 of each Renewal Period, if anyTerm, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDEDprovided, FURTHERfurther, that if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time or if the Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Chief Executive Officer Senior Vice President, Secretary and General Counsel of the Company Company, reporting to the President of the Company, serving at the will of the Board of Directors of the Company (the "Board") with, subject to the express terms and conditions hereof, with the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries; PROVIDED, HOWEVER, that subject to the provisions of Section 10, Executive may devote a portion of his time while an employee of the Company to international commitments and other personal, philanthropic and business affairs and interests (including but not limited to businesses providing security, catering, cleaning and related services on an international basis to commercial establishments), to the extent such activities do not materially interfere with the performance of his duties and obligations to the Company; and PROVIDED, FURTHER, that Executive may also attend various industry board and other meetings of professional societies of which he is a member, consistent with his past practice while an employee of the Company. In addition, (i) for so long as Executive is a Shareholder Director (as defined in the Shareholder Agreement of the Company to be entered into in connection with the Merger (the "Shareholder Agreement")), Executive shall serve as the Vice Chairman of the Board, and (ii) for so long as Executive shall serve as a member of the Board, he shall serve as Chairman of the Executive Committee of the Board (the "Executive Committee"). The Executive agrees to use his authorities as Chief Executive Officer, as Vice Chairman of the Board and as a member of the Executive Committee to manage and cause others to manage 3 the Company in accordance with the management guidelines set forth on Exhibit A hereto; PROVIDED, HOWEVER, that nothing in this Section shall require the Executive to violate or breach his duties under the law of the state of incorporation of the Company or any other applicable laws. The Company agrees to use its best efforts to manage and cause others to manage the Company in accordance with the management guidelines set forth in Exhibit A hereto.