Common use of Title; Capacity Clause in Contracts

Title; Capacity. The Employee shall serve as President and Chief Executive Officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties of the Employee may require from time to time. The Employee shall be based at the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Board of Directors (the "Board"). The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Board shall from time to time reasonably assign to him. Except during the Stub Period (defined herein below), the Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that for reasonable periods of time each month the Employee may engage in non-competitive business or charitable activities, such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities so long as such activities do not interfere with the Employee's responsibilities hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Date.

Title; Capacity. The Employee shall serve During the Agreement Term, the Company will employ Executive as President its Chief Medical Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of Vastera the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Employee may require Company as in effect from time to time. The Employee Executive shall be based at report directly to the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee CEO and shall be subject to the supervision of, and shall have such authority as is delegated to him Executive by, the Board CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based in Massachusetts. Subject to Section 4.3 below, the location of Directors (Executive’s employment is subject to change during the "Board")course of the Agreement Term as determined by the CEO in consultation with the Executive. The Employee Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Board may be reasonably assigned to Executive. Executive shall from time to time reasonably assign to him. Except during the Stub Period (defined herein below), the Employee agrees to devote substantially all of his entire business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude Executive from (i) performing services for reasonable periods of time each month the Employee may engage in non-competitive business or charitable activities, such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations to which companies as the Company may from time to time agreedesignate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and similar types of (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so long as such activities do not interfere to materially interfere, individually or in the aggregate, with the Employeeperformance of Executive's duties and responsibilities hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Date.

Title; Capacity. The Employee shall serve as Senior Vice President and Chief Executive Financial Officer of Vastera and as an officer or director of in such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries other reasonably comparable position as the duties Company or its Board of Directors (the Employee “Board”) may require determine from time to time. The Employee shall be based at the Company's ’s headquarters in DullesNewtown, Virginia Pennsylvania, or such other place within a 40-mile radius thereof, or places in the continental United States as may be the Board shall reasonably requested by the Companydetermine. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him the Employee by, the Board Board, President or Chief Executive Officer of Directors (the "Board")Company. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Board or its designee shall from time to time reasonably assign to himthe Employee. Except during the Stub Period (defined herein below), the The Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that for reasonable periods of time each month provided, that, the Employee may engage in serve as a non-competitive business executive director or charitable activities, such as activities involving, educational, religious and similar types trustee of organizations, speaking engagements, membership on the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities companies or entities so long as such activities do service does not unreasonably interfere with the Employee's responsibilities ’s duties hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that which may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules further agrees to abide by the applicable rules, practices, policies, restrictions and policies committed to writing as of principles outlined by the Effective DateBoard in its Corporate Policy Governance Manual and amendments adopted thereto.

Title; Capacity. The During the Employment Period, the Employee shall serve as President and the Company’s Chief Executive Officer and have such authority, power, duties and responsibilities as are customary for the chief executive officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties a corporation of the Employee may require from time to time. The Employee shall be based at size and nature of the Company's headquarters in Dulles, Virginia or and such other place within a 40-mile radius thereofauthority, power, duties and responsibilities as may be reasonably requested assigned to the Employee from time to time by the Company. The Board of Directors of the Company (the “Board”), and the Employee shall report solely to, and be subject to the supervision of, and shall have such authority as is delegated to him by, the Board of Directors (the "Board"). The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and position, such other duties and responsibilities as the Company's Board shall from time to time reasonably assign to him, and service on any board of the Company or its affiliates, in each case without additional compensation. Except during the Stub Period (defined herein below), the The Employee agrees to devote his entire reasonable best efforts and substantially all of his business time, attention and energies to the business and interests of the Company during the Employment Period. The Employee shall not engage in other business activities or perform services for any other Person without the prior written consent of the Board; provided provided, however, that for reasonable periods of time each month without such consent, the Employee may engage in non-competitive business such civic, community, education, religious, charitable or charitable activitiespublic service or participate in industry organizations and industry events, such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities so long as such activities do not interfere with the Employee's responsibilities ’s performance of his duties and obligations hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that which may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Datedate of this Agreement.

Title; Capacity. The 2.1 From September 1, 1996 through October 30, 1996 (the "Transition Period"), the Employee shall serve as the President and Chief Operating Officer of the Company and shall report to, and be subject to the supervision of, the Chief Executive Officer of the Company ("CEO"). From and after Novem ber 1, 1996, the Employee shall serve as President and Chief Executive Officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties of the Employee may require from time report to time. The Employee shall be based at the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Board of Directors of the Company (the "Board"). The Employee shall be based in Massachusetts to fulfill her duties and responsibilities to the Company. 2.2 The Employee hereby accepts such employment and agrees to undertake the such duties and responsibilities inherent in such position positions and such other duties and responsibilities as the Company's Board CEO or the Board, as the case may be, shall from time to time reasonably assign to himher. Except during the Stub Period (defined herein below), the The Employee agrees to devote his her entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that for reasonable periods of time each month , except with respect to incidental business activities and outside directorships which shall be fully disclosed to the Board by the Employee may engage and approved by the Board prior to engagement in non-competitive business or charitable activities, such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities so long as such activities do not or directorships (other than outside directorships with Waldxx Xxxversity and Bay Networks, Inc. (hereinafter "Current Directorships") which have been disclosed to and ap proved by the Board). None of any such directorships or activi ties shall, in the sole determination of the Board, cause a conflict of interest or interfere with the Employee's responsibilities performance of her duties hereunder. (The Company agrees that the Current Directorships do not conflict or interfere with the Employee's performance of her duties hereunder.) The Employee agrees to abide in all material respects by the all lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that which may be adopted from time to time by the Company, except to the extent inconsistent with this Agreement. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Datedate of this Agreement.

Title; Capacity. The During the Employment Period, the Employee shall serve as the President and Chief Executive Officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties of the Employee may require from time to time. The Employee shall be based at the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Board of Directors (the "Board"). The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Board of Directors of the Company (the "Board") shall from time to time reasonably assign to him. Except As Chief Executive Officer and President, the Employee shall be in charge of all business of the Company and shall direct all such business, subject only to the supervision and direction of the Company's Board of Directors. It is contemplated that, as Chief Executive Officer and President, the Employee will at all times serve on the Company's Board of Directors, and be its Chairman. The Company shall at all times during the Stub Period (defined herein below)term of this Agreement take all such action as may be available to it to cause the election of the Employee as Chairman of the Board and a Director of the Company and his maintenance in said offices at all times during the term of this Agreement, so long as he consents thereto. During the Employment Period, the Employee agrees to devote his entire full business time, attention and energies to the business and interests advancement of the Company during and its interests and to the Employment Period; provided that for reasonable periods discharge of time each month his duties and responsibilities hereunder, subject to illness, vacation and normal executive employment practices of the Company. The Employee shall not engage in any other business activity, except as may be approved by the Board in advance. Notwithstanding the requirements of the previous two sentences, the Employee may shall be permitted to engage in non-competitive business or charitable activities, such as the following activities involving, educational, religious and similar types of organizations, speaking engagements, membership on to the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities so long as extent that such activities do not unreasonably interfere with his duties hereunder: (i) to make and maintain passive personal investments for himself, his spouse, his parents, his siblings, or his children or for any trust or custodial account for his or their benefit and (ii) to participate in the Employee's responsibilities hereundermanagement of not-for-profit organizations and in the organization of not-for-profit activities. The Employee agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that which may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Date.

Title; Capacity. The Employee shall serve During the Agreement Term, the Company will continue to employ Executive as President its Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer of Vastera the Company (the “CEO”) shall from time to time reasonably assign to her. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Employee may require Company as in effect from time to time. The Employee Executive shall be based at report directly to the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee CEO and shall be subject to the supervision of, and shall have such authority as is delegated to him her by, the CEO, which authority shall be sufficient to perform her duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board of Directors (in consultation with the "Board")Executive. The Employee Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Board may be reasonably assigned to her. Executive shall from time to time reasonably assign to him. Except during the Stub Period (defined herein below), the Employee agrees to devote his entire her full business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude Executive from (i) performing services for reasonable periods of time each month the Employee may engage in non-competitive business or charitable activities, such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations to which companies as the Company may from time to time agreedesignate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and similar types of (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so long as such activities do not interfere to materially interfere, individually or in the aggregate, with the Employeeperformance of Executive's duties and responsibilities hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Date.

Title; Capacity. The Employee shall serve as a Section 16(b) officer of the Company (and will be required, as a condition of employment, to sign the Executive Retention Agreement attached hereto as Attachment A), a member of the Company's Board of Directors, and President and Chief Executive Operating Officer of Vastera and as an officer or director of in such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries other similar position as the duties of the Employee Company may require determine from time to time. The Employee shall be based at the Company's headquarters in DullesBurlington or Acton, Virginia Massachusetts, or such other place within a 40-mile radius thereoftwenty (20) miles of Burlington or Acton, Massachusetts as may be reasonably requested by the CompanyCEO shall determine. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him byby Xxxx Xxxxxxxx, the Board of Directors (the "Board")Chief Executive Officer, or his successor. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other reasonably consistent duties and responsibilities as the Company's Board Chief Executive Officer shall from time to time reasonably assign to him. Except during the Stub Period (defined herein below), the The Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided provided, however, that for reasonable periods of time each month nothing herein shall be construed as preventing the Employee may engage in non-competitive business from making personal investments, and provided, further, that nothing herein shall be construed as preventing the Employee from serving on civic or charitable activitiesboards, such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities so long as such activities the Employee has obtained permission to do not interfere with so in each instance and in advance from the Employee's responsibilities hereunderChief Executive Officer. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that which may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Date.

Title; Capacity. The Employee shall serve as Executive Vice President of Finance and Administration and Chief Executive Financial Officer of Vastera and as an officer or director of in such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries other reasonably comparable position as the duties Company or its Board of Directors (the Employee “Board”) may require determine from time to time. The Employee shall be based at the Company's ’s headquarters in DullesNewtown, Virginia Pennsylvania, or such other place within a 40-mile radius thereof, or places in the continental United States as may be the Board shall reasonably requested by the Companydetermine. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him the Employee by, the Board Board, President or Chief Executive Officer of Directors (the "Board")Company. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Board or its designee shall from time to time reasonably assign to himthe Employee. Except during the Stub Period (defined herein below), the The Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that for reasonable periods of time each month provided, that, the Employee may engage in serve as a non-competitive business executive director or charitable activities, such as activities involving, educational, religious and similar types trustee of organizations, speaking engagements, membership on the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities companies or entities so long as such activities do service does not unreasonably interfere with the Employee's responsibilities ’s duties hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that which may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules further agrees to abide by the applicable rules, practices, policies, restrictions and policies committed to writing as of principles outlined by the Effective DateBoard in its Corporate Policy Governance Manual and amendments adopted thereto.

Title; Capacity. The During the Employment Period, the Employee shall serve as President the Executive Vice President, Chief Operating Officer and Chief Executive Officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties Treasurer of the Employee may require from time to time. The Employee shall be based at the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Board of Directors (the "Board"). The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Chief Executive Officer of the Company or the Board of Directors of the Company (the "Board") shall from time to time reasonably assign to him. Except It is contemplated that, as Executive Vice President, Chief Operating Officer and Treasurer, the Employee will at all times serve on the Company's Board of Directors. The Company shall at all times during the Stub Period (defined herein below)term of this Agreement take all such action as may be available to it to cause the election of the Employee as a Director of the Company and his maintenance in said offices at all times during the term of this Agreement, so long as he consents thereto. During the Employment Period, the Employee agrees to devote his entire full business time, attention and energies to the business and interests advancement of the Company during and its interests and to the Employment Period; provided that for reasonable periods discharge of time each month his duties and responsibilities hereunder, subject to illness, vacation and normal executive employment practices of the Company. The Employee shall not engage in any other business activity, except as may be approved by the Board in advance. Notwithstanding the requirements of the previous two sentences, the Employee may shall be permitted to engage in non-competitive business or charitable activities, such as the following activities involving, educational, religious and similar types of organizations, speaking engagements, membership on to the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities so long as extent that such activities do not unreasonably interfere with his duties hereunder: (i) to make and maintain passive personal investments for himself, his spouse, his parents, his siblings, or his children or for any trust or custodial account for his or their benefit and (ii) to participate in the Employee's responsibilities hereundermanagement of not-for-profit organizations and in the organization of not-for-profit activities. The Employee agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that which may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Date.

Title; Capacity. The Employee shall serve as President and Chief Executive Officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties of the Employee may require from time to time. The Employee shall be based at the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Company's Board of Directors (the "Board"). The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Board shall from time to time reasonably assign to himhim in such position. Except during The Employee shall have such general executive powers and authority of supervision and management as are usually vested in the Stub Period (defined herein below), office of the chief executive officer of a corporation. The Employee agrees to devote such amount of his entire business time, attention and energies to the business and interests of the Company (and its affiliates as required by the Company's investments and the Employee's positions therein) during the Employment Period; provided that for reasonable periods of time each month the Period as may be reasonably required to perform his duties and responsibilities hereunder. The Employee may engage in non-competitive pursue personal investments and other business or charitable activities, such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities interests so long as such activities do activity does not materially interfere with the Employee's responsibilities his duties hereunder. The Employee agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Company Company, and any reasonable changes therein that which may be adopted from time to time by time, to the Companyextent that the foregoing are not inconsistent with the provisions of this Agreement. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Datedate of this Agreement. In no event shall the Employee be required to perform any duties or responsibilities, or otherwise take any actions that would violate any restrictive covenants to which the Employee is bound under the Agreement and Plan of Merger of Bracknell Corporation dated as of September 30, 1999, or the Employment Agreement between Custom Energy LLC and the Employee dated as of January 1, 1997.