Capacity and Duties. (a) Executive shall serve hereunder initially as Executive Vice President, and thereafter during the term of this Agreement in such other or additional positions as may be assigned by the Board of Directors of the Employer and/or the Bank (collectively, the “Board”) or by the President and Chief Executive Officer of the Employer acting on behalf of the Board. Executive shall perform such duties and shall have such authority consistent with Executive’s position as may from time to time reasonably be specified by the Board or by the President and Chief Executive Officer acting on behalf of the Board. Executive shall report directly to the Chief Executive Officer of the Employer and shall perform Executive’s duties for the Employer principally at the Employer’s then current headquarters, or at such other locations as may be determined by the Board or by the President and Chief Executive Officer of the Employer acting on behalf of the Board, except for periodic travel that may be necessary or appropriate in connection with the performance of Executive’s duties hereunder. The terms and conditions of this Agreement have been reviewed and approved by the Board’s Executive Compensation Committee, and such Committee shall review the Agreement on a three-year cycle, or more frequently, to assess the continuing appropriateness of this Agreement in light of the then-current needs of the Employer. No change in duties of Executive shall in any way diminish the Base Salary payable to him or her pursuant to the provisions of Section 3 herein.
(b) Executive shall devote Executive’s full working time, energy, skill and best efforts to the performance of Executive’s duties hereunder, in a manner that will faithfully and diligently further the business and interests of the Employer, and shall not be employed by or participate or engage in or be a part of in any manner the management or operation of any business enterprise other than the Employer, (including, without limitation, participation by Executive on any unaffiliated profit or non-profit board of directors) except: (i) upon the prior written notice to and consent of Executive Committee of the Board or the Chief Executive Officer, or (ii) solely as an investor in real or personal property, the management of which shall not detract from the performance of his duties hereunder; provided, however, that the engagement by Executive in any such business activity shall at all times be in conformity with the Employer’s Code of ...
Capacity and Duties. (a) Executive shall serve as Chief Financial Officer of Company. Executive shall perform such duties and shall have such authority consistent with his position as may from time to time be specified by the Chief Executive Officer of Company. Executive shall report directly to the Chief Executive Officer of Company and his principal place of business shall be Company’s office in Bermuda. It is recognised that extensive travel may be necessary or appropriate in connection with the performance of Executive’s duties hereunder.
(b) Executive shall devote his full working time and energy, skill and best efforts to the performance of his duties hereunder, in a manner that will comply with Company’s rules and policies and will faithfully and diligently further the business and interests of Company. Executive shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than Company without the prior written consent of Company, which consent may be granted or withheld in the reasonable discretion of the Board of Directors of Company. Notwithstanding anything herein to the contrary, nothing shall preclude Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable, community and other business affairs, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his responsibilities and duties hereunder.
Capacity and Duties. During the Employment Term, Executive is and shall be employed in the capacity of Executive Vice President and Chief Financial Officer of the Company and its subsidiaries, and shall have such other duties, responsibilities and authorities as may be assigned to him from time to time by the President and Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”), which are not materially inconsistent with Executive’s positions with the Company. Except as otherwise herein provided, Executive shall devote his entire business time, best efforts and attention to promote and advance the business of the Company and its subsidiaries and to perform diligently and faithfully all the duties, responsibilities and obligations of Executive to be performed by him under this Employment Agreement. Upon termination of Executive’s employment for any reason, unless otherwise requested by the Board, Executive will be deemed to have resigned from the Board (and all other positions held at the Company and its affiliates) voluntarily, without any further action by Executive, as of the end of Executive’s employment, and Executive, at the Board’s request, will execute any documents necessary to reflect his resignation.
Capacity and Duties. (a) Executive shall serve as the President and Chief Executive Officer, U.S. Business Groups of Company, and shall have the duties, authority, and responsibilities commensurate with such position and such other duties and responsibilities appropriate for his position as may from time to time be specified by the Chief Executive Officer. Executive will be based in a home office in Thousand Oaks, California; provided, however, Executive acknowledges and agrees that he will spend such time as reasonably necessary at Company’s offices in New York, New York and Rochester, New York. In addition, the parties recognize that travel to Company’s and its affiliates’ various other offices, and to other locations in furtherance of Company’s business, will be required in connection with the performance of Executive’s duties hereunder. Executive will report to the Chief Executive Officer.
(b) Executive shall devote substantially full time efforts to the performance of Executive’s duties hereunder, making reasonable good faith attempts to further the business and interests of Company.
(c) Executive acknowledges that Company’s reputation is important in the continued success of its business, and agrees that he will not directly or indirectly defame or disparage Company or its officers, employees, or directors, or the Company’s products or services, in any manner; provided, however, that Executive may make such disclosures as may be required by law. Company acknowledges that Executive’s reputation is important to his continued success. Company agrees that neither it nor its executive officers and directors, will directly or indirectly defame or disparage Executive in any manner; provided, however, that Company may make such disclosures as may be required by law. The obligations under this Section 1.2(c) shall survive for a period of four years after the Termination Date (as defined below).
Capacity and Duties. Employee shall be employed by the Company as the Company’s President and Chief Executive Officer. During his employment, Employee shall perform the duties and bear the responsibilities commensurate with his position and shall serve the Company faithfully and to the best of his ability, under the direction of the Board of Directors. Employee shall devote his entire working time, attention and energies to the business of the Company. His actions shall at all times be such that they do not discredit the Company or its products and services. Employee shall not engage in any other business activity or activities that, in the judgment of the Board of Directors, may conflict with the proper performance of Employee’s duties hereunder, including constituting a conflict of interest between such activity and Company’s business.
Capacity and Duties. (a) Executive shall serve as the President and Chief Executive Officer of Company. Executive shall perform such other duties and shall have such authority consistent with Executive's position as may from time to time be specified by the Board of Directors of Company (the "Board"). Executive shall report directly to the Board, and shall perform Executive's duties for Company principally at Company's principal executive offices, presently in Princeton, New Jersey, except for periodic travel that may be necessary or appropriate in connection with the performance of Executive's duties hereunder. Executive shall also serve as a member of the Executive Committee so long as he shall be a member of the Board. Company shall use its reasonable efforts to cause Executive to be elected a member of the Board during the period this Agreement is in effect, but the failure of the stockholders of Company to elect the Executive a member of the Board shall not constitute a breach of this Agreement by Company.
(b) Executive shall devote sufficient working time, energy, skill and best efforts to the performance of Executive's duties hereunder, in a manner that will faithfully and diligently further the business and interests of Company. Company acknowledges that Executive has interests in the management or operation of other business enterprises and such participation will not constitute a breach of this Agreement by Executive or constitute grounds for termination for Cause (as defined herein) as long as (i) Executive is not an employee of any other business enterprise during the Term (as defined below) and (ii)such activities do not unreasonably interfere with the Executive's performance of Executive's duties and responsibilities hereunder.
Capacity and Duties. Employee shall be employed by the Company as its Executive Vice President and Chief Technology Officer. During his employment Employee shall perform the duties and bear the responsibilities commensurate with his position and shall serve the Company faithfully and to the best of his ability, under the direction of the Chief Executive Officer of the Company. Employee shall devote his entire working time, attention and energies to the business of the Company. His actions shall be such that they do not discredit the Company or its products and services. Except for his involvement in personal investments, provided such involvement does not require any significant services on his part, Employee shall not engage in any other business activity or activities that require significant personal services by Employee or that, in the judgment of the board of directors, may conflict with the proper performance of Employee's duties hereunder.
Capacity and Duties. (a) Executive shall serve as President of Company and, subject to the supervision and control of the Chairman of the Company shall have the duties and authority generally consistent with such office. Executive shall perform such other duties and shall have such authority as may from time to time be specified by the Chairman of the Company as shall be consistent with the status and authority of his current office. Executive currently serves as a Class C Trustee of the Trust.
(b) Except as permitted by subsection (c) below, Executive (i) shall devote his full working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will comply with Company's published rules and policies in effect from time to time, and (ii) shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than Company and its Affiliates without the prior written consent of Company, which consent may be granted or withheld in the sole discretion of Company. "Affiliate" as used in this Agreement means any person or entity controlling, controlled by, or under common control with, Company. "Control," as used in the definition of Affiliate, means the power to direct the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms "controlling" and "controlled" shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of the definition of Affiliate.
Capacity and Duties. Employee shall be employed in the capacity of Chief Financial Officer, Secretary and Treasurer of the Company and shall have such other duties, responsibilities and authorities as are assigned to him by the Board of Directors of the Company (the “Board”) so long as such additional duties, responsibilities and authorities are consistent with Employee's position and level of authority as Chief Financial Officer, Secretary and Treasurer of the Company. Employee shall report directly to the President/CEO, and the Board of the Company. Subject to the control and general directions of the Board and except as otherwise herein provided, Employee shall devote all necessary business time, best efforts and attention to promote and advance the business of the Company and its subsidiaries and affiliates and to perform diligently and faithfully all the duties, responsibilities and obligations of Employee to be performed by him under this Employment Agreement. Employee's duties shall include the ongoing management and oversight of the general and financial business affairs and operations of the Company and its subsidiaries and affiliates. It is expressly understood that Employee also is and/or may become engaged in other limited business activities not involving the Company. Any such independent activity shall be disclosed to the Audit Committee of the Company’s Board in advance, and any such other business activities shall not unreasonably interfere with Employee's performance of his obligations under this Employment Agreement.
Capacity and Duties. Good Times shall employ the Executive as Chief Financial Officer. During the Term of this Agreement, the Executive shall devote his best efforts to the business and affairs of Good Times and shall devote substantially all of his business time to perform his duties hereunder. Notwithstanding the foregoing, with the prior approval of the Board, the Executive may devote a reasonable portion of his time to serve on boards of directors, boards of managers or boards of trustees, or committees thereof, of companies or organizations involving no conflict of interest with the interests of Good Times. The Executive shall further be entitled to have investments in other business enterprises, provided however he shall not have any investment or financial interest in any business enterprise which conducts business activities directly competitive with any business activities conducted by Good Times now or at any time during the Term or Additional Terms of this Agreement (other than an investment of no more than one percent of any class of equity securities of a company which conducts business activities directly competitive with any business activities of Good Times provided that those securities are publicly traded).
