Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. a. During the term hereof, the Executive shall serve the Company as Chief Executive Officer, reporting directly to the Executive Chair and/or Chairman of the Board of Directors of the Company (the “Board”). b. During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and as may be reasonably designated from time to time by the Board. c. At or as soon as reasonably possible after the Commencement Date, the Company will appoint the Executive to the Board. For so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board. d. During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive with the Company or any of its affiliates.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as Chief Executive Officer, reporting directly to the Executive Chair and/or Chairman of the Board of Directors of the Company (the “Board”). b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and as may be reasonably designated from time to time by the Board. c. At or as soon as reasonably possible after (c) During the Commencement Dateterm hereof, the Company will appoint the Executive to the Board. For for so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the BoardBoard and the Executive shall serve in such other officer and/or director positions with any affiliate of the Company (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time. For purposes of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise). d. (d) During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the BoardBoard (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. a. During the term hereof, the Executive shall serve the Company as the President of Media Division, and his duties will be those customarily attendant to an Executive holding such positions. As the President of Media Division, Executive shall report to the Chief Executive OfficerOfficer of the Company. Executive will be based in the Company's headquarters which shall be located in the Greater Los Angeles metropolitan area. The Company will provide Executive an assistant and Executive will be directly involved in the hiring of such assistant. b. During the term hereof, reporting directly to at the request of the Chief Executive Chair and/or Chairman of Officer or the Board of Directors of the Company, Executive shall serve as an executive of the affiliates of the Company without further compensation; provided, however, that Executive's basic duties shall not be changed without his consent. If the Company or any Affiliate of the Company shall make a public offering of securities, (i) it will enter into an Indemnification Agreement providing the “Board”)fullest indemnification (including advancement of expenses) legally possible and (ii) the Executive will have the benefit of officer and director insurance and/or By-law and Certificate of Incorporation indemnification provisions available to any other director or officer of such entity. b. c. During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and its Affiliates as may be reasonably designated from time to time by the Board. c. At Chief Executive Officer or as soon as reasonably possible after the Commencement Date, the Company will appoint the Executive to the Board. For so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board. d. During the term hereof, the Executive shall notdevote his full business time and his best efforts, directly or indirectlybusiness judgment, render any material services skill and knowledge exclusively to the advancement of a business, commercial or professional nature to any person or entity other than the business and interests of the Company (and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any affiliate thereof)industry, whether for compensation trade, professional, governmental or otherwiseacademic position during the term of this Agreement, without the prior written consent of the Boardexcept as may be expressly approved in writing, which approval shall not be unreasonably withheld, by the Board, as the Company encourages participation by the Executive in community and charitable activities generally considered to be in the public interest and the Company's interest. For the avoidance of doubt, notwithstanding Notwithstanding the foregoing, the Executive may Company hereby approves the Executive's (i) engage in the directorships and other activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage investments in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities public companies of less than one percent (A1%) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests outstanding shares of the Company or any of its affiliates or competitive with the Company or any of its affiliatessuch companies.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as Chief Executive OfficerPresident, reporting directly to the Executive Chair and/or Chairman of the Board of Directors of the Company (the “Board”). b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer President of a company of comparable size and as may be reasonably designated from time to time by the Board. c. At or as soon as reasonably possible after (c) During the Commencement Dateterm hereof, the Company will appoint the Executive to the Board. For for so long as the Executive is employed as the Company’s Chief Executive OfficerPresident, the Company will nominate the Executive for re-election to the BoardBoard and the Executive shall serve in such other officer and/or director positions with any affiliate of the Company (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time. For purposes of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise). d. (d) During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the BoardBoard (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as its President and Chief Executive Officer. In addition, reporting directly to and without further compensation, the Executive Chair shall serve as a director and/or Chairman officer of one or more of the Board of Directors of Company’s subsidiaries (including the Company (the “Board”)Principal Subsidiary) if so elected or appointed from time to time. b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and its subsidiaries as may be reasonably designated from time to time by the Board of Directors of the Company (the “Board. c. At ”) or as soon as reasonably possible after by its designees. During the Commencement Dateterm hereof and thereafter, the Company will appoint indemnify the Executive to the Board. For so long as maximum extent permitted by the Delaware General Corporation Law in respect of any action, suit, proceeding or claim (other than any such action, suit, proceeding, claim or counterclaim initiated by or on behalf of the Executive) to which the Executive is employed as or is threatened to be made a party by reason of the fact that the Executive is or was a director or officer of the Company or any of its subsidiaries. The Company currently has in effect a directors’ and officers’ insurance policy covering each of the Company’s Chief Executive Officerdirectors and executive officers and will maintain, during the term of this Agreement, a directors’ and officers’ insurance policy having coverage and other terms as determined by the Board. During the term of this Agreement, the Company Executive will nominate be covered under the Executive for re-election Company’s directors’ and officers’ insurance policy as then in effect, in accordance with the terms of such policy, to the Boardsame extent as other directors and officers of the Company. d. (c) During the term hereof, the Executive shall notdevote his full business time and his best efforts, directly or indirectlybusiness judgment, render any material services skill and knowledge exclusively to the advancement of a business, commercial or professional nature to any person or entity other than the business and interests of the Company (or any affiliate thereof), whether for compensation or otherwise, without and its subsidiaries and to the prior written consent discharge of the Board, which his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be unreasonably withheld. For expressly approved in advance by the avoidance of doubtBoard in writing; provided, notwithstanding the foregoing, that the Executive may (i) engage in manage his personal investments and his farming and oil and gas investments and may devote reasonable time to activities involving charitable, educational and religious organizations, but only to the activities set forth on Exhibit A hereto so long as extent that such activities do not (A) individually or management and activities, in the aggregate, do not require substantial amounts of Executive’s time during the working day and do not interfere with or prohibit the performance of the Executive’s duties under this Agreement and (B) materially change or conflict in nature or scope any way with the business of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted Company. (d) The Company agrees to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary propose to the interests shareholders of the Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or any reelection of its affiliates or competitive with the Company or any Executive as a member of its affiliatesthe Board, provided that the Executive is otherwise eligible for such election.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as its Executive Vice President and Chief Executive Financial Officer, reporting directly subject to the Executive Chair and/or Chairman of his appointment by the Board of Directors of the Company (the “Board”)) as a condition precedent to the effectiveness of this Agreement, or in such other executive position as the Board may designate from time to time. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s subsidiaries (including the Principal Subsidiary) if so elected or appointed from time to time. b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and its subsidiaries as may be reasonably designated from time to time by the Board. c. At Board or as soon as reasonably possible after by its designees. During the Commencement Dateterm hereof and thereafter, the Company will appoint indemnify the Executive to the Board. For so long as maximum extent permitted by the Delaware General Corporation Law in respect of any action, suit, proceeding or claim (other than any such action, suit, proceeding, claim or counterclaim initiated by or on behalf of the Executive) to which the Executive is employed as or is threatened to be made a party by reason of the Company’s Chief fact that the Executive Officer, is or was a director or officer of the Company will nominate the Executive for re-election to the Boardor any of its subsidiaries. d. (c) During the term hereof, the Executive shall notdevote his full business time and his best efforts, directly or indirectlybusiness judgment, render any material services of a business, commercial or professional nature skill and knowledge exclusively to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent advancement of the Board, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement business and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company and its subsidiaries and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of its affiliates or competitive with this Agreement, except as may be expressly approved in advance by the Company or any of its affiliatesBoard in writing.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as Chief Executive Officer, reporting directly to the Executive Chair and/or Chairman of the Board of Directors of the Company (the “Board”). b. During the term hereofTerm, the Executive shall be employed by the Company on a full-time and diligent basis and as its Chief Executive Officer. The Executive shall perform such duties and responsibilities undertaken by persons situated in a similar capacity at a similar company. The Executive shall also perform such other duties, as requested by the Board of Directors of the Company (the “Board”), consistent with the Executive’s position on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and as may be reasonably designated from time to time by the BoardCompany. c. At (b) The Executive shall devote her full business time, attention, skill, and best efforts to the performance of her duties under this Agreement and shall not engage in any other business or as soon as reasonably possible after occupation during the Commencement DateTerm, including, without limitation, any activity that: (i) conflicts with the interests of the Company will appoint or any other member of the Executive to Company Group, (ii) interferes with the Board. For so long as proper and efficient performance of the Executive is employed as Executive’s duties for the Company, or (iii) interferes with the Executive’s exercise of judgment in the Company’s Chief Executive Officerbest interests. Notwithstanding the foregoing, the Company will nominate nothing herein shall preclude the Executive for re-election to the Board. d. During the term hereoffrom: (i) serving, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without with the prior written consent of the Board, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of any for-profit business and one or more charitable organizations, (ii) engage engaging in educational, charitable and civic activities and manage community affairs, and (iii) managing the Executive’s personal investments and affairs; provided, however, that the activities set out in each caseclauses (i), (ii), and (iii) shall be limited by the Executive so long as such activities (A) do notnot to materially interfere, individually or in the aggregate, interfere with the performance of her duties and responsibilities hereunder. (c) Subject to the provisions of Section 3(b) hereof, the Executive’s employment with the Company shall be exclusive with respect to the business of the Company. Accordingly, during the Term, the Executive shall devote the Executive’s full business time and the Executive’s best efforts, business judgment, skill, and knowledge to the advancement of the business and interests of the Company and the discharge of the Executive’s duties and responsibilities hereunder, except for (i) permitted vacation and other paid time off periods, (ii) reasonable periods of illness or incapacity, and (iii) the activities set forth in Section 3(b) hereof. (d) During the Term, the Executive will report directly to the Board. (e) The Executive acknowledges and agrees that the Executive is not entitled to any additional compensation serving as a director of the Company. If during the Term, the Executive ceases to be a director of Company for any reason, the Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to the Executive’s position as a director of the Company) will continue in full force and effect. The Executive agrees to abide by all statutory, fiduciary, or common law duties arising under applicable law that apply to the Executive as a director of the Company. (f) The Executive shall be employed to perform her duties under this Agreement and (B) are not contrary at the primary office location of the Company, or at such other location or locations as may be mutually agreeable to the interests of Executive and the Company or any (including reasonable provisions during the COVID‑19 national public health emergency). Notwithstanding this, it is expected that the Executive shall be required to travel a reasonable amount of its affiliates or competitive with time, in Executive’s discretion, in the Company or any performance of its affiliatesher duties under this Agreement.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as its Chief Executive Officer. In addition, reporting directly to and without further compensation, the Executive Chair shall serve as a director and/or Chairman officer of the Board of Directors domestic holding companies of the Company (Company, and may serve as a director and/or officer of one or more of the “Board”)Company's other Affiliates, if so elected or appointed from time to time. b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform the duties and responsibilities of the Executive's position and such other duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and its Affiliates, reasonably consistent with the Executive's position, as may reasonably be reasonably designated from time to time by the Board of Directors of the Company (the "Board") or by its designees. In addition, the Executive shall be elected or appointed to the Board and serve during the term hereof as a member of the Board as well as a member of the board of directors of the Company's domestic holding companies. c. At or as soon as reasonably possible after the Commencement Date, the Company will appoint the Executive to the Board. For so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board. d. (c) During the term hereof, the Executive shall notdevote Executive's full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of Executive's duties and responsibilities to them. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board or its designee in writing. The foregoing restriction, however, shall not be interpreted to prohibit the Executive from involvement in any charitable or community activities or organizations (including, without limitation, participation in industry trade groups) that do not give rise to a conflict of interest and that, both individually and in the aggregate, do not materially interfere with Executive's ability to perform Executive's duties and responsibilities under this Agreement. (d) The Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and its Affiliates and to do no act which, directly or indirectly, render any material services of a business, commercial would injure the business interests or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests reputation of the Company or any of its affiliates Affiliates. It is agreed that any direct or competitive indirect interest in, connection with, or benefit from any outside activities, including without limitation commercial activities, which interest might in any way adversely affect the Company or any of its Affiliates, involves a possible conflict of interest. In keeping with the Executive's fiduciary duties to the Company and its Affiliates, the Executive agrees not to knowingly become involved in a conflict of interest with the Company or any of its affiliatesAffiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive shall not engage in any activity that is reasonably likely to involve a possible conflict of interest without first obtaining written approval in accordance with the Company's conflict of interest policy and procedures, as in effect from time to time.