Capacity and Performance. (a) During his employment hereunder, the Executive shall serve the Company as its Chief Executive Officer (“CEO”), reporting to the Board of Directors of the Company (the “Board”) or a committee thereof. (b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and responsibilities of CEO and such other duties and responsibilities, reasonably consistent with that position, with respect to the business operations of the Company and its Immediate Affiliates, as may be assigned by the Board or a committee thereof from time to time. (d) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (e) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 hereof) without the prior approval of the Board or its authorized representative. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membership, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or Section 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company. (f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Officer (“CEO”)Operations Officer, reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He She shall have the duties and responsibilities of CEO assigned to her position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that her position, with respect to the business Supply Chain, manufacturing, distribution, sourcing, information technology, apparel and related operations of the Company and its Immediate Affiliates, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his her 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 Immediate Affiliates and to the discharge of his her duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his her performance of his her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined or engage in Section 14 hereof) any other business activity without the prior approval of the Board or its authorized representativeCEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or the CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or Section 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Executive Vice President and Chief Executive Financial Officer (“CEOCFO”), reporting to the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) . In addition, and without further compensation, the Executive shall serve as a member Chief Operating Officer (“COO”) of ▇▇▇▇ Sports (Asia) Ltd. for such period or periods during the Board for so long term hereof as he continues to be employed hereunder in the position of CEOCompany shall determine. Further, and without further compensation, the Executive agrees also to shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates organizations within the ▇▇▇▇▇▇▇ Group (as defined in Section 14 hereof), ) if so elected or appointed from time to time during the term hereoftime. At the request of the Board, upon termination of his employment with the Company for any reason, the The Executive shall resign as a member of report to the Board and as an officer Chief Executive Officer of the Company and shall resign from any other positions, offices and directorships he may have with (the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof“CEO”).
(cb) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He basis and shall have overall responsibility for the financial operations of the Company and for the consolidated financials for its direct and indirect subsidiaries (the “Subsidiaries”), with direct reporting as assigned from time to time by the CEO or the Board of Directors of the Company (the “Board”), initially to include at least Finance, Legal, IT, Quality Control and, for such period as the Executive is COO thereof, ▇▇▇▇ Sports (Asia) Ltd. The Executive shall perform the duties and responsibilities of CEO such positions and such other duties and responsibilitiesduties, reasonably consistent with that position, with respect to the business operations of the Company and its Immediate Affiliateshis positions, as may be assigned by the Board or a committee thereof to him from time to timetime by the CEO or the Board. The assignment of the Executive as COO of ▇▇▇▇ Sports (Asia) Ltd. will be reviewed by the Company at the sooner of the first anniversary of the Start Date or the occurrence of a major change at the Company such as, by way of example, an acquisition. The Company may elect to remove such assignment from the Executive at the time of such review or thereafter and a removal of the Executive’s assignment as COO of ▇▇▇▇ Sports (Asia) Ltd. or other responsibilities secondary to his role as CFO of the Company shall not constitute Good Reason, as hereafter defined.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the ExecutiveEmployee’s primary worksite during the term hereof shall be at located in the location of the Company’s offices in Van Nuys, California as of the date hereof greater Dallas (the “Van Nuys Location”Texas) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing theretometropolitan area.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates ▇▇▇▇▇▇▇ Group and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, except as otherwise expressly approved in advance by the Board, the Executive may shall not (i) engage in passive management of his personal investments and any other business activity or (ii) serve in any industry, trade, professional, governmental or academic position if such community and charitable activities as do not service, individually or in the aggregate aggregate, would detract from the Executive’s ability to perform his duties and responsibilities hereunder or give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 hereof) without the prior approval of the Board or its authorized representative. It also is interest, it being agreed that if the Board subsequently determines, and gives notice to the Executive, determines that any such membership, previously approved, is materially inconsistent with the service does detract from Executive’s obligations under Section 7, Section 8 performance or Section 9 of this Agreement or gives give rise to such a material conflict of interestconflict, the Executive shall cease such activity promptly following notice from the Companyservice.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) a. During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Officer (“CEO”)Officer. Effective July 1, reporting to the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) In addition, and without further compensation, 1997 the Executive shall serve as a member of also become the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereofPresident.
(c) b. During the term hereof, the Executive shall be employed by the Company on a full-time basis. He basis and shall have the duties leadership of and responsibilities of CEO and such other duties and responsibilities, reasonably consistent with that position, with respect be responsible to the business Board of Directors for all operations of the Company and its Immediate Affiliatesshall have all powers and duties consistent with such position, as may be assigned in accordance with the Bylaws of the Company, provided that it is understood that the Executive has been delegated certain authority for the Term by the Board of Directors of the Company as provided in an instrument dated December 31, 1996, previously delivered, which delegation (the "Delegation Agreement") is incorporated herein by reference and shall remain in effect unless modified or a committee thereof from time to timeterminated by mutual written agreement during the Term hereof.
(d) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(e) c. During the term hereofTerm, the Executive shall devote his full business time (other than vacations) and his best efforts, business judgment, skill and knowledge exclusively (except as provided below) to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During The Executive shall not engage in any other business activity or serve in any industry, trade, governmental position or as a director of any other business or organization during the term of this Agreement, except as may be approved by a committee of the Board consisting of three outside directors. The Company encourages participation by the Executive may engage in passive management of his personal investments and in such community and charitable activities, but said Committee shall have the right to approve or disapprove the Executive's participation in such activities as do not individually or if, in the aggregate give rise to a judgment of said Committee, such participation may conflict with the Company's interests or with the Executive's duties or responsibilities or the time required for the discharge of interest or otherwise interfere with his performance of his those duties and responsibilities hereunderresponsibilities. It is agreed that The Executive has previously delivered a letter containing a true and correct list of all directorships or other participation in committees, consulting or other business activities which the Executive has or intends to maintain during the Term, which have been approved by said Committee.
d. The Executive shall be elected to the Board of Directors by the present Board of Directors as soon as practicable. The Company agrees to propose and recommend to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or re-election of the Executive as a member of the Board.
e. On work days the Executive shall not accept membership perform his duties hereunder from the Company's executive offices in Vermont, except when at other locations on a board of directors business travel for the Company or for other governing board of any Person (as defined in Section 14 hereof) without activities approved by the prior approval of the Board or its authorized representativeBoard. It also The Executive is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membership, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or Section 9 of this Agreement or gives rise relocating to a material conflict home in Vermont and shall be reimbursed $25,000 for relocation expenses. Prior to purchase or lease of interesta residence in Vermont, the Executive shall cease such activity promptly following notice from be entitled to reimbursement by the CompanyCompany for reasonable lodging expense and reasonable weekend commuting expenses to Pennsylvania.
(f) f. In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that event the Executive is then continuing his employment hereunder terminated by the Company Other Than For Cause or has terminated this Agreement with Good Reason in the position first three years of CEOthe Term, (i) he the Company will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options obligated to purchase common stock and/or common stock and/or stock units the Executive's Vermont residence on a marketable title basis, free of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended any liens, and Restated Limited Liability on reasonable customary terms at his original purchase cost plus initial improvements (but not exceeding $500,000 Company Agreement, dated as of December 9, 2009 (as amended from time to time, purchase obligation in the “LLC Agreement”aggregate), and the Parent shall obtain Company will then proceed to resell the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayedresidence.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Officer (“CEO”), SVP of Global Sales and Marketing reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He The Executive shall have the duties and responsibilities of CEO assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that the position, with respect to the business operations of the Company and its Immediate AffiliatesCompany, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California CA, USA as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his her 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 Immediate Affiliates and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 12 hereof) or engage in any other business activity without the prior approval of the Board or its authorized representativeCEO. It also is agreed that if the Board CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Officer President, reporting directly to the chief executive officer of GMCR (“the "CEO”") and, through him, to the board of directors of GMCR (the "GMCR Board"), reporting it being agreed that all references to decisions, determinations and the Board of Directors like of the Company (hereunder shall mean decisions, determinations or the “like of the CEO or the GMCR Board”) or a committee thereof, as the GMCR Board shall direct.
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He ; shall have the responsibilities, authorities, powers, functions and duties appropriate to his position, which will be generally similar to those he had prior to the Closing Date except as they may be altered by the CEO or GMCR Board to reflect that the Executive will be President of a subsidiary of GMCR, rather than president, chief executive officer and responsibilities board member of CEO an independent corporation, and the Executive shall have such other duties and responsibilities, authorities, powers, functions and duties on behalf of the Company, reasonably consistent with that related to his position, with respect as may be designated from time to time by the CEO or the GMCR Board.
(c) As soon as is reasonably practical after the Effective Date, GMCR shall cause the Executive to be elected to the business operations board of directors of the Company and its Immediate Affiliatesshall cause him to be re-elected as appropriate throughout the term of this Agreement. The Executive agrees to resign from the Company's board of directors as of the termination of his employment hereunder, as may be assigned by the Board or a committee thereof from time to timehowsoever caused.
(d) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(e) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreementhereof, the Executive may engage in passive management of his personal investments and in such community and charitable other business activities as only if they do not individually or in the aggregate give rise to a conflict of interest or otherwise other violation of Section 9 of this Agreement and do not individually or in the aggregate interfere with his performance of his duties and responsibilities hereunder. It is agreed that The Executive will otain the Executive shall not accept approval of the CEO or the GMCR Board in writing in advance before accepting membership on a board of directors or other governing board other than that of any Person (as defined in Section 14 hereof) without the prior approval of the Board or its authorized representative. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membership, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or Section 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Sources: Employment Agreement (Green Mountain Coffee Roasters Inc)
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Officer (“CEO”), ____________ reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He The Executive shall have the duties and responsibilities of CEO assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that the position, with respect to the business operations of the Company and its Immediate AffiliatesCompany, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysPalo Alto, California CA, USA as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined or engage in Section 14 hereof) any other business activity without the prior approval of the Board or its authorized representative[CEO]. It also is agreed that if the Board CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company. GigOptix, Inc. § 2▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ § ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ phone: 6▇▇.
(f) In connection with an initial public offering of the equity securities of ▇▇▇.▇▇▇▇ § fax: 6▇▇.▇▇▇.▇▇▇▇ § w▇▇.▇▇▇▇▇▇-▇▇.▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Operating Officer (“CEO”), reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He The Executive shall have the duties and responsibilities of CEO assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that the position, with respect to the business operations of the Company and its Immediate AffiliatesCompany, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California California, USA as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his her 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 Immediate Affiliates and to the discharge of his her duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 12 hereof) or engage in any other business activity without the prior approval of the Board or its authorized representativeCEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 of this Agreement 8 hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Sources: Employment Agreement (GigPeak, Inc.)
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Officer (“CEO”), VP and CFO reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He The Executive shall have the duties and responsibilities of CEO assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that the position, with respect to the business operations of the Company and its Immediate AffiliatesCompany, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California CA, USA as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 12 hereof) or engage in any other business activity without the prior approval of the Board or its authorized representativeCEO. It also is agreed that if the Board CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Officer (“CEO”), VP and CFO reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He The Executive shall have the duties and responsibilities of CEO assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that the position, with respect to the business operations of the Company and its Immediate AffiliatesCompany, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California California, USA as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 12 hereof) or engage in any other business activity without the prior approval of the Board or its authorized representativeCEO. It also is agreed that if the Board CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 of this Agreement 8 hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Sources: Employment Agreement (GigPeak, Inc.)
Capacity and Performance. (a) During his employment hereunderCommencing on a mutually agreeable date in April, 2008, unless a later date is agreed by the parties, (the “Effective Date”), the Executive shall serve the Company as its Chief Executive Officer (“CEO”), reporting to the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in of Directors of the position of CEO, Company (the “Board”) during the term hereof and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereoftime. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and responsibilities of CEO and such other duties and responsibilities, reasonably consistent with that position, with respect to the business operations of the Company and its Immediate Affiliates, as may be assigned by the Board or a committee thereof from time to time.
(d) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(e) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 hereof) without the prior approval of the Board or its authorized representative. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membership, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or Section 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderCommencing on April 13, 2006, the Executive shall serve the Company as its Chief Executive Officer (“CEO”), reporting to the Board President of Directors of the Company (the “Board”) or a committee thereof.
(b) Team Sports. In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Sports Affiliates (as defined in Section 14 13 hereof), if so elected or appointed from time to time during the term hereoftime. At the request of the Board, upon termination of his employment with the Company for any reason, the The Executive shall resign as a member of report to the Board and as an officer Chief Executive Officer of the Company and shall resign from any other positions, offices and directorships he may have with (the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof“CEO”).
(cb) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He As President of Team Sports, the Executive shall have the duties and responsibilities of CEO that position and such other duties and responsibilities, reasonably consistent with that position, with respect to the business operations of the Company and its Immediate designated Sports Affiliates, as may be assigned by the CEO or the Board or a committee thereof of Directors of the Company (the “Board”) from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Sports Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or engage in any other governing board of any Person (as defined in Section 14 hereof) without business activity except with the express prior written approval of the Board or its authorized representative. It Board, it also is being agreed that if the Board subsequently determines, and gives notice to the Executive, determines that any such membership, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 7, Section 8 performance or Section 9 of this Agreement or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its the President & Chief Executive Officer (“CEO”)and the Chairman of the Board, reporting to the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He The Executive shall have the duties and responsibilities of CEO assigned to his positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with that positionthe positions and offices, with respect to the business operations of the Company and its Immediate AffiliatesAffiliates (as defined below), as may be assigned by the Board or a committee thereof from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California California, USA as of the date hereof Effective Date (the “Van Nuys San ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 12 hereof) or engage in any other business activity without the prior approval of the Board or its authorized representativeBoard. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 of this Agreement 8 hereof or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Sources: Employment Agreement (GigPeak, Inc.)
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Financial Officer (“CEO”)and Senior Vice President, reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and responsibilities of CEO assigned to his position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that his position, with respect to the business operations of the Company and its Immediate AffiliatesCompany, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California as of the date hereof Effective Date (the “Van Nuys San ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined or engage in Section 14 hereof) any other business activity without the prior approval of the Board or its authorized representativeCEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or the CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its the President & Chief Executive Officer (“CEO”)and the Chairman of the Board, reporting to the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and responsibilities of CEO assigned to his positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with that positionthose positions and offices, with respect to the business operations of the Company and its Immediate AffiliatesAffiliates (as defined below), as may be assigned by the Board or a committee thereof from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysPalo Alto, California as of the date hereof Effective Date (the “Van Nuys Palo Alto Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Palo Alto Location unless the Executive has expressly consented in writing thereto. GigOptix, Inc. ¡ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ¡ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ phone: ▇▇▇.▇▇▇.▇▇▇▇ ¡ fax: ▇▇▇.▇▇▇.▇▇▇▇ ¡ ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunderto them. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunderthe Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined or engage in Section 14 hereof) any other business activity without the prior approval of the Board or its authorized representativeBoard. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 8 of this Agreement or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Senior Vice President and Chief Executive Technology Officer (“CEO”), reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He The Executive shall have the duties and responsibilities of CEO assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that the position, with respect to the business operations of the Company and its Immediate AffiliatesCompany, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California California, USA as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 12 hereof) or engage in any other business activity without the prior approval of the Board or its authorized representativeCEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 of this Agreement 8 hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Sources: Employment Agreement (GigPeak, Inc.)
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its the President &Chief Executive Officer (“CEO”)and the Chairman of the Board, reporting to the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and responsibilities of CEO assigned to his positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with that positionthose positions and offices, with respect to the business operations of the Company and its Immediate AffiliatesAffiliates (as defined below), as may be assigned by the Board or a committee thereof from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California as of the date hereof Effective Date (the “Van Nuys San ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunderto them. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunderthe Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined or engage in Section 14 hereof) any other business activity without the prior approval of the Board or its authorized representativeBoard. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 8 of this Agreement or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderCommencing on April 13, 2006, the Executive shall serve the Company as its Chief Executive Financial Officer (“CEOCFO”), reporting to the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) . In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Sports Affiliates (as defined in Section 14 13 hereof), if so elected or appointed from time to time during the term hereoftime. At the request of the Board, upon termination of his employment with the Company for any reason, the The Executive shall resign as a member of report to the Board and as an officer Chief Executive Officer of the Company and shall resign from any other positions, offices and directorships he may have with (the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof“CEO”).
(cb) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He As CFO, the Executive shall have the duties and responsibilities of CEO that position and such other duties and responsibilities, reasonably consistent with that position, with respect to the business operations of the Company and its Immediate designated Sports Affiliates, as may be assigned by the CEO or the Board or a committee thereof of Directors of the Company (the “Board”) from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Sports Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or engage in any other governing board of any Person (as defined in Section 14 hereof) without business activity except with the express prior written approval of the Board or its authorized representative. It Board, it also is being agreed that if the Board subsequently determines, and gives notice to the Executive, determines that any such membership, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 7, Section 8 performance or Section 9 of this Agreement or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderthe term hereof, the Executive shall serve the Company as its Chief Executive Officer (“CEO”), EVP of Global Sales and Marketing reporting to the Board of Directors chief executive officer of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He The Executive shall have the duties and responsibilities of CEO assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with that the position, with respect to the business operations of the Company and its Immediate AffiliatesCompany, as may be assigned by the Board or a committee thereof Company from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van NuysSan Jose, California CA, USA as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his her 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 Immediate Affiliates and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 12 hereof) or engage in any other business activity without the prior approval of the Board or its authorized representativeCEO. It also is agreed that if the Board CEO subsequently determines, and gives notice to the Executive, that any such membershipmembership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 76, Section 8 7 or Section 9 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) a. During his employment hereunderthe term hereof, the Executive shall initially serve the Company as its President and Chief Operating Officer and thereafter, within eighteen (18) months of the Effective Date, shall be appointed Chief Executive Officer (“CEO”)of the Company. As President and Chief Operating Officer, reporting the Executive will report to the Company's Chief Executive Officer. Thereafter, as Chief Executive Officer of the Company, the Executive will report to the Board of Directors of the Company and to the President and Chief Operating Officer (the “Board”or an officer of higher status) or a committee thereofof Metropolitan Life Insurance Company of New York.
(b) In additionb. As President, and without further compensationChief Operating Officer and, thereafter, as Chief Executive Officer of the Company, the Executive shall serve perform such assignments and have such duties and authorities as a member of the Board for so long as he continues are appropriate to be employed hereunder in the position of CEOhis position(s), and the Executive agrees also to serve shall perform such assignments and have such other related duties as a director and/or officer of one may reasonably be assigned, delegated, designated or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed modified from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board by those to whom he reports and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and responsibilities of CEO and such other duties and responsibilities, reasonably consistent with that position, with respect to the business operations of the Company and its Immediate Affiliates, as may be assigned by the Board or a committee thereof from time to timeits Chairman. The Executive's duties shall include, without limitation, overall operational responsibility for all Company business, including the oversight of sales, marketing, promotion, strategic planning and development for the Company's business; provided, however, it is understood and agreed that, during the Executive's employment as Chief Operating Officer, Robe▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll retain responsibility for the Company's Full Financial Services Firm and Electronic Commerce Projects.
(d) Subject c. The Executive shall be recommended for appointment to business travel the Company's Board as necessary or desirable for soon as may be practicable, but in no event later than the performance next scheduled meeting of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing theretoBoard.
(e) d. During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder, except that the Executive may devote a reasonable amount of time to charitable endeavors and to personal affairs and, subject to the approval of the Board, may serve on the boards of directors of other corporations, trade associations or charitable organizations, to the extent that such exceptions do not interfere with the Executive's responsibilities to the Company and its Affiliates. During The Executive shall not engage in any other business activity during the term of hereof, except as may be approved in advance by the Board. As used in this Agreement, "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Executive Company, where control may engage in passive be by management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of authority, equity interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 hereof) without the prior approval of the Board or its authorized representative. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membership, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or Section 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Companyotherwise.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his employment hereunderCommencing on March 1, 2010, the Executive shall serve the Company as its Chief Executive Officer President of Easton Sports, Inc. (“CEOEaston Sports”), reporting to the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) . In addition, and without any further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 13 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the The Executive shall resign as a member of report to the Board and as an officer Chief Executive Officer of the Company and shall resign from any other positions, offices and directorships he may have with (the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof“CEO”).
(cb) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties duties, responsibilities and responsibilities authority of CEO President of Easton Sports and such other duties duties, responsibilities and responsibilitiesauthority, reasonably consistent with that position, with respect to the business operations of the Company and its Immediate Affiliates, as may be assigned by the CEO or the Board of the Directors of the Company (the “Board”) or a committee thereof from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in Van Nuys, California as of the date hereof Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 13 hereof) ), other than the board of directors of ▇▇▇▇▇▇▇ Bros. Auctioneers Incorporated (on which the Executive currently serves), without the prior approval of the Board or its authorized representative. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membership, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or Section 9 of this Agreement or gives rise to a material conflict of interest, other than the Executive’s membership on the board of directors of ▇▇▇▇▇▇▇ Bros. Auctioneers Incorporated, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Capacity and Performance. (a) During his her employment hereunder, the Executive shall serve the Company as its Senior Vice President-Human Resources (“SVP-HR”) reporting to the President and Chief Executive Officer (“CEO”), reporting to the Board of Directors of the Company (the “BoardCEO”) or a committee thereof).
(b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He She shall have the duties and responsibilities of CEO and such other duties and responsibilities, reasonably consistent with that position, Senior Vice President-Human Resources with respect to the business operations Human Resources matters of the Company and its Immediate Affiliates, and as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) or a committee thereof from time to time.
(dc) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the Irving, Texas location of the Company’s offices in Van Nuys, California as of the date hereof (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto.
(ed) During the term hereof, the Executive shall devote his 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 Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 14 13 hereof) without the prior approval of the Board or its authorized representative. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membership, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or Section 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
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Capacity and Performance. (a) During his employment hereunderCommencing on April 13, 2006, and continuing thereafter during the term hereof, the Executive shall serve the Company as its Chief Executive Officer (“CEO”). In addition, reporting and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Sports Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time. The Executive shall report to the the Board of Directors of the Company (the “Board”) or a committee thereof.
(b) In addition, The Company shall take all actions reasonably necessary to elect and without further compensation, re-elect the Executive shall serve as a member of to the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, positions and offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof.
(c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He As CEO, he shall have the duties and responsibilities of CEO that position and such other duties and responsibilities, reasonably consistent with that position, with respect to the business operations of the Company and its Immediate Sports Affiliates, as may be assigned by the Board or a committee thereof from time to time.
(d) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s former offices of Easton Sports, Inc. (“ESI”) in Van Nuys, California as of the date hereof Closing Date (the “Van Nuys ESI Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys ESI Location unless the Executive has expressly consented in writing thereto.
(e) During the term hereof, the Executive shall devote his 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 Immediate Sports Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on may remain a member of the board of directors of Volcom, Inc. and a member of its audit committee during his employment with the Company, provided that such activities do not detract from his performance hereunder or result in a conflict of interest. The Executive shall not engage in any other governing board of any Person (as defined in Section 14 hereof) without business activity except with the express prior written approval of the Board or its authorized representative. It Board, it also is being agreed that if the Board subsequently determines, and gives notice to the Executive, determines that any such membership, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 7, Section 8 performance or Section 9 of this Agreement or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
(f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.
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