Duties and Powers of Executive. Subject to all of the terms and conditions hereof, during the Employment Period, the Company shall employ Executive as Chief Executive Officer and President of the Company. In addition, during the Employment Period, Executive shall also serve in such capacity for any and all subsidiaries of the Company, unless Executive waives such assignment. During the Employment Period, Executive shall be responsible for the management and operation of the Company and its subsidiaries, will have full authority to manage, operate and take all acts, do all things and execute all documents or assurances as he, in his discretion, deems necessary, desirable or useful, including, but not limited to, the (i) hiring, terminating and supervising decisions with respect to all employees of the Company and its subsidiaries; (ii) coordinating the management team for the Company and its subsidiaries, including instructing all Company and subsidiary officers as to their working role in the daily affairs of the Company and its subsidiaries; and (iii) attending to all matters requiring legal attention and instituting all legal action or proceedings with regard to the ordinary course of the routine affairs of the Company and its subsidiaries, all subject to the direction and control of the Board of Directors of the Company (the "Board"). During the Employment Period, Executive shall report and be accountable only to the Board. Executive shall also serve on the Board for no additional compensation. During the Employment Period, Executive shall exclusively devote his professional and business time (other than absences due to illness or vacation) to Executive's duties hereunder, except that Executive may serve on boards of 2 directors or advisory boards of charitable organizations for reasonable amounts of time and make reasonable personal investments provided that such activities do not interfere with his services to the Company.
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Duties and Powers of Executive. (a) Subject to all of the terms and conditions hereof, during the Employment Period, the Company shall employ Executive as Chief Executive Officer Financial Officer, Senior Vice-President Finance and President Secretary of the Company. In addition, during the Employment Period, Executive shall also serve in such capacity for any and all subsidiaries of the Company, unless Executive waives such assignment. During the Employment Period, Executive shall be responsible have these powers and duties normally associated with the position of Chief Financial Officer including responsibility for the management all financial and operation of the Company and its subsidiaries, will have full authority to manage, operate and take all acts, do all things and execute all documents or assurances as he, in his discretion, deems necessary, desirable or useful, including, but not limited to, the (i) hiring, terminating and supervising decisions with respect to all employees of the Company and its subsidiaries; (ii) coordinating the management team for the Company and its subsidiaries, including instructing all Company and subsidiary officers as to their working role in the daily affairs of the Company and its subsidiaries; and (iii) attending to all matters requiring legal attention and instituting all legal action or proceedings with regard to the ordinary course of the routine accounting affairs of the Company and its subsidiaries, all subject to and such other powers and duties as may be prescribed by the direction Company; provided, that, such powers and control of the Board of Directors of the Company (the "Board"). During the Employment Period, Executive shall report and be accountable only to the Board. Executive shall also serve on the Board for no additional compensationduties are consistent with Executive’s position. During the Employment Period, Executive shall exclusively devote his professional and business time (other than absences due to illness or vacation) to Executive's ’s duties hereunder, except that Executive may serve on boards of 2 directors or advisory boards of charitable organizations for reasonable amounts of time and make reasonable personal investments provided that investments; provided, that, such activities do not interfere with his services to the Company.
(b) In the exercise of any of his responsibilities or authority hereunder, Executive shall act in good faith, and so long as Executive acts in good faith, he will have no liability or obligation to the Company for any act or omission resulting from carrying out such obligation, irrespective of whether or not such act or omission may have been reasonably prudent or in good business judgment.
(c) The Company shall indemnify and hold Executive harmless from and against any and all claims, damages, costs, suits, actions and expenses (including legal fees), arising directly or indirectly, in whole or in part, out of any matter related to the Company, or any action taken by Executive within the scope of his duties or authority hereunder, excluding only such of the foregoing as arise from negligent acts or bad faith of the CFO and this indemnity will survive termination or expiration of this Agreement.
(d) Executive shall indemnify and hold the Company harmless from and against any and all claims, damages, costs, suits or actions arising out of any breach, violation or non-performance of any covenant, condition or agreement in this Agreement set forth and contained on the part of the Executive to be fulfilled, kept, observed or performed and this indemnity will survive the termination or expiration of this Agreement.
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