Office and Duties Clause Samples

Office and Duties. During the Term, the Executive shall serve as Vice Chairman of the Company, subject to the terms of this Agreement, with such duties, authority and responsibility as are commensurate with such position, subject to oversight and direction of the Company’s board of directors (the “Board”). In exercising his duties and responsibilities, the Executive shall have all the power and authority necessary to fulfill and discharge his duties and responsibilities and shall abide by lawful directions given by the Board. The Executive shall be responsible for such additional duties commensurate with his position not materially inconsistent with the foregoing as may be reasonably determined by the Board from time to time.

Office and Duties. The Executive shall be employed as an executive officer of OnLine Power Supply, Inc., ("OPS"), which as of the date of this Agreement is a subsidiary corporation of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position shall continue to be Vice-President-Engineering, Research and Development for the Company, with primary duties in the power supply division. The Executive shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy to the performance of the duties of his position. Notwithstanding the above, Executive shall be permitted to have interests in other businesses that do not compete with the Company or its subsidiaries, or otherwise are in violation of this Agreement, and he may render services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of...

Office and Duties. Executive shall report to the President and Chief Executive Officer or such other supervisor as designated by the President and Chief Executive Officer of Employer. Executive shall perform such tasks commensurate with this position as may from time to time be assigned by Employer. Executive shall devote all business time, labor, skill, undivided attention and best ability to the performance of Executive’s duties hereunder in a manner which will faithfully and diligently further the business and interests of Employer. During the term of employment, Executive shall not directly or indirectly pursue any other business activity without the prior written consent of Executive’s supervisor, with the exception of passive personal investments not in breach of any other term or provision hereof. Executive agrees to travel to whatever extent is reasonably necessary in the conduct of Employer’s business, at Employer’s expense and pursuant to Employer’s standard policies and procedures.

Office and Duties. Executive shall have the usual duties, responsibilities and authority (the “Executive’s Authority”) of a Chief Executive Officer, and shall report to the Company’s Board of Directors, and shall perform such specific other tasks, consistent with his position as Chief Executive Officer, as may from time to time be assigned to him by the Board of Directors. Executive shall devote substantially all of his business time, labor, skill, undivided attention and best ability to the performance of his duties hereunder. Executive may not, without Executive’s consent, be required to perform Executive’s duties at any location that is more than fifty (50) miles from the Company’s principal office in Burlington, Massachusetts, except that Executive agrees that he will travel to whatever extent is reasonably necessary in the conduct of the Company’s business. -1-

Office and Duties. During the term of his employment hereunder, Employee shall serve in the capacity of President and Chief Executive Officer of the Company. In such capacity, Employee shall do all things necessary and incident to this position and otherwise shall perform such functions as the Board of Directors of the Company may establish from time to time commensurate with Employee’s skill, position and background as reasonably determined by the Board. The performance of the duties hereunder shall be performed at such reasonable time and places as shall be determined by the Board. The Employee shall report directly to the Board of Directors. A description of the current duties is attached hereto as Exhibit A.

Office and Duties. (a) Employee shall be employed by the Company as its President and Chief Executive Officer and will serve as a member of the Board of Trustees of the Company (the "Board") and member of the Executive Committee of the Board, and shall perform such duties and shall have such authority as may from time to time be specified by the Board. Employee shall report directly to the Board. (b) Without further consideration, Employee shall, as directed by the Board, serve as a director or officer of, or perform such other duties and services as may be requested for and with respect to, any of the Company's Subsidiaries, including, without limitation, Brandywine Realty Services Corporation. As used in this Agreement, the terms "Subsidiary" and "Subsidiaries" shall mean, with respect to any entity, any corporation, partnership, limited liability company or other business entity in which the subject entity has the power (whether by contract, through securities ownership, or otherwise and whether directly or indirectly through control of one or more intermediate Subsidiaries) to elect a majority of board of directors or other governing body, including, in the case of a partnership, a majority of the board of directors or other governing body of the general partner.

Office and Duties. (a) Executive shall be elected and continue to be elected as a director of the Company and shall initially serve as Chief Executive Officer. Subject to the direction of the Board of Directors, Executive shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Company in connection with the conduct of its business or the business of any subsidiary or affiliate of the Company. Nothing herein shall preclude the Board of Directors from changing Executive's title and duties if the Board of Directors has determined in its reasonable judgment that such change is in the Company's best interests, provided, however, that at all times during the term of the Agreement, Executive shall be employed as a senior executive of the Company, with appropriate and commensurate title, rank, status and duties. (b) During the term hereof, Executive shall devote sufficient business time, attention and energies to the business of the Company and its affiliates to properly discharge his duties and responsibilities under this Agreement and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, if such activity is likely to or has interfered in any way with Executive's duties; provided that nothing in this section shall be construed as preventing Executive from (a) investing his personal assets in businesses which do not compete with the Company in such form or manner as will not require any services on the part of Executive in the operation or the affairs of the companies in which such investments are made in which his participation is solely that of an investor, or (b) purchasing securities in any corporation whose securities are publicly traded, provided that such purchase shall not result in his collectively owning beneficially at any time more than five percent (5%) of the equity securities of any corporation engaged in a business competitive to that of the Company. (c) During the term hereof, the principal place of employment of Executive shall be in the metropolitan New York City area. It is understood that in connection with his duties under this Agreement, Executive will be required to travel to and perform services at other locations including the Company's offices in Greece.

Office and Duties. (a) During the Term, Employee shall serve as CEO of the Company, and shall report directly to the Board and/or an executive committee established by the Board, and shall be subject to its and/or their supervision, control and direction. Employee shall also serve on the Board as may be requested from time to time. (b) In his capacity as CEO of the Company, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the Board, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the Board or committee established by the Board. (c) During the Term, Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote substantially all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. (d) During the Term, Employee shall not be engaged in any business activity which, in the reasonable judgment of the Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage.

Office and Duties. (a) Employee shall be promoted to Chief Operating Officer of Company. In such capacity, Employee shall render such services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the supervision of and in accordance with the policies set by the Board. As Chief Operating Officer, Employee shall be responsible for managing the day-to-day operations of the business and shall have the responsibility and authority, subject to policies set by and with the approval of the Board, to employ and terminate employees, sign agreements and otherwise to implement the policies and directives of the Board, all subject to the provisions of any operating budget or budgets as may be approved from time to time by the Board and subject to the By-Laws of the Company. Employee shall perform any other duties reasonably required by the Board and reasonably related to his responsibilities as Chief Operating Officer. (b) For as long as Employee shall remain an employee of Company, Employee's entire working time, energy, skill and best efforts shall be devoted to the performance of Employee's duties hereunder in a manner which will faithfully and diligently further the business and interests of Company. Employee may engage in charitable, civic, fraternal, trade and professional association activities that do not interfere with Employee's obligations to Company, but Employee shall not work for any other for-profit business without so disclosing such activity to the Board, in which event the Board may not unreasonably withhold its consent to such activity.