Position and Duties. (1) During the Employment Period, the Executive shall serve as President and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period. (2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties. (3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Sources: Employment Agreement (Renewable Energy Group, Inc.)
Position and Duties. (1a) During the Employment Periodterm of his employment hereunder (the "TERM"), the Executive shall serve as President and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time (subject to time by Executive's re-election to the Board of Directors of the Company (the “Board”), subject to "BOARD") by the general direction, approvalCompany's shareholders) as a member of, and control of the Chairman of, the Board. The Executive shall report have the authorities, duties and responsibilities that are customarily assigned to the chief executive officer and chairman of the board of a company of the size and nature of the Company; and shall have such other duties and responsibilities, not inconsistent therewith, as may from time to time reasonably be assigned to him by the Board. The Company shall propose use all reasonable efforts to maintain Executive as a member of, and Chairman of, the Board, and as Chief Executive Officer of the Company, throughout the Term. Executive agrees that upon the termination of his employment as Chief Executive Officer of the Company, his chairmanship of, and membership on, the Board shall immediately and automatically terminate and he shall promptly execute any documents evidencing such termination that the Company may reasonably request him to execute.
(b) In his capacity as Chief Executive be appointed or elected Officer of the Company, Executive shall report solely and directly to the Board on or as soon as practicable after Board. All other senior executives of the Effective Date andCompany shall, during the Employment PeriodTerm and unless Executive otherwise directs, the Company shall propose the Executive for re-election report directly to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodExecutive.
(2c) During the Employment PeriodTerm, the and excluding any periods of vacation and sick leave to which Executive agrees to is entitled, Executive shall devote substantially all of his full working business time and attention to the business and affairs of the Company and its subsidiaries shall perform, faithfully and to use diligently, his best efforts to perform faithfully, effectively, duties and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s businessresponsibilities hereunder. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it It shall not be considered a violation of this Agreement the foregoing for the Executive to to: (i) manage personal investments; and (ii) serve on industry tradecorporate, industry, civic, social or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors or engage in charitable activities and advisory committees, as long as the activities set forth in (i) – community affairs; (ii) accept and fulfill a reasonable number of speaking engagements; (iii) manage his own personal investments and affairs; and/or (IV) engage in business activities, consistent with past practice, involving one or more of Starwood Capital Group, L.L.C., Starwood Capital Group, L.P., their affiliates, and related parties (collectively, "STARWOOD ENTITIES"); provided that the foregoing activities do not materially interfere with the performance of the Executive’s 's responsibilities hereunder.
(d) Executive agrees to discharge his duties and responsibilities obligations under this Agreement in accordance with such reasonable policies, consistent with the express terms of this Agreement, as the Company may from time to time (either before or after the Effective Date) adopt and communicate to Executive.
(e) During the Term, Executive's principal office, and principal place of employment, shall be at the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business's principal executive offices in Manhattan.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President Executive Vice President, General Counsel and Chief Executive Officer and as a Director Corporate Secretary of the Company and, in so doing, and shall have the normal responsibilities, duties, responsibilities and authority associated with attendant to such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”)position, subject to the general direction, approval, and control power of the Company's Chief Executive Officer ("CEO") or Board of Directors (the "Board. The ") to expand or limit such duties, responsibilities and authority.
(b) Executive shall report to the Board. The Company CEO, and Executive shall propose that the Executive be appointed devote Executive's best efforts and Executive's full business time and attention (except for permitted vacation periods and reasonable periods of illness or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2other incapacity) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfullySubsidiaries; PROVIDED THAT Executive shall, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. HoweverCEO, it shall not be a violation of this Agreement for the Executive allowed to serve as (i) manage personal investments; and (ii) serve on industry a director or officer of any non-profit organization including trade, civic, educational or charitable boards organizations, or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) a director of any corporation which is not competing with the Company or any of its Subsidiaries in the office product and office supply industry so long as such duties do not materially interfere with the performance of the Executive’s 's duties or responsibilities under this Agreement. Executive shall perform Executive's duties and responsibilities under this Agreement to the Company. The Board shall be deemed to have approved the best of Executive’s current position as President of OEI's abilities in a diligent, Inc. trustworthy, businesslike and Oh Family Investments, LLC efficient manner.
(his family investment companies). c) Executive shall be allowed based at or in the incidental use vicinity of communications equipmentthe Company's headquarters BUT may be required to travel as necessary to perform Executive's duties and responsibilities under this Agreement.
(d) For purposes of this Agreement, computers and other office services for activities other than for Company business"SUBSIDIARIES" shall mean any corporation of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.
Appears in 1 contract
Position and Duties. (1i) During the Employment Period, the Executive shall serve as the President and Chief Executive Operating Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated perform such duties and functions commensurate with such position title as the Chief Executive Officer of the Company (“CEO”) and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”)) shall reasonably determine, subject which duties shall include, but not be limited to, training executives and/or other individuals designated by the CEO in all aspects of the Company’s business, and assisting the designated individuals in developing the necessary relationships with customers, clients, suppliers, agents, consultants, directors, officers, employees, and other business associates of the Company. Executive shall report exclusively to the general direction, approval, CEO and control of the Board. The If the CEO is unavailable (a) for any length of time due to the CEO’s disability or illness; or (b) for one (1) month or more due to any other reason, the Board may designate an individual to whom Executive shall report. Executive shall report to the Boarddesignated individual only for the period of the CEO’s unavailability. The Executive’s services shall be performed principally at the Company’s headquarters in Allendale, New Jersey or such other headquarters as may exist from time to time. However, from time to time, Executive may also be required by his job responsibilities to travel on Company business, and Executive agrees to do so. Executive shall propose that not be required to relocate from the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date andAllendale, during New Jersey area without Executive’s consent. During the Employment Period, Executive shall, if he agrees and if he is elected or appointed, serve as an officer of the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member and/or any parents, subsidiaries or affiliates of the Board throughout the Employment PeriodCompany in existence or hereafter created or acquired without any additional compensation for such services.
(2ii) During the Employment Period, the Executive agrees to devote substantially all of his full working time attention, energy and skills to the business and affairs of the Company. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Employment Period. Executive may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive’s performance of Executive’s duties hereunder, is contrary to the interests of the Company or its parents, subsidiaries or affiliates, or requires any significant portion of Executive’s business time. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business or affairs of the Company, its parents, subsidiaries and to use or affiliates or interfere with Executive’s performance of his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) duties hereunder or otherwise violate this Agreement. During the Employment Period, Executive may not serve on the Executive shall not engage in board of directors of any activities in competition entity which competes with the Company or business of A▇▇▇▇ Corporation, Inc. (“A▇▇▇▇”), its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, affiliates without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of communications equipment, computers and other office services for activities other than for Company businessdirectors.
Appears in 1 contract
Sources: Employment Agreement (Aceto Corp)
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President the General Counsel of the Company. During the Employment Period, Executive is to have the normal duties, responsibilities and authority of an executive with the title of General Counsel, subject to the power of the Chief Executive Officer to provide oversight and as a Director direction with respect to such duties, responsibilities and authority, either generally or in specific instances and consistent with such position.
(b) During the Employment Period, Executive acknowledges and agrees that from time to time (i) the board of directors of the Company (the “Company Board”) or the board of directors or managers, as applicable, of any member of the Company Group, may assign Executive additional positions with the Company or such member of the Company Group, respectively, or (ii) the equityholders of any member of the Company Group may request that Executive serve on the board of directors or managers, as applicable, of another member of the Company Group that is its subsidiary, with such titles, duties and responsibilities as shall be determined by the Company Board or such board of directors or managers, or such equityholders, as applicable. Executive agrees to serve in any and all such positions without additional compensation. Upon the Date of Termination, Executive shall, at the request of the applicable equityholders or the applicable board of directors or managers, resign from all such positions.
(c) Executive acknowledges and agrees that Executive shall be subject to all the terms and conditions set forth in (i) the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, supplemented or otherwise modified from time to time, applicable to the Company Board or the members of the Company Board and (ii) the relevant governing documents of any other member of the Company Group for which Executive provides services pursuant to this Agreement.
(d) Executive shall report to the Chief Executive Officer of the Company.
(e) During the Employment Period, Executive shall devote Executive’s full professional time and attention (except for permitted vacation periods and. reasonable periods of illness or other incapacity) to the Business and affairs of the Company Group. Executive shall perform Executive’s duties and responsibilities in a diligent, trustworthy, business-like and efficient manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or engage in so doing, shall have any other business activity which could materially interfere or conflict with the normal responsibilities, performance of his duties, services and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Board of Directors of Company without the Company (Board’s prior consent. Other than as set forth in Appendix 1, Executive neither serves as director nor as principal of any for profit, charitable or civic organizations. Executive will provide the “Board”)Company with prior written notice of any material future commitments with respect to any charitable or civic organization, subject provided that Executive shall not serve in such current or future positions in the event such service unreasonably interferes with Executive devoting Executive’s full professional time and attention to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business Business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with Group. At such time as the Company Board determines that in its reasonable, good faith judgment any or its subsidiaries all such director or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not principal positions materially interfere or conflict with the performance of Executive’s duties, services and responsibilities hereunder, subject to compliance with applicable law, the Company Board may require the resignation of Executive from any or all such positions.
(f) Executive shall perform Executive’s duties and responsibilities to principally at the Company. The Board shall be deemed to have approved headquarters office of the Executive’s current position as President of OEICompany in Atlanta, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessGeorgia.
Appears in 1 contract
Sources: Employment Agreement (Aveanna Healthcare Holdings, Inc.)
Position and Duties. (1a) During the Employment PeriodPeriod (as defined in Section 4 below), the Executive shall serve as President and the Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, dutiesCompany. Executive will report to, and authority associated with such position and such additional customary responsibilities, duties, be subject to the overall direction and authority as may be assigned from time to time by of, the Board of Directors of the Company (the “Board”)) of Parent. Executive shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, and such other matters related to the day-to-day management of the Company as may be delegated to Executive by the Board. So long as Executive is the Company’s Chief Executive Officer, subject to applicable law and the general directionrules of any stock exchange on which Parent’s or any of its Subsidiaries’ stock may be traded, approval, and control of the Board. The Company will ensure that Executive shall report is appointed to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2b) During the Employment Period, the Executive agrees to will devote his Executive’s best efforts and full working business time and attention to the business and affairs of the Company and its subsidiaries and to use his best efforts to Company. Executive will perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed Company to have approved the best of Executive’s current position as President of OEIabilities in a diligent, Inc. trustworthy, businesslike and Oh Family Investmentsefficient manner.
(c) Executive will be based in or around New York, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipmentNew York and acknowledges that regular travel to Alpharetta, computers Georgia and other office services global locations will be required in order for activities Executive to perform Executive’s duties and responsibilities to the Company and to interact with the other than for Company businessmembers of the Company’s executive team.
(d) For purposes of this Agreement, “Subsidiaries” (in either plural or singular form) shall mean any corporation or other entity (including the Company) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent, directly or indirectly through one or more Subsidiaries.
Appears in 1 contract
Sources: Employment Agreement (Infor, Inc.)
Position and Duties. (1a) The Company shall employ the Executive, and the Executive agrees to be employed by the Company, in the position of Vice Chairman. The Executive shall also be the Chairman of the Executive Committee of Management of the Company and shall assume and perform the duties of Chairman of the Board (“Chairman”) in the Chairman’s absence. The Executive shall report directly to the Chairman and the Board. The Executive shall be the most senior executive officer of the Company, with no executive officer ranking equal to or above the Vice Chairman, and shall perform such functions as may from time to time be designated by the Board, not inconsistent with such position, and shall have all the duties customarily associated with the most senior executive officer of the Company, including responsibility for the general operation, management and profitability of the Company and complete authority, in consultation with the Board as directed or required, with respect to hiring, firing and compensation decisions, subject to established budget limits and written policies and procedures, as shall be established by the Company from time to time. During the Employment Period, the Company shall nominate the Executive as a member of the Board. In the event that the Executive’s employment with the Company terminates for any reason, the Executive agrees to resign from the Board upon the request of the Board. All other employees of the Company shall report directly to the Executive or to such other persons as the Executive shall direct. During the Employment Period, the Executive shall serve as President and Chief Executive Officer and as a Director perform the Executive’s duties hereunder to the best of the Company andExecutive’s abilities, in so doing, shall have well and faithfully and at the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Boardhighest professional level. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time business time, attention, skills and efforts to the business and affairs of the Company Company, and its subsidiaries and to shall use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During promote the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance interests of the Company’s business. Further; provided however, during the Employment Period, first 90 days the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval may spend a portion of the Board. However, it shall not be a violation of this Agreement for the Executive to his time winding up two (i2) manage personal investmentsexisting consulting projects; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) provided that they do not materially interfere with the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may engage in charitable, civic or community activities and lecturing (including at industry functions) and, subject to the approval of the Board, serving as a member of the Board of Directors of public companies (24/7 Real Media, Inc. hereby being approved) provided that they do not interfere with the performance of his duties hereunder.
(b) Throughout the Employment Period, the Executive’s duties and responsibilities will be performed primarily at the Company’s offices in the New York City metropolitan area, including Jersey City, New Jersey, as established by the Company, subject to the Company. The Board shall travel requirements of his position, which Executive acknowledges may be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesssubstantial.
Appears in 1 contract
Sources: Employment Agreement (Accoona Corp)
Position and Duties. (1) During the Employment Period, the Executive shall serve as President and Chief Operating Officer of the Company, and shall report solely and directly to the Companys Chairman and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject . Executive shall have those powers and duties normally associated with the position of President and Chief Operating Officer of entities comparable to the general directionCompany and such other powers and duties as may be prescribed by the Board; provided that, approval, such other powers and control duties are consistent with Executives position as President and Chief Operating Officer of the BoardCompany. The Executive shall report devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Company. Notwithstanding the above, Executive shall be permitted, to the Board. The Company shall propose extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder to (i) manage Executives personal, financial and legal affairs, (ii) to serve on civic or charitable boards or committees (it being expressly understood and agreed that Executives continuing to serve on any such board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Commencement Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for deemed not to interfere with the performance by Executive to remain as a member of the Board throughout the Employment Period.
his duties and responsibilities under this Agreement) and (2iii) deliver lectures or fulfill speaking engagements. During the Employment Period, Executive shall also serve as a director of the Company. If L. ▇▇▇▇▇ M▇▇▇ ceases to serve as Chairman and Chief Executive agrees to devote Officer of the Company at any time during the Employment Period by reason of his full working time to death or incapacity, it is the business intention of the Board, that either M▇▇▇ ▇▇▇▇ or R▇▇▇▇▇▇ ▇▇▇▇ shall be appointed as the Chairman and affairs Chief Executive Officer of the Company and the Board, subject only to its subsidiaries and fiduciary duties to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or and its subsidiaries or participate in any businessstockholders and applicable law, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees shall take all action necessary to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesscarry out such intention.
Appears in 1 contract
Sources: Employment Agreement (Clear Channel Communications Inc)
Position and Duties. (1) During the Employment Period, the Executive shall serve as President and Chief Executive Officer and as a Director of the Company and, and in so doing, shall have such other positions with the normal responsibilities, duties, Company and authority associated its subsidiaries and affiliates consistent with such Executive’s position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject ) shall reasonably assign Executive from time to the general direction, approval, and control of the Boardtime. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during such time as the current Chairman of the Board (“Chairman”) also serves as an officer of the Company, to the Chairman. In connection with his appointment as Chief Executive Officer, the Board shall appoint the Executive as a member of the Board. During the Employment Period, the Company shall propose the also nominate Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout at the Employment Period.
(2) expiration of each term of office, and Executive shall serve as a member of the Board for each period for which he is so elected. During the Employment Period, the Executive agrees to shall devote his full working all Executive’s business time on a full-time and exclusive basis to the business services required hereunder, and affairs shall perform such services in a manner consonant with the duties of Executive’s position. Executive shall be subject to the terms and conditions of any applicable policy of the Company (including, without limitation, “The ▇▇▇▇ Disney Company and its subsidiaries Associated Companies Standards of Business Conduct” booklet and the Employee Policy Manual), as reasonably made available and as interpreted from time to use his best efforts to perform faithfullytime by the Company, effectivelyprovided that, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability subject to the furtherance provisions of the Company’s business. FurtherParagraph 7(a), during the Employment Period, the nothing herein shall preclude Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to from (i) manage personal investments; engaging in charitable activities and community affairs, and (ii) serve on industry trademanaging Executive’s personal investments and affairs, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as so long as the activities set forth listed in subclauses (i) – (iii)-(ii) do not materially interfere interfere, individually or in the aggregate, with the proper performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesshereunder.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve continue to be employed as the President and Chief Executive Officer and as a Director of the Company and, in so doingwhen applicable, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (shall cause the “Board”), subject Executive to the general direction, approval, and control be reelected as a member of the Board. The In his executive capacities, the Executive shall report to the Board through the Chairman of the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during During the Employment Period, no executive of the Company shall propose other than the Executive for re-election to shall have a direct reporting relationship with the Board at such times as shall be necessary for Executive to remain as a member Chairman of the Board throughout the Employment Period.
(2) Board. During the Employment Period, the Executive agrees shall have authority to make all operating decisions, plan the strategic direction of the Company, and hire, promote and terminate the employment of all personnel, subject to the direction of the Board. During the Employment Period, the Executive shall have such reasonable and customary powers as are generally associated with the positions of President and Chief Executive Officer, including, without limitation, authority to expend capital resources of the Company and shall have, subject to the direction of the Board, authority to fill all management positions.
(b) If, during the Employment Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall cease to serve as Chairman of the Board for any reason, the Company shall cause the Executive thereupon to be elected as Chairman of the Board in addition to the positions of President and Chief Executive Officer and shall, as Chairman, report directly to the Board.
(c) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote his full working principal attention and time during normal business hours to the business and affairs of the Company and its subsidiaries and and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive's reasonable best efforts to perform faithfullycarry out such responsibilities faithfully and efficiently. Notwithstanding the foregoing, effectively, and efficiently his duties.
(3) During nothing in this Agreement shall be construed to limit the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote ability of the Executive’s full productive time, attentionfrom and after the Split Date, energy, and ability to provide services to the furtherance of entity which holds the Company’s business's gaming operations following the Split. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it It shall not be considered a violation of this Agreement the foregoing for the Executive to (i) manage personal investments; and (iiA) serve on industry tradecorporate, civic, civic or charitable boards or committees or, subject to the prior approval (excluding those which would create a conflict of the Board (which approval shall not be unreasonably withheldinterest), on for-profit corporate boards of directors (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and advisory committees(C) manage personal investments, as so long as the such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and 's responsibilities to as an employee of the Company in accordance with this Agreement.
(d) The Executive's services shall be performed primarily at the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI's Headquarters in Beverly Hills, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessCalifornia.
Appears in 1 contract
Position and Duties. (1a) During Heretofore, Executive has served other companies in various financial and administrative roles and is currently winding up operations as Interim CFO for Particle Drilling Technologies, and has been instrumental to their financial SEC reporting and overall administration; and Henceforth, the Employment PeriodCompany hereby employs Executive as its new Chief Financial Officer – VP of Accounting and Finance, and Corporate Secretary pursuant to the terms of this Agreement commencing as of the Effective Date for the "Term of Employment" (as herein defined below). In this capacity, the Executive shall serve devote his best efforts and his full business time and attention to the performance of the services defined by the by-laws of the company, services customarily incident to such offices and position and to such other services of a senior executive nature as President and may be reasonably assigned by the Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time or requested by the Board of Directors (the "Board") of the Company (the “Board”), subject to the general direction, approval, and control which may include services for one or more subsidiaries or affiliates of the BoardCompany. The Executive shall report in his capacity as an employee and officer of the Company be responsible to and obey the Board. The Company shall propose that reasonable and lawful directives of the Chief Executive be appointed or elected to Officer and the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodDirectors of Hyperdynamics Corporation.
(2b) During the Employment Period, the Executive agrees to shall devote his full working time (as defined below) and attention to such duties, except for sick leave, periodic personal trips and vacations as determined not to conflict with the business and affairs material operations of the Company Company, and its subsidiaries and to excused leaves of absences otherwise. Executive shall use his best efforts during the Term of Employment to perform faithfullyprotect, effectivelyencourage, and efficiently promote the interests of the Company. Full time with respect to this agreement is understood to credit the Executive for his dutieson-call status with regard to managing employees located around the world and recognizing that the Executive’s hours of specific work for the company are not limited to any specific range of time during a work day but can be accomplished around the clock and on weekends and/or holidays if deemed necessary by the Chief Executive Officer or the Executive his self, and certain responsibilities of Executive’s responsibilities, as approved by the Chief Executive Officer, may be done at any physical location including Executive’s home. As approved by the Chief Executive Officer the company may establish full home computer system and access communications capabilities for Executive as deemed necessary by mutual agreement of the Chief Executive Officer and Executive.
(3c) During the Employment PeriodNotwithstanding paragraph 2(b), the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either be entitled to sit as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any a director on other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committeesso long as doing so presents no conflict of interest with Executive's performance of his duties or his positions at the Company, as long as determined and approved by the activities set forth in (i) – (ii) do not materially interfere with the performance board of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessdirectors.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President and Chief Executive Operating Officer and as a Director of the Company andCompany, in so doing, and shall have the normal duties, responsibilities, duties, functions and authority associated with of such position and such additional customary responsibilities, duties, and authority positions as may be assigned from time to time by the Board CEO or the Board. Executive hereby accepts such continued employment and agrees to devote Executive’s full employment energies, interest, abilities and time to the performance of Directors Executive’s duties to the Company or any of its Affiliates as assigned by the Company. Executive shall promptly and faithfully comply with all the rules and regulations of applicable governmental regulatory agencies and with the reasonable instructions, directions, requests, rules and regulations of the Company in connection with the performance of Executive’s duties.
(the “Board”), subject to the general direction, approval, and control of the Board. The b) Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date andagrees that, during the Employment Period, Executive’s services shall be exclusive to the Company shall propose the and therefore Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Periodwill not engage in any other employment, the Executive agrees to devote his full working time occupation, consulting or other business activity directly related to the business and affairs of in which the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company Affiliates are involved or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, become involved during the Employment Period, the nor will Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject activities that conflict with Executive’s obligations to the prior approval Company and its Affiliates. Executive agrees to the Conflict of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities Interest Guidelines set forth in (i) – (ii) do on Exhibit B to this Agreement. Notwithstanding the foregoing, Executive may perform such other work, whether for consideration or as a volunteer, only if and to the extent that such other work does not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall not make any investment of money or time in any business that is or may be allowed competitive or which is being formed or organized to be competitive with or similar to or adverse to any of the incidental use Company’s or any of communications equipmentits Affiliates’ businesses, computers and services, or product(s), whether such business is conducted by a proprietorship, partnership, corporation or other office services for activities other entity or venture. However, nothing herein shall prohibit Executive from being a passive owner of not more than for Company business4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
Appears in 1 contract
Position and Duties. (1a) During the Employment PeriodPeriod (as defined in Section 4 below), the Executive shall serve as the President and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, dutiesCompany. Executive will report to, and authority associated with such position and such additional customary responsibilities, duties, be subject to the overall direction and authority as may be assigned from time to time by of, the Board of Directors of the Company (the “Board”)) of Parent. Executive shall have the normal duties, responsibilities, functions and authority of a president and chief executive officer and such other matters related to the day-to-day management of the Company as may be delegated to Executive by the Board. So long as Executive is the Company’s President and Chief Executive Officer, subject to applicable law and the general directionrules of any stock exchange on which Parent’s or any of its Subsidiaries’ stock may be traded, approval, and control of the Board. The Company will ensure that Executive shall report is appointed to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2b) During the Employment PeriodSubject to Section 9, the Executive agrees to will devote his Executive’s best efforts and full working business time and attention to the business and affairs of the Company and its subsidiaries and to use his best efforts to Company. Executive will perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed Company to have approved the best of Executive’s current position abilities in a diligent, trustworthy, businesslike and efficient manner.
(c) Executive shall perform Executive’s duties hereunder in New York, New York (the “Executive’s Place of Business”) and agrees to travel as President of OEIneeded to the Company’s chief executive office in Alpharetta, Inc. Georgia or such other location(s) as may be mutually agreed between the Company and Oh Family Investments, LLC (his family investment companies)Executive. Executive agrees to render Executive’s services away from Executive’s office from time to time for reasonable lengths of time and for a reasonable number of trips in the ordinary course of business, as the proper performance of Executive’s duties may require.
(d) For purposes of this Agreement, “Subsidiaries” (in either plural or singular form) shall be allowed mean any corporation or other entity (including the incidental use Company) of communications equipmentwhich the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, computers and other office services for activities other than for Company businessat the time of determination, owned by Parent, directly or indirectly through one or more Subsidiaries.
Appears in 1 contract
Sources: Employment Agreement (Infor, Inc.)
Position and Duties. (1a) As of the Effective Date, the Executive shall serve as Vice President, General Counsel and Secretary of the Company, in which capacity the Executive shall perform the usual and customary duties of such offices, which shall be those normally inherent in such capacities in companies of similar size and character as the Company and its Affiliates. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, when reasonably requested by the Chief Executive Officer, the Executive shall also be required to perform the usual and customary duties of any executive with the title of Vice President, General Counsel and Secretary with companies of similar size and character as the Company and its Affiliates, whether or not such duties are within the scope of the Executive’s duties on the Effective Date. Executive shall report to the Chief Executive Officer of the Company. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company and will act accordingly.
(b) During the Employment Period, the Executive agrees to devote substantially his full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the Company. The Executive shall not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to Section 9 herein, the Executive may serve as President a director of other companies, if such service is approved by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), so long as such service is not detrimental to the Company, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest.
(c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Chief Executive Officer and as a Director of the Company any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such.
(d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Chief Executive Officer of the Company, include, but are not limited to, the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company or its dealers or distributors.
(e) Further, the Executive covenants, warrants and represents that he shall:
(i) devote his full and best efforts to the fulfillment of his employment obligations;
(ii) exercise the highest degree of fiduciary loyalty and care and the highest standards and conduct in the performance of his duties; and
(iii) endeavor to prevent any harm, in so doingany way, to the business or reputation of the Company.
(f) For purposes of this Section 2, the determination of whether any matter or transaction constitutes a conflict of interest hereunder shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time made solely by the Board of Directors of the Company (the “Board”)) in its reasonable discretion; provided, subject to however, any matter or transaction that is permitted by or otherwise in compliance with the general directionterms and conditions of all applicable ethics, approval, and control conflict of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed interest or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs similar written policies of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During in effect at the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance time of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it such determination shall not be a violation conflict of this Agreement for interest hereunder. The determination of whether any matter or transaction is permitted by or otherwise in compliance with the Executive to (i) manage personal investments; terms and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval conditions of such policies shall be made solely by the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessits reasonable discretion.
Appears in 1 contract
Position and Duties. (1a) During The Company agrees to continue to employ the Employment PeriodExecutive, and the Executive shall serve agrees to continue to be employed, as President and Chief Executive Officer and as a Director Co-Chairman of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”)Company, subject to the general direction, approvalsupervision of, and control of reporting only to, the Board. The Executive shall report have such senior executive powers, duties, authorities and responsibilities are consistent with Executive's position and title and as have historically been performed by Executive, including acting as co-chairman of any meeting of the Board, supervising financing, acquisitions and similar major strategic transactions and strategic planning for the Company consistent with his title and position, supervising the President and Chief Operating Officer of the Company and managing all non-operating activities of the Company, including corporate governance, organizational structure, acquisitions and financing, senior executive compensation, stock and stock option issuances and stock option plan management. At all times during the period of Executive's employment, the Executive shall, unless he otherwise elects, be nominated for election by the shareholders of the Company to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2b) During the Employment PeriodPeriod (as defined in Section 2 below) and excluding any periods of vacation, the Executive agrees to devote his full working time such time, attention and efforts to the business and affairs of the Company as may be necessary to discharge the duties and its subsidiaries responsibilities assigned to the Executive hereunder and to use his the Executive's reasonable best efforts to perform faithfully, effectively, faithfully and efficiently his dutiessuch duties and responsibilities.
(3c) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it It shall not be a violation of this Agreement for the Executive to engage in any activity which is, in the good faith opinion of the Executive, not inconsistent with the Company's interests and prospects, including, without limitation, (ia) manage serving on civic or charitable boards or committees; (b) serving as an officer or director of any Company that is not in a Competitive Business (as defined herein); (c) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; (d) managing personal investments; and (iie) serve on industry tradeattending conferences conducted by business organizations; provided, civichowever, or charitable boards or committees or, subject that such activity does not significantly interfere with the performance of Executive's duties and responsibilities hereunder. It is expressly understood and agreed that to the extent that any activity has been conducted by the Executive prior approval to the date of this Agreement, the Board continued conduct of such activity (which approval or the conduct of an activity similar in nature and scope thereto) during the Employment Period shall be deemed not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially to interfere with the performance of the Executive’s 's duties and responsibilities to the Company. The Board Company and shall be deemed to have approved not constitute a violation of this Agreement.
(d) Except for periodic travel assignments, the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall not, without his consent, be allowed the incidental use of communications equipment, computers and other office required to perform services for activities the Company at any place other than for the principal place of the Company's business which shall at all times, unless the Executive otherwise consents, be within a 20 mile radius of the Company's current principal place of business. Notwithstanding anything herein to the contrary, the Executive may, at his sole discretion and upon prior written notice to the Board, relocate at any time to New York City, New York in connection with the establishment by the Company businessof executive offices in such city.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as the General Counsel of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President & General Counsel, subject to the power and authority of the Company's board of directors (the "Board") to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as the Board or the Company's President and Chief Executive Officer may from time to time direct.
(b) During the Employment Period, Executive shall report to the Company's President and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his best efforts and his full working business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries Subsidiaries. Executive shall perform his duties, responsibilities and functions to use the Company and its Subsidiaries hereunder to the best of his best abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company's and its Subsidiaries' policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company's and its Subsidiaries' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, accept other employment or perform faithfully, effectively, and efficiently his duties.
(3) other services for compensation. During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either serve as an employee, officer, director, shareholderofficer or director of, or contractorotherwise perform services for compensation for, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, entity without the prior written approval consent of the Board. However; provided that Executive may serve as an officer or director of or otherwise participate in solely educational, it shall welfare, social, religious, sporting club and civic organizations so long as such activities do not be a violation interfere with Executive's employment with the Company and its Subsidiaries.
(c) For purposes of this Agreement for Agreement, "Subsidiaries" shall mean any corporation or other entity of which the Executive securities or other ownership interests having the voting power to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval elect a majority of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards board of directors and advisory committeesor other governing body are, as long as at the activities set forth in (i) – (ii) do not materially interfere with the performance time of the Executive’s duties and responsibilities to determination, owned by the Company. The Board shall be deemed to have approved the Executive’s current position as President , directly or through one of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessmore Subsidiaries.
Appears in 1 contract
Sources: Employment Agreement (GT Solar International, Inc.)
Position and Duties. (1a) During As of the Employment PeriodCommencement Date, the Executive shall serve as President and Chief Executive Officer and as a Director Vice President-Retail Operations of the Company andCompany, in so doingwhich capacity the Executive shall perform the usual and customary duties of such office, which shall have the normal responsibilities, duties, be those normally inherent in such capacities in companies of similar size and authority associated with such position and such additional customary responsibilities, duties, and authority character as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the BoardGroup. The Executive shall report to the BoardPresident and Chief Executive Officer of the Company. The Company shall propose that the Executive be appointed shall, if requested, also serve as an officer or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a director of any member of the Board throughout Company Group for no additional compensation. When reasonably requested by the Employment PeriodPresident and Chief Executive Officer, the Executive shall also be required to perform the usual and customary duties of any executive with the title of Executive Vice President with companies of similar size and character as the Company Group, whether or not such duties are within the scope of the Executive’s duties on the Commencement Date.
(2b) During the Employment Period, the Executive agrees to devote his substantially the Executive’s full working time time, attention and energies to the Company Group’s business and affairs agrees to faithfully and diligently endeavor to the best of the Executive’s ability to further the best interests of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Group. The Executive shall not engage in any activities other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 hereof, this shall not be construed as preventing the Executive from investing the Executive’s own assets in such form or manner as will not require the Executive’s services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to the covenants of Section 9 hereof, the Executive may serve as a director of other companies. if such service is approved by the Parent’s Board of Managers or, if and when applicable, the equivalent ultimate governing authority of the Company Group (the “Board”), so long as such service is not detrimental to the Company Group, does not interfere with the Executive’s service to the Company Group, and does not present the Executive with a conflict of interest.
(c) The Executive agrees and acknowledges that, in connection with the Executive’s employment relationship with the Company, the Executive owes fiduciary duties to the Company Group and will act accordingly. In keeping with the Executive’s fiduciary duties to the Company Group, the Executive agrees that the Executive shall not, directly or indirectly, become involved in any conflict of interest or, upon discovery thereof, allow such a conflict of interest to continue. The Executive agrees that the Executive shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such.
(d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include, but are not limited to, the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company Group does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company Group’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9(a) hereof); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products or services designed, manufactured or marketed by the Company Group; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company Group would be interested; (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company Group or its subsidiaries or participate in any business, either acting as an employeea director, officer, directorpartner, shareholderconsultant, employee or contractor, agent of any enterprise which is in competition with the Company or its subsidiariesGroup; and (vii) if not otherwise listed in this provision, but instead any other circumstances that would create a conflict of interest under the Company’s Ethics and Code of Conduct Policy and any successors thereto.
(e) Further, the Executive agrees to covenants, warrants and represents that the Executive shall:
(i) devote the Executive’s full productive time, attention, energy, and ability best efforts to the furtherance fulfillment of the CompanyExecutive’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and employment obligations hereunder;
(ii) serve on industry trade, civic, or charitable boards or committees or, subject to exercise the prior approval highest degree of fiduciary loyalty and care and the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards highest standards of directors and advisory committees, as long as the activities set forth conduct in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder; and
(iii) endeavor to prevent any harm, in any way, to the Companybusiness or reputation of the Company Group.
(f) For purposes of this Section 2, the determination of whether any matter or transaction constitutes a conflict of interest hereunder shall be made solely by the Board in its reasonable discretion; provided, that any matter or transaction that is permitted by or otherwise in compliance with the terms and conditions of all applicable ethics, conflict of interest or similar written policies of the Company Group in effect at the time of such determination shall not be a conflict of interest hereunder. The Board determination of whether any matter or transaction is permitted by or otherwise in compliance with the terms and conditions of such policies shall be deemed to have approved made solely by the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessBoard in its reasonable discretion.
Appears in 1 contract
Sources: Employment Agreement (Academy Sports & Outdoors, Inc.)
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President the Managing Partner and Chief Executive Legal Officer and as a Director of the Company andCompany, in so doing, shall have reporting to the normal responsibilities, dutiesBoard of Directors of the Company, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time subject to time by the power of the Board of Directors of the Company (the “Board”)) or officers of the Company assigned by the Board to expand or limit Executive’s duties, subject responsibilities, functions and authority in a manner reasonable consistent with Executive’s title. Executive acknowledges and agrees that he owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and its Subsidiaries and Affiliates and to do no act which would, directly or indirectly, injure the Company’s (and its Subsidiaries’ and Affiliates’) business, interests or reputation. In addition, (i) Executive will use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and its Subsidiaries and Affiliates and shall perform his duties and responsibilities to the general directionbest of his ability in a diligent, approvaltrustworthy, businesslike and control efficient manner and (ii) Executive shall comply at all times with all lawful policies and codes of conduct of the Board. The Company and its Subsidiaries and Affiliates, as such policies and codes may change from time to time, that are provided to Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on in writing (or as soon as practicable after set forth in the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Periodemployee handbook).
(2b) During the Employment Period, Executive shall report to the Executive agrees to Board and shall devote his best efforts and his full working business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries Subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
Affiliates. Executive may serve on the board of directors (3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries equivalent) of noncompetitive, religious, civic or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, charitable entities without the prior written approval of the BoardBoard so long as such service is not disruptive, or does not interfere with Executive’s obligations hereunder, to the business of the Company or its Subsidiaries or Affiliates. HoweverExecutive shall, it shall not be a violation if so requested by the Company, also serve without additional compensation, as an officer, director or manager of any Subsidiary or Affiliate of the Company.
(c) During the Employment Period, Executive will travel on business of the Company to the extent reasonably required by the Company in order to perform Executive’s duties to the Company under this Agreement.
(d) For purposes of this Agreement for the Executive to Agreement, (i) manage personal investments; “Subsidiary” means, to the extent applicable from time to time, any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more subsidiaries and (ii) serve on industry trade“Affiliate” of an entity means any other person or entity, civicdirectly or indirectly controlling, controlled by or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere under common control with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessan entity.
Appears in 1 contract
Position and Duties. (1) During the Employment Period, the 3.1 Executive shall serve as the Company’s Executive Vice President and Chief Executive Officer Operating Officer. Executive’s principal duties and as a Director responsibilities (“Duties”) shall be (a) to oversee the efficient operation of the Company andCompany’s hospitals and day to day operations, in so doing, shall have (b) to oversee the normal responsibilities, dutiesCompany’s managed care department, and authority associated (c) to perform such other duties as the Executive from time to time may be assigned. Executive will report to the Company’s Chief Executive Officer.
3.2 Except during vacation periods or in accordance with the Company’s personnel policies covering Executive leaves and reasonable periods of illness or other incapacitation, Executive shall devote his services to the Company’s Business and interests in a manner consistent with Executive’s title and office and the Company’s needs for his services.
3.3 Executive shall perform his duties in good faith and in a manner which he honestly believes to be in the best interests of the Company, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. Executive shall at all times be subject to and shall observe and carry out such additional customary responsibilitiesreasonable rules, dutiesregulations, policies, directions and authority restrictions as may be assigned established and communicated to him from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, .
3.4 Executive’s employment by the Company shall propose the be exclusive. Therefore, until and unless Executive’s employment is terminated, Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.not:
(2a) During the Employment Perioddirectly or indirectly, the Executive agrees to devote his full working time to the business and affairs of for any purposes whatsoever, provide services to, or be employed in any capacity by, any legal or natural person other than the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.while he is employed by the Company; or
(3b) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the Company’s prior written approval of the Board. Howeverconsent, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry tradesignificantly participate in any business, civic, enterprise or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth undertaking other than in (i) – (ii) do not materially interfere connection with the performance of the Executive’s duties and responsibilities to his employment by the Company. The Board Outside personal, social or charitable activities are not prohibited so long as Executive’s participation does not impair his performance of his Duties and obligations under this Employment Agreement.
3.5 Executive acknowledges that he is and shall be deemed providing personal services to have approved the Company of a special, unique, unusual and extraordinary character requiring extraordinary ingenuity and effort by Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive further acknowledges that the Company would suffer continuing and irreparable injury which can not be adequately compensated by an award of monetary damages or through other legal remedies. Accordingly, Executive agrees that the Company shall be allowed entitled to such injunctive relief as may be required to enforce the incidental use provisions of communications equipmentthis Article 3 (including without limitation Section 3.4 above), computers and in addition to any other office services for activities other than for legal or equitable remedies Company businessmay have to enforce such provisions.
Appears in 1 contract
Sources: Employment Agreement (Integrated Healthcare Holdings Inc)
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President and the Chief Executive Legal Officer and as a Director Secretary of the Company and, in so doing, and shall have the normal duties, responsibilities, duties, functions and authority customarily associated with such position and such additional customary responsibilities, duties, other duties and authority responsibilities as may be assigned from time to time to Executive by the Company’s Chief Executive Officer, Board of Directors of the Company (the “Board”) and/or Executive Committee of the Board (the “Executive Committee”), all subject to the general direction, approval, power and control authority of the BoardBoard and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. The Executive shall perform his primary duties at the Company’s headquarters in Braselton, Georgia or at the new Duluth, Georgia headquarters once open subject to reasonable travel requirements. Until the Executive completes his permanent relocation to the Duluth, GA area within eighteen months of the Effective Date, Executive shall commute from his Cincinnati, OH home and work four-days a week from the Company's headquarters during a normal week.
(b) Executive shall report to the Board. The Company Company’s Chief Executive Officer (the “Supervisor”), and Executive shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for redevote Executive’s full-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time business energies and attention to the business and affairs of the Company and its subsidiaries Affiliates. Executive shall perform Executive’s duties, responsibilities and functions to use his the Company and its Affiliates hereunder in a diligent, trustworthy, professional, ethical and efficient manner and shall comply with the policies and procedures of the Company and its Affiliates and will cooperate fully with the Board in the advancement of the best efforts interests of the Company. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to perform faithfullythe Company or any Affiliate. Further, effectivelynothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any non-profit organization, and efficiently his dutiesso long as such membership does not interfere materially or conflict with Executive’s obligations to the Company or any Affiliate; (ii) continue service as a director of Everywhere Communications, Inc., or (iii) as otherwise agreed by the Board in writing.
(3c) During the Employment PeriodFor purposes of this Agreement, “Affiliate” shall mean with respect to any given entity, any other entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such entity. The term “control” (including, with correlative meaning, the Executive shall not engage in terms “controlled by” and “under common control with”), as used with respect to any activities in competition with entity, means the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or professionpossession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for power to direct or cause the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval direction of the Board (which approval shall not be unreasonably withheld)management and policies of such entity, on for-profit corporate boards whether through the ownership of directors and advisory committeesvoting securities, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessby contract or otherwise.
Appears in 1 contract
Position and Duties. (1) During Prior to the Employment PeriodMerger ___________________ Date, the Executive shall serve as an employee of U.S. Healthcare with the title of Co-President and Chief Executive Marketing Officer of U.S. Healthcare, shall report directly to the Chairman and shall be responsible, together with Mr. Sebastianelli (referred to her▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, as a Director the "Co- Presidents"), for all of the Company andlines of business and operations of U.S. Healthcare (including but not limited to all HMO, in so doingPOS, indemnity health insurance and other lines of business and operations, the "Business"). From and after the Merger Date, the Business shall have also include all of the normal responsibilitiesdomestic (U.S.) lines of business and operations of Aetna Health Plans (including but not limited to all Health, dutiesSpecialty Health and Group Insurance lines of business and operations), and authority associated with such the Executive shall assume the position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors Co-President of the Company (the “Board”), subject to the general direction, approval, and control of the BoardBusiness. The Executive shall report directly and exclusively to the Board. The Company shall propose that Chief Executive Officer of the Executive be appointed or elected to Company, and the Board on or individuals who serve as soon the Chief Financial Officer, Chief Medical Officer, Senior Sales Officer and Chief Legal Officer of U.S. Healthcare as practicable after of the Effective Date andshall report directly and exclusively to the Co-Presidents. The Co-Presidents shall also select and appoint those other senior officers who will be reporting directly to the Co-Presidents and will be responsible for other areas of responsibility for the Business (including but not limited to Group Insurance, during Information Technology, Operations, Sales, National Accounts, Behavioral Health, Dental, Pharmacy, Health Education and Human Resources), provided, however, that such appointments shall be made only in consultation with and with the Employment Periodapproval of the Chief Executive Officer of the Company. During the Term, the Company Executive shall propose the Executive for re-election have such additional duties and responsibilities with respect to the Board at Business as may be assigned to him by the Chief Executive Officer, provided that such times duties and responsibilities are consistent with the Executive's position as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Co-President and Chief Marketing Officer. The Executive agrees to devote substantially all his full working time time, attention and energies during normal business hours to the business and affairs performance of his duties for the Company and its subsidiaries and to use his best efforts to perform faithfullyCompany, effectively, and efficiently his duties.
(3) During the Employment Period, provided that the Executive shall not may continue to participate and engage in any activities in competition not associated with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition consistent with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business's past practices at U.S. Healthcare.
Appears in 1 contract
Sources: Employment Agreement (Aetna Inc)
Position and Duties. (1a) During the Term, the Executive shall, pursuant to the terms of this Agreement, serve as Executive Vice President and Chief Financial Officer of the Company, and shall report solely and directly to the Chief Executive Officer of the Company (the “Chief Financial Officer”). The Executive shall be based in New York, New York; provided, that the Executive understands and agrees that he shall be required to travel for business reasons, including to the Company’s headquarters in Atlanta, Georgia and to other Company locations.
(b) During the Employment Period, the Executive shall serve as President devote Executive’s full business time, energy, ability, attention and Chief skill to Employee’s employment hereunder. Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date andagrees that, during the Employment Period, Executive will not provide services as an employee, consultant, independent contractor or otherwise to any individual or entity without the written consent of the Company. The Executive shall (i) have all authorities, duties and responsibilities customarily exercised by an individual serving as Executive Vice President and Chief Financial Officer of a company the size and nature of the Company; (ii) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and (iii) have such additional duties and responsibilities, consistent with the foregoing, as the Chief Executive Officer of the Company shall propose the Executive for re-election may from time to the Board at such times as shall be necessary for Executive time assign to remain as a member of the Board throughout the Employment Periodhim.
(2c) During Notwithstanding the Employment Periodforegoing, nothing herein shall prohibit the Executive agrees to devote his full working time from (i) participating in trade associations or industry organizations that are related to the business and affairs of the Company Company, (ii) engaging in charitable, civic or political activities including Executive’s current private school and its subsidiaries and to use his best efforts to perform faithfullyfraternity organization involvement, effectively, and efficiently his duties.
(3iii) During the Employment Period, engaging in personal investment activities for the Executive shall and his family that do not engage in give rise to any activities in competition conflicts of interest with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholderaffiliates, or contractor(iv) with the prior approval of the Chief Executive Officer, in competition accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its subsidiariesaffiliates, but instead in each case so long as such interests do not materially interfere, individually or in the Executive agrees to devote aggregate, with the performance of the Executive’s full productive timeduties hereunder. Moreover, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written express approval of the Board. However, it shall not be a violation of this Agreement is granted herein for the Executive to hold one (i1) manage personal investments; and (ii) serve on industry tradedirector seat in another for profit organization, civic, provided that such directorship does not give rise to any conflicts of interest with the Company or charitable boards its affiliates or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not businesses or materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesshereunder.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive Employee shall serve as Vice President — Administration and General Counsel of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Vice President — Administration and General Counsel, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Chief Executive Officer and as a Director President of the Company and, in so doing, shall have and the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board Company’s board of Directors of the Company directors (the “Board”)) to expand or limit such duties, subject to the general directionresponsibilities, approvalfunctions and authority, and control to override actions of the Boardofficers and employees of the Company. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during During the Employment Period, Employee shall render such services to the Company shall propose as the Chief Executive for re-election to Officer and President and/or the Board at such times as shall be necessary for Executive may from time to remain as a member of the Board throughout the Employment Periodtime direct.
(2b) During the Employment Period, Employee shall report to the Chief Executive agrees to Officer and President and the Board and shall devote his best efforts and his full working business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates.
(c) Employee shall perform his duties, responsibilities and functions to the Company and its subsidiaries Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and to use his best efforts to perform faithfully, effectively, efficient manner and efficiently his duties.
(3) shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, the Executive Employee shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either serve as an employee, officer, director, shareholderofficer or director of, or contractorotherwise perform services for compensation for, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, entity without the prior written approval consent of the Board. However; provided that Employee may serve as an officer or director of, it shall or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not be a violation interfere with Employee’s employment.
(d) For purposes of this Agreement for Agreement, “Subsidiaries” shall mean any corporation or other entity of which the Executive securities or other ownership interests having the voting power to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval elect a majority of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards board of directors and advisory committeesor other governing body are, as long as at the activities set forth in (i) – (ii) do not materially interfere with the performance time of the Executive’s duties and responsibilities to determination, owned by the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessdirectly or through one or more Subsidiaries.
Appears in 1 contract
Position and Duties. (1a) During the Employment PeriodAgreement Term, the Executive shall serve be employed as the Chairman of the Board, President and Chief Executive Officer and as a Director of the Company andwith duties, in so doing, shall have the normal responsibilities, duties, powers and authority associated authorities commensurate with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Boardpositions. The Executive shall report have broad discretion and authority to manage and direct the day-to-day affairs of the Company. Neither the Board nor the Executive Committee shall manage and direct the day-to-day affairs of the Company, except to the Boardextent affected by the exercise by the Board or Executive Committee of its corporate governance duties and responsibilities, including, but not limited to, issuance of shares of common or preferred stock of the Company; material financing transactions; approval, adoption and amendment of employee compensation and benefit plans, programs or policies; administration of executive incentive compensation plans, programs or policies; and approval of any annual business plan and capital expenditure plan. The Company Executive shall propose that the Executive be appointed or elected to meet with the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company a periodic basis and shall propose meet with the Executive for reCommittee on a monthly basis (if requested by the Co-election Chairs of the Executive Committee) regarding the Company's performance sufficient to enable the Board and the Executive Committee to fulfill their corporate governance responsibilities. The Executive promptly shall disclose to the Board at such times as shall be necessary for Executive to remain as a member Committee and other members of the Board throughout any indication of interest by any person (as defined in Section 13(d)(3) of the Employment Period▇▇▇▇ ▇▇▇) to purchase shares of the Company's common stock or any other transaction which could result in a Change of Control of the Company. Executive's services shall be performed principally at the Company's corporate offices in New York City, New York.
(2b) During the Employment PeriodAgreement Term (other than any periods of vacation, sick leave or Disability to which the Executive is entitled), the Executive agrees to shall devote his full working substantially all of the Executive's attention and time to the business and affairs of the Company and its subsidiaries to discharge the duties assigned to the Executive in accordance with this Agreement, and to use his the Executive's best efforts to perform faithfully, effectively, faithfully and efficiently his such duties.
. During the Agreement Term, the Executive may (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill speaking engagements or teach at educational institutions, (3) During provide consulting services to other business entities, including those in the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energyretail clothing industry, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i4) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as so long as such activities, either individually or in the activities set forth in (i) – (ii) aggregate, do not materially interfere or conflict with the performance of the Executive’s 's duties under this Agreement and responsibilities subject to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.covenants set forth in ARTICLE X.
Appears in 1 contract
Position and Duties. (1i) During the Employment Period, the Executive shall serve as the Vice Chairman of the board of directors and President - North East Group and Chief Executive Officer and as a Director Central Plains Group of the Company and, in so doing, and shall have the normal responsibilities, duties, responsibilities and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”)Vice Chairman and President - North East Group and Central Plains Group, subject to the general direction, approval, and control power of the Chairman, the Chief Executive Officer or the Company's board of directors (the "Board") to expand ----- or limit such duties, responsibilities and authority and to override actions of the Vice Chairman and President - North East Group and Central Plains Group. The Executive shall report to the Board. The Company shall propose that the Chief Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, Officer of the Company and Executive shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his best efforts and of his full working business time and attention to the business and affairs of the Company and its subsidiaries and to Subsidiaries. During the Employment Period, the Company shall use his its reasonable best efforts to perform faithfully, effectively, cause Executive to be elected or appointed to the Board and efficiently his dutiesto the board of directors of any Subsidiary in the North East Group and Central Plains Group.
(3ii) During the Employment Period, the Executive shall not engage have the authority, based upon the performance criteria set forth in any activities in competition with the Company or its subsidiaries or participate in any businessAnnex A attached ------- hereto, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior Board approval of the Board (which approval shall not be unreasonably withheld), ) to allocate among certain key employees of the North East Group and Central Plans Group of the Company options for the purchase of the Company's common stock based on for-profit corporate boards of directors and advisory committees, as long as the activities criteria set forth therein ("Performance Options"). The Performance Options shall be subject to vesting in (i) – (ii) do not materially interfere accordance with the performance terms set forth on Annex A and shall be ------- exercisable in accordance with the terms set forth on Annex A. Executive shall ------- be permitted to allocate a portion of the Executive’s duties and responsibilities Performance Options to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesshimself.
Appears in 1 contract
Position and Duties. (1i) During the Employment Period, the Executive shall serve as the Vice Chairman of the board of directors and President - North East Group and Chief Executive Officer and as a Director Central Plains Group of the Company and, in so doing, and shall have the normal responsibilities, duties, responsibilities and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”)Vice Chairman and President - North East Group and Central Plains Group, subject to the general direction, approval, and control power of the Chairman, the Chief Executive Officer or the Company's board of directors (the "Board") to expand or ----- limit such duties, responsibilities and authority and to override actions of the Vice Chairman and President - North East Group and Central Plains Group. The Executive shall report to the Board. The Company shall propose that the Chief Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, Officer of the Company and Executive shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his best efforts and of his full working business time and attention to the business and affairs of the Company and its subsidiaries and to Subsidiaries. During the Employment Period, the Company shall use his its reasonable best efforts to perform faithfully, effectively, cause Executive to be elected or appointed to the Board and efficiently his dutiesto the board of directors of any Subsidiary in the North East Group and Central Plains Group.
(3ii) During the Employment Period, the Executive shall not engage have the authority, based upon the performance criteria set forth in any activities in competition with the Company or its subsidiaries or participate in any businessAnnex A attached ------- hereto, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior Board approval of the Board (which approval shall not be unreasonably withheld), ) to allocate among certain key employees of the North East Group and Central Plans Group of the Company options for the purchase of the Company's common stock based on for-profit corporate boards of directors and advisory committees, as long as the activities criteria set forth therein ("PERFORMANCE OPTIONS"). The Performance Options shall be subject to vesting in (i) – (ii) do not materially interfere accordance with the performance of the Executive’s duties terms set forth on Annex A and responsibilities to the Company. The Board ------- shall be deemed to have approved exercisable in accordance with the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). terms set forth on Annex A. ------- Executive shall be allowed permitted to allocate a portion of the incidental use of communications equipment, computers and other office services for activities other than for Company businessPerformance Options to himself.
Appears in 1 contract
Position and Duties. (1a) During the Employment Periodperiod from the date hereof through September 30, 2009 (the “CEO Term”), Executive shall serve as President and the Chief Executive Officer and as a Director (“CEO”) of the Company andCompany, in so doingYCC Holdings, shall have the normal responsibilities, dutiesLLC (“YCC Holdings”) and each subsidiary of YCC Holdings, and authority associated shall perform such duties as are consistent with such position and such additional customary responsibilities, dutiesposition, and authority as may be assigned from time shall report directly to time by the Board of Directors Managers of the Company YCC Holdings (the “Board”). During the CEO Term, subject to Executive shall also serve as the general direction, approval, and control Chairman of the Board, and Chairman of the board of directors of the Company and each subsidiary of YCC Holdings. The To the extent directed by the Board, Executive shall report transition his duties to such successor CEO as identified by the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment PeriodCEO Term, the Executive agrees to shall devote his full working business time and attention to the business and affairs of the Company and its subsidiaries Affiliates, and will perform his duties, responsibilities and functions at the Company’s headquarters in Massachusetts. This provision shall not be deemed to use preclude Executive from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation, or any charitable organization, membership in professional societies, lecturing or the acceptance of honorary positions, that are in any case incidental to his best efforts employment by the Company and which are not adverse to or in conflict with the interests of the Company, its business or prospects, financial or otherwise, or otherwise materially interfere with Executive’s ability to perform faithfully, effectively, and efficiently his dutiesduties as CEO.
(3b) During the Employment PeriodEffective October 1, the 2009, Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either resign from his position as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance CEO of the Company’s business, YCC Holdings and each subsidiary of YCC Holdings. FurtherDuring the period from October 1, during 2009 through September 30, 2010 (the Employment Period“Executive Chair Term”), Executive shall serve as the Chairman of the Board, and Chairman of the board of directors of the Company and each subsidiary of YCC Holdings, in each case as an officer of the Company. During the Executive agrees Chair Term, Executive shall devote a significant portion of his business time and attention to the business and affairs of the Company and its Affiliates, and will perform his duties, responsibilities and functions primarily at the Company’s headquarters in Massachusetts. This provision shall not be deemed to engage preclude Executive from engaging in any other business, civic or charitable activities which are not adverse to or in conflict with the interests of the Company, its business or professionprospects, financial or otherwise, or otherwise materially interfere with Executive’s ability to perform his duties during the Executive Chair Term.
(c) Effective October 1, 2010, Executive shall resign from his position as an Executive Officer of the Company, YCC Holdings and each subsidiary of YCC Holdings. During the period commencing October 1, 2010, Executive shall continue to serve as the Chairman of the Board, and Chairman of the board of directors of the Company and each subsidiary of YCC Holdings, until he resigns or is removed from such position (the “Non-Executive Chair Term”). Nothing herein shall preclude Executive from engaging in any other employment, business, civic or charitable activities which are not adverse to or in conflict with the interests of the Company, its business or prospects, financial or otherwise, or otherwise materially interfere with Executive’s ability to perform his duties during the Non-Executive Chair Term.
(d) For purposes of this Agreement, “Affiliates” shall mean any person controlling, controlled by or under common control with another person (for avoidance of doubt, as used herein “Affiliates” of the Company shall not include any unrelated portfolio companies controlled by Madison Dearborn Partners, LLC). For purposes of this definition only, “control” means the possession, directly or indirectly, without the prior written approval of the Board. Howeverpower to direct to direct the management and policies of a person whether through the ownership of voting securities, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, contract or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessotherwise.
Appears in 1 contract
Position and Duties. (1a) The Company shall employ Executive during the Employment Period as its Chief Medical Officer (“CMO”). During the Employment Period, the Executive shall serve devote Executive’s full business time, energy, and talent to serving as President and Executive Officer of the Company, subject to the direction of the Company’s Chief Executive Officer and as a Director (the “CEO”), board of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company directors (the “Board”) or the compensation committee of the Board (the “Compensation Committee”).
(b) Executive shall have the duties and responsibilities that are commensurate with Executive’s position as a senior executive of the Company in a position with authority to make policy decisions that can affect the entire Company and any other or different duties that may be assigned to Executive by the CEO, subject Board or the Compensation Committee, and Executive shall perform all such duties faithfully and efficiently in compliance with applicable law and the policies of the Company, as such policies may be in effect from time to time. Executive shall have such authority and powers as are inherent to the general directionundertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder.
(c) Executive’s principal place of business shall be at the Company’s corporate headquarters; however, approval, it is understood that Executive may be required to travel both domestically and control internationally in fulfillment of Executive’s duties as set forth herein.
(d) Notwithstanding the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date andforegoing provisions of this Section 2, during the Employment Period, the Company shall propose the Executive for re-election may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the Board at extent such times as shall be necessary for Executive to remain as a member activities do not, in the judgment of the Board throughout CEO or the Employment Period.
(2) During the Employment PeriodBoard, the Executive agrees to devote his full working time to inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfullyor any Affiliate; provided, effectivelyhowever, and efficiently his duties.
(3) During the Employment Period, the that Executive shall not engage in serve on the board of directors of any activities in competition with business (other than the Company or its subsidiaries an Affiliate) or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in hold any other position with any business or profession, directly or indirectly, without receiving the prior written approval consent of the CEO or the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve initially as President and the Chief Executive Officer and as a Director Chairman of the Company andCompany, in so doing, shall have subject to the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by power of the Board of Directors of the Company (the “Board”)) to expand or limit Executive’s duties, subject to responsibilities, functions and authority in a manner appropriate for an executive of such title at a similarly sized company. It is acknowledged that in the general directionfuture the Company will hire and appoint a new Chief Executive Officer, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to at which time the Board shall reassign Executive a new position and duties focused on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.technology and new product and process development..
(2b) During the Employment Period, Executive shall report to the Executive agrees to Board or such other senior officer of the Company as directed by the Board and shall devote his best efforts and his full working business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries and to use his best efforts to Subsidiaries. Executive shall perform faithfully, effectively, and efficiently his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. Executive shall, if so requested by the Company, also serve without additional compensation, as an officer, director or manager of any Subsidiary or Affiliate of the Company. Executive may spend time engaging in activities on behalf of charitable and/or civic organizations (including serving on the boards of such charitable and/or civic organizations) so long as such service does not prevent Executive from performing his obligations under this Agreement.
(3c) During For purposes of this Agreement, (i) “Subsidiaries” means any corporation or other entity of which the Employment Period, securities or other ownership interests having the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees voting power to devote the Executive’s full productive time, attention, energy, and ability to the furtherance elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; through one or more Subsidiaries and (ii) serve on industry trade“Affiliate” of an entity means any other person or entity, civicdirectly or indirectly controlling, controlled by or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere under common control with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessan entity.
Appears in 1 contract
Sources: Employment Agreement (Advanced Environmental Recycling Technologies Inc)
Position and Duties. (1a) During As of the Employment PeriodEffective Date, the Executive shall serve as President and Chief Executive Officer and as a Director of the Company andCompany, in so doingwhich capacity the Executive shall perform the usual and customary duties of such office, which shall have the normal responsibilities, duties, be those normally inherent in such capacity in U.S. publicly held corporations of similar size and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Boardcharacter. The Executive shall report to the Boardchief executive officer of the Company. The Company shall propose that Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive be appointed or elected owes fiduciary duties to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Periodand will act accordingly.
(2b) During the Employment Period, the Executive agrees to devote substantially his full working time time, attention and energies to the Company’s business and affairs agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Company. The Executive shall not engage in any activities other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 10 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to Section 10 herein, the Executive may serve as a director of other companies, if such service is approved by the Compensation Committee of the Board (the “Compensation Committee”), so long as such service is not detrimental to the Company, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest.
(c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such.
(d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 10); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its subsidiaries dealers and distributors or participate in any business, either acting as an employeea director, officer, directorpartner, shareholderconsultant, employee or contractor, agent of any enterprise which is in competition with the Company or its subsidiariesdealers or distributors.
(e) Further, but instead the Executive agrees to covenants, warrants and represents that he shall:
(i) devote the Executive’s his full productive time, attention, energy, and ability best efforts to the furtherance fulfillment of his employment obligations;
(ii) exercise the highest degree of fiduciary loyalty and care and the highest standards and conduct in the performance of his duties; and
(iii) endeavor to prevent any harm, in any way, to the business or reputation of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Position and Duties. (1a) During The Employee shall, during the Employment PeriodPeriod hereunder, the Executive shall serve as President and Chief Executive Principal Financial Officer and as a Director of (“PFO”) for the Company andand shall perform the executive, in so doingadministrative, shall have the normal responsibilities, and accounting duties, functions and authority associated privileges incumbent with such the position of PFO and such additional customary responsibilities, duties, and authority other duties as may be assigned from time to time reasonably determined by the CEO or the Board of Directors of the Company (the “Board”)) from time to time. While the duties may be changed, subject to with or without notice, the general directionPFO’s duties may include preparation of SEC continuous disclosures and regulatory filings; bookkeeping and day-to-day accounting, approvalb▇▇▇ payments and maintenance of accounts payable, preparation of quarterly working papers and financial statements, serving as a liaison with auditors and legal counsel, overseeing and implementing corporate governance procedures and protocols, preparation of the corporate tax returns and filings, preparation of POSAM and registration statements, assist with the establishment, implementation and maintenance of disclosure controls and procedures, and control of the Board. budgeting.
(b) The Executive shall Employee will report to the BoardCEO of the Company or his designee. The Company shall propose that Employee’s authority is subject to approval by the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, CEO of the Company shall propose and/or the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodBoard.
(2c) During the Employment Period, the Executive The Employee agrees to serve the Company faithfully, conscientiously and to the best of her ability, and to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully(and, effectivelyif requested by the CEO and/or the Board, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company subsidiary or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance affiliate of the Company’s business. Further, during ) such amount of her time as necessary and appropriate in the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval determination of the Board. HoweverCEO and/or the Board to promote the profit, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; benefit and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval advantage of the Board (which approval shall not be unreasonably withheld)Company and, on for-profit corporate boards if applicable, any subsidiaries or affiliates of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board Employee shall fulfill her duties of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act which would injure the business, interests or reputation of the Company. The Employee’s employment is subject to compliance with all the Company’s policies, including the Business Code of Conduct & Ethics Policy, all as may be deemed amended from time to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesstime.
Appears in 1 contract
Position and Duties. (1) 1.1 During the Employment PeriodTerm (as defined below), the Executive Employee shall serve as Executive Vice President and Chief Executive Officer and as a Director of Corporate Finance of the Company andCompany, in so doingreporting directly to the Board of Directors of the Company. Employee shall have responsibility for the overall day-to-day oversight and management of the corporate finance operations of the Company, subject to the supervision of the Board of Directors and shall have the normal responsibilities, duties, responsibilities and authority customarily associated with such position position, including, but not limited to, assisting the Board of the company ("Board") in developing long term strategies for developing the company's subsidiaries, supervising all management and employees of the Company, helping in setting employee compensation, adopting budgets and such additional customary responsibilitiesother duties for or on behalf of the Company, dutiesas are customarily assigned to the Executive Vice President of Corporate Finance of companies comparable to Home Savers Holding Corporation, provided that such duties are reasonably consistent with Employee's experience and background. Employee shall also have such other responsibilities and duties consistent therewith as shall be determined from time-totime by the Board. In that Employee is currently serving as "at will" in the capacity of Executive Vice President, and authority employee agrees to maintain additional duties until such time as new officers and employees are appointed.
1.2 During the Employment Term, Employee shall serve the Company faithfully and to the best of his ability and shall devote substantially all of his business time, attention and efforts to the performance of such duties as may be assigned to him from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control Chairman of the Board. The Executive Employee shall report to confer with the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member Chairman of the Board throughout and must have the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. Howeverboard prior to any mergers, it shall not be a violation acquisitions or significant contracts by the company or prior to entering into any new financial agreements in behalf of this Agreement for the company outside of the normal day to day responsibilities of the Executive Vice President.
1.3 Employee expressly represents and warrants to (i) manage personal investments; the Company that Employee is not a party to any contract or agreement and (ii) serve on industry tradeis not otherwise obligated in any way, civic, or charitable boards or committees or, and is not subject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the prior approval Employee's ability to fully perform his duties and responsib- ;ties underthis Agreement. Employee further expressly represents and warrants that he is eligible to work in the United States and shall take all necessary action to comply with requests for verification of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s employment eligibility.
1.4 Employee will perform his duties and responsibilities located at the corporate headquarters or elsewhere within reason to perform the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessposition's responsibilities.
Appears in 1 contract
Sources: Employment Agreement (Golden Key International Inc)
Position and Duties. (1) During the Employment Period, The Company hereby continues to employ the Executive and the Executive hereby accepts continued employment with the Company, upon the terms and subject to the conditions set forth herein. The Executive shall continue to serve as President and Chief Executive Financial Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as other office or offices to which Executive may be assigned from time to time appointed or elected by the Board of Directors of the Company (the "Board” or “Board”Board of Directors"), subject . Subject to the general direction, approval, direction and control supervision of the Board. The Board of Directors, the Executive shall report perform such duties as are customarily associated with the offices of Chief Financial Officer and such other offices to the Board. The Company shall propose that the which Executive may be appointed or elected to by the Board on or of Directors and such additional duties as soon as practicable after the Effective Date and, during Board of Directors may determine. The Executive will diligently and conscientiously perform the Employment Period, the Company shall propose duties of Chief Financial Officer and will devote the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his 's best efforts and full working time and attention during normal business hours to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfullyCompany. The Executive will accept no other employment or contracting work during the Term, effectively, and efficiently his duties.
(3) During or serve as a member of the Employment Periodboard of directors of any for-profit entity or as a member of any advisory board without the express written consent of the Board. Notwithstanding the general prohibition on the Executive accepting other employment or contracting work during the Term, the Executive shall not engage be permitted to accept other employment or contracting work from the entities and/or ventures set forth in any activities in competition with Exhibit A (the Company or its subsidiaries or participate in any business“Approved Endeavors”), either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to provided that (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do any work performed for such Approved Endeavors does not materially interfere with the performance of the Executive’s duties and responsibilities to the Company, (ii) such work performed for such Approved Endeavors is not competitive with the Company’s Business Activities (as defined below). The Board shall be deemed to have approved Upon termination of the Executive’s current position as President of OEIemployment relationship with the Company for any reason, Inc. and Oh Family Investments, LLC (his family investment companies). the Executive shall be allowed resign and relinquish any other position held as an officer and/or board member of the incidental use of communications equipment, computers and other office services for activities other than for Company businessCompany.
Appears in 1 contract
Sources: Executive Employment Agreement (Cyclo Therapeutics, Inc.)
Position and Duties. (1i) During the Employment Period, the Executive shall serve as the Vice Chairman of the board of directors and President - North East Group and Chief Executive Officer and as a Director Central Plains Group of the Company and, in so doing, and shall have the normal responsibilities, duties, responsibilities and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”)Vice Chairman and President - North East Group and Central Plains Group, subject to the general direction, approval, and control power of the Chairman, the Chief Executive Officer or the Company's board of directors (the "Board") to expand or limit such ----- duties, responsibilities and authority and to override actions of the Vice Chairman and President - North East Group and Central Plains Group. The Executive shall report to the Board. The Company shall propose that the Chief Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, Officer of the Company and Executive shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his best efforts and of his full working business time and attention to the business and affairs of the Company and its subsidiaries and to Subsidiaries. During the Employment Period, the Company shall use his its reasonable best efforts to perform faithfully, effectively, cause Executive to be elected or appointed to the Board and efficiently his dutiesto the board of directors of any Subsidiary in the North East Group and Central Plains Group.
(3ii) During the Employment Period, the Executive shall not engage have the authority, based upon the performance criteria set forth in any activities in competition with the Company or its subsidiaries or participate in any businessAnnex A attached hereto, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to ------- (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior Board approval of the Board (which approval shall not be unreasonably withheld), ) to allocate among certain key employees of the North East Group and Central Plans Group of the Company options for the purchase of the Company's common stock based on for-profit corporate boards of directors and advisory committees, as long as the activities criteria set forth therein ("Performance Options"). The Performance Options shall be subject to vesting in (i) – (ii) do not materially interfere accordance with the performance of the Executive’s duties terms set forth on Annex A ------- and responsibilities to the Company. The Board shall be deemed to have approved exercisable in accordance with the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). terms set forth on Annex A. ------- Executive shall be allowed permitted to allocate a portion of the incidental use of communications equipment, computers and other office services for activities other than for Company businessPerformance Options to himself.
Appears in 1 contract
Position and Duties. (1) 1.1 During the Initial Employment PeriodTerm (as defined below), the Executive Employee shall serve as President and the Chief Executive Investment Officer and as a Director of the Company andand shall report solely and directly to the Chief Executive Officer. The Employee shall be responsible for oversight and management of all investment, in so doingSEC, public entity, litigation, legal and negotiation activities of the Company. In addition, the Employee shall have the normal responsibilities, duties, perform all other duties and authority associated with accept all other responsibilities incident to such position as may be reasonably assigned to him by the Chief Executive Officer.
1.2 During the Initial Employment Term, Employee shall serve the Company faithfully and to the best of his ability and shall devote substantially all of his business time, attention and efforts to the performance of such additional customary responsibilities, duties, and authority duties as may be assigned to him from time to time by the Chief Executive Officer. Employee shall confer with the Chief Executive Officer and must have written approval prior to any mergers, acquisitions or significant contracts by the company or prior to entering into any new financial agreements on behalf of the company outside of his normal day to day responsibilities. The Employee is allowed to serve on the Board of Directors or as an Advisor, of any non-competing business, while employed by the Company under this agreement.
1.3 Employee expressly represents and warrants to the Company that Employee is not a party to any contract or agreement and is not otherwise obligated in any way, and is not subject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the Employee’s ability to fully perform his duties and responsibilities under this Agreement. Employee further expressly represents and warrants that he is eligible to work in the United States and shall take all necessary action to comply with requests for verification of employment eligibility.
1.4 Employee will perform his duties and responsibilities located at the corporate headquarters or elsewhere within reason.
1.5 To the extent Employee is asked to serve as an officer, director or manager of the subsidiaries (“Subsidiaries”) of the Company (the “Board”such as Muscle Maker Development, LLC and Muscle Maker Corp., LLC), subject Employee’s duties to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board Subsidiaries shall be deemed to have approved the Executive’s current position as President of OEI, Inc. been included in this Agreement. Employee shall not be entitled to any additional compensation hereunder and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed covered by all provisions of the incidental use of communications equipment, computers and other office services for activities other than for Company businessAgreement mutatis mutandis.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve be employed as the President and Chief Executive Officer and as a Director commencing with the Company's 1996 annual meeting of the Company and, in so doingshareholders, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by a member of the Board of Directors of the Company (Company. In such capacity, the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board through the Chairman of the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during During the Employment Period, no executive of the Company shall propose other than the Executive for re-election to shall have a direct reporting relationship with the Board at such times as shall be necessary for Executive to remain as a member Chairman of the Board throughout the Employment Period.
(2) Board. During the Employment Period, the Executive agrees shall have authority to make all operating decisions, plan the strategic direction of the Company, and hire, promote and terminate employment of all personnel, subject to the direction of the Board. During the Employment Period, the Executive shall have such reasonable and customary powers as are generally associated with the positions of President and Chief Executive Officer, including, without limitation, authority to expend capital resources of the Company and shall have, subject to the direction of the Board, authority to fill all management positions including, without limitation, the position of Chief Financial Officer, which position shall entitle its holder to an annual base salary of up to approximately $450,000, an annual target incentive bonus in the range of up to 50 to 70 per cent of base salary, and a grant of stock options under the Company's stock incentive plans to purchase up to 50,000 shares of the Company's common stock.
(b) If, during the Employment Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall cease to serve as Chairman of the Board for any reason, the Executive thereupon shall become Chairman of the Board in addition to President and Chief Executive Officer and shall, as Chairman, report directly to the Board.
(c) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote his full working principal attention and time during normal business hours to the business and affairs of the Company and its subsidiaries and and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive's reasonable best efforts to perform faithfully, effectively, carry out such responsibilities faithfully and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s businessefficiently. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it It shall not be considered a violation of this Agreement the foregoing for the Executive to (i) manage personal investments; and (iiA) serve on industry tradecorporate, civic, civic or charitable boards or committees or, subject to the prior approval (excluding those which would create a conflict of the Board (which approval shall not be unreasonably withheldinterest), on for-profit corporate boards of directors (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and advisory committees(C) manage personal investments, as so long as the such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and 's responsibilities to as an employee of the Company in accordance with this Agreement.
(d) The Executive's services shall be performed primarily at the Company's Headquarters in Beverly Hills, California.
(e) From time to time during the Employment Period, the Personnel and Compensation Committee of the Company's Board of Directors (the "P&C Committee") shall consider whether, in its good faith judgment, the Executive is endowed with authority comparable to that typically granted to chief executive officers of publicly held companies ("Appropriate Authority"). The If the P&C Committee shall determine that the Executive does not have Appropriate Authority and such determination is not cured within 90 days after the other members of the Board have received notice of such determination, the Executive may, but need not, terminate his employment with the Company, and such termination shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services a termination for activities other than Good Reason for Company businessall purposes under this Agreement.
Appears in 1 contract
Position and Duties. (1a) During the Employment Periodterm of the Executive's employment, the Executive shall serve as President and Chief Executive Officer and as a Director Chairman of the Company and, in so doing, shall report to the President and/or Chief Executive Officer of the Company and the Board. Subject to and in accordance with the authority and direction of the President and/or Chief Executive Officer of the Company and the Board, the Executive shall have the normal responsibilities, dutiessupervision and control over, and authority associated with responsibility for, such position management and operational functions of the Company currently assigned to such additional customary responsibilities, dutiesposition, and authority shall have such other powers and duties (including holding officer positions with one or more subsidiaries of the Company) as may be assigned from time to time be prescribed by the Board Board, so long as such powers and duties are reasonable and customary for the Chairman of Directors of the Company (the “Board”), subject an enterprise comparable to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodCompany.
(2b) During the Employment Periodterm of the Executive's employment, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote his full working such time to the business and affairs of the Company as he and its subsidiaries the Board mutually agree is necessary and appropriate under the circumstances and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully, effectively, effectively and efficiently his duties.
(3) such responsibilities. During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the term of Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, 's employment it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry tradecorporate, civic, civic or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) deliver lectures or fulfill speaking engagements and (iii) manage personal investments, so long as such activities do not materially significantly interfere with the performance of the Executive’s duties and 's responsibilities to as an employee of the Company in accordance with this Agreement.
(c) The Executive will be based at the Company. The Board shall be deemed to have approved 's offices in Atlanta, Georgia (the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services "Primary Office") except for activities other than travel reasonably required for Company business. Notwithstanding the foregoing, the Executive may perform his services under this Agreement from any appropriate location; provided that the absence of the Executive from the Primary Office does not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Capstar Broadcasting Partners Inc)
Position and Duties. (1a) During the Employment PeriodAgreement Term, the Executive shall serve be employed as President and the Chairman of the Board, Chief Executive Officer and as a Director President of the Company andwith duties, in so doing, shall have the normal responsibilities, duties, powers and authority associated authorities commensurate with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Boardpositions. The Executive shall report have broad discretion and authority to manage and direct the day-to-day affairs of the Company. Neither the Board nor the Executive Committee shall manage and direct the day-to-day affairs of the Company, except to the Boardextent affected by the exercise by the Board or Executive Committee of its corporate governance duties and responsibilities, including, but not limited to, issuance of shares of common or preferred stock of the Company; material financing transactions; approval, adoption and amendment of employee compensation and benefit plans, programs or policies; administration of executive incentive compensation plans, programs or policies; and approval of any annual business plan and capital expenditure plan. The Company Executive shall propose that the Executive be appointed or elected to meet with the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company a periodic basis and shall propose meet with the Executive for reCommittee on a monthly basis (if requested by the Co-election Chairs of the Executive Committee) regarding the Company's performance sufficient to enable the Board and the Executive Committee to fulfill their corporate governance responsibilities. The Executive promptly shall disclose to the Board at such times as shall be necessary for Executive to remain as a member Committee and other members of the Board throughout any indication of interest by any person (as defined in Section 13(d)(3) of the Employment Period1934 Act) to purchase shares of the Company's common stock ▇▇ ▇▇▇ ▇ther transaction which could result in a Change of Control of the Company. Executive's services shall be performed principally at the Company's corporate offices in New York City, New York.
(2b) During the Employment PeriodAgreement Term (other than any periods of vacation, sick leave or Disability to which the Executive is entitled), the Executive agrees to shall devote his full working substantially all of the Executive's attention and time to the business and affairs of the Company and its subsidiaries to discharge the duties assigned to the Executive in accordance with this Agreement, and to use his the Executive's best efforts to perform faithfully, effectively, faithfully and efficiently his such duties.
. During the Agreement Term, the Executive may (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill speaking engagements or teach at educational institutions, (3) During provide consulting services to other business entities, including those in the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energyretail clothing industry, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i4) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as so long as such activities, either individually or in the activities set forth in (i) – (ii) aggregate, do not materially interfere or conflict with the performance of the Executive’s 's duties under this Agreement and responsibilities subject to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesscovenants set forth in ARTICLE IX.
Appears in 1 contract
Position and Duties. (1) During the Employment Period3.1. As Vice President - Creative Director, the Executive shall also serve as President and Chief Executive Officer and as a Director an officer of any of the Company andcorporations or entities affiliated with the Company, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time requested of him by the Board of Directors of the Company (the “"Board”").
3.2. The Executive shall serve in the capacities of and perform the obligations and duties of the office of a Vice President, as set forth in the Certificate of Incorporation and By-Laws of the Company as amended from time to time.
3.3. Executive's employment hereunder shall be subject to the general directionsupervision, approvalorders, advice and control direction of the Company, as determined by the Board. Executive shall perform such duties which are customarily performed by a person holding a similar position with other employers engaged in the same or similar business.
3.4. The Executive shall report to the Board. The Company shall propose that the Executive and be appointed or elected directly responsible to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, of Directors of the Company and shall propose also have such other powers and duties as may from time to time be prescribed by the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodBoard.
(2) During the Employment Period, the 3.5. The Executive agrees to shall devote his full working time and efforts to the business and affairs of the Company and its subsidiaries and affiliates. It is understood and agreed that the pursuit of personal investments and activities which are not violative of the non-competition provisions of this Agreement and which do not materially impair or detract from Employee's performance of his duties to use his best efforts the Company shall not be in contravention of this Section 3.5. It is expressly agreed that the Executive's employment by and activities in and relating to perform faithfullythe not-for-profit corporation, effectivelythe Center For Contemporary Diplomacy, Inc. (the "Center"), shall not be deemed to be in contravention of this Section 3.5.
3.6. Subject to the terms of this Agreement, the Executive shall be responsible for the general management of the creative department of the Company, and efficiently the day-to-day managing, operating and administration of the Company's creative design, internet technologies, and operations, and the Company's computer system(s), and generally do all things reasonably deemed necessary or desirable by the Board for the proper management, operation and administration of the Company's creative department with requisite authority to carry out his duties.
(3) During the Employment Period, the Executive 3.7. The Company shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for require the Executive to (i) manage personal investments; be employed in any location other than metropolitan New York City unless he consents in writing to such location.
3.8. During the Term of his employment, Executive shall be furnished with office space and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors facilities commensurate with his position and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with adequate for the performance of the Executive’s duties and responsibilities to the Company. The Board his duties; he shall be deemed to have approved provided with the Executive’s current perquisites customarily associated with the position as of a senior executive and Vice President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessa company.
Appears in 1 contract
Position and Duties. (1i) During the Employment PeriodTerm, the Executive shall serve as President and Chief Executive Officer and as a Director of the Company andCompany, in so doing, shall have the normal with responsibilities, duties, and authority associated with customary for such position and position. The Executive shall also serve as an officer of Affiliates of the Company as requested by the Board. During each year of the Term, the Executive will be nominated to serve as a member of the Board, subject to shareholder approval of such additional customary responsibilities, dutiesnomination, and authority shall be appointed to serve as a member of the Board effective as of the Employment Commencement Date. The Executive shall not be entitled to any additional compensation for his service as a member of the Board or other positions or titles he may hold with any Affiliate of the Company to the extent he is so appointed, unless he is no longer serving as an employee of the Company, in which case the Executive shall be assigned eligible to receive board compensation and expense reimbursements pursuant to its non-employee director compensation program and Board expense reimbursement policy then-in effect. The Executive shall report solely and directly to the Board. The Executive agrees to observe and comply with the Company’s rules and policies as adopted from time to time by the Board Company of Directors which he is made aware or of which he reasonably should be aware given his role with the Company (the “Board”), subject to the general direction, approval, and control of the BoardCompany. The Executive shall report devote his full business time, skill, attention, and best efforts to the Board. The Company shall propose performance of his duties hereunder; provided, however, that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive entitled to remain as a member (A) serve on civic, charitable, and religious boards, (B) continue to serve on the board of directors of the Board throughout company listed on Annex B, (C) subject in each case to approval by the Employment Period.
(2) During the Employment PeriodBoard, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectivelyserve on additional corporate boards, and efficiently his duties.
(3D) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote manage the Executive’s full productive timepersonal and family investments, attentionin each case, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the extent that such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities, do not materially conflict with the business interests of the Company or its Affiliates, and do not violate the applicable restrictions on competition in Section 6 of this Agreement. During the Term, the Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to the Executive or of which the Executive becomes aware which relate to the business of the Company and its Affiliates at any time during the Term, and unless approved by the Board, the Executive shall not accept or pursue, directly or indirectly, any such corporate opportunities on the Executive’s own behalf; provided, however, that the foregoing restrictions on opportunities or offers shall not apply to opportunities or offers presented to the Executive or of which Executive becomes aware, directly as a result of his service as a director of another company with respect to the business of that company, other than with respect to the business of an Air Carrier Competitor.
(ii) The Executive’s employment shall be principally based at the Company’s headquarters in Dania Beach, Florida. The Executive shall perform his duties and responsibilities to the Company. The Board shall be deemed Company at such principal place of employment and at such other location(s) to have approved which the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Company may reasonably require the Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than to travel for Company businessbusiness purposes.
Appears in 1 contract
Sources: Employment Agreement (Spirit Aviation Holdings, Inc.)
Position and Duties. (1) During the Employment Period, the The Executive shall serve as in the capacity or capacities and have the duties of the President and Chief Executive Officer and of Envirogen, as a Director such duties are set forth in the bylaws of the Company and, in so doing, shall have the normal responsibilities, dutiesEnvirogen, and authority associated with such position shall report to, be accountable to and such additional customary responsibilities, dutiessubject to the supervision of, and authority shall also have such other powers, duties and responsibilities as may be assigned from time to time by be prescribed by, the Board of Directors of Envirogen, provided that such other duties and responsibilities are not inconsistent with the Company (Executive's position and those duties set forth herein and in the “Board”), subject to the general direction, approval, and control bylaws of the BoardEnvirogen. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or also serve as soon Chairman of Envirogen so long as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as he shall be necessary for Executive to remain as a member of the Board of Directors of Envirogen. Envirogen shall use its reasonable efforts to cause Executive to be elected a member of the Board of Directors during the period this Agreement is in effect, but the failure of the stockholders of Envirogen to elect the Executive a member of the Board of Directors of Envirogen shall not constitute a breach of this Agreement by Envirogen. The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such duties and responsibilities. The Executive shall not accept a position on the Board of Directors of any company other than Envirogen or a subsidiary thereof without the prior consent of the Board of Directors of Envirogen; provided that Executive may continue to serve on the boards of (i) Nexcycle, Inc., United States Filter Corporation, and ATMI, Inc. throughout his term of employment and (ii) Transition Systems, Inc. and Health Vision through the Employment Period.
(2) During expiration of his current term as a Director at such companies. Subject to the Employment Periodtime devoted to the foregoing companies, the Executive agrees to shall devote substantially all his full working time and efforts to the business and affairs of the Company Envirogen and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Companyaffiliates. The Board shall be deemed Executive represents to have approved Envirogen that on the Executive’s current position as President of OEI, Inc. date hereof he is not party to any agreement which conflicts with his obligations hereunder and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessthat he will not become party to any such agreement.
Appears in 1 contract
Sources: Employment Agreement (Envirogen Inc)
Position and Duties. (1i) During the Employment Period, the Executive shall serve as the Senior Vice President of Business Development of the Company and perform such duties and functions commensurate with such title as the Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, (“CEO”) and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”)) shall reasonably determine, subject which duties shall include, but not be limited to, training executives and/or other individuals designated by the CEO in all aspects of the Company’s business, and assisting the designated individuals in developing the necessary relationships with customers, clients, suppliers, agents, consultants, directors, officers, employees, and other business associates of the Company. Executive shall report exclusively to the general directionPresident and Chief Operating Officer (“President”). If the President is unavailable (a) for any length of time due to the President’s disability or illness; or (b) for one (1) month or more due to any other reason, approval, and control of the BoardBoard may designate an individual to whom Executive shall report. The Executive shall report to the Boarddesignated individual only for the period of the President’s unavailability. The Executive’s services shall be performed principally at the Company’s headquarters in Allendale, New Jersey or such other headquarters as may exist from time to time. However, from time to time, Executive may also be required by his job responsibilities to travel on Company business, and Executive agrees to do so. Executive shall propose that not be required to relocate from the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date andAllendale, during New Jersey area without Executive’s consent. During the Employment Period, Executive shall, if he agrees and if he is elected or appointed, serve as an officer of the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member and/or any parents, subsidiaries or affiliates of the Board throughout the Employment PeriodCompany in existence or hereafter created or acquired without any additional compensation for such services.
(2ii) During the Employment Period, the Executive agrees to devote substantially all of his full working time attention, energy and skills to the business and affairs of the Company. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Employment Period. Executive may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive’s performance of Executive’s duties hereunder, is contrary to the interests of the Company or its parents, subsidiaries or affiliates, or requires any significant portion of Executive’s business time. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business or affairs of the Company, its parents, subsidiaries and to use or affiliates or interfere with Executive’s performance of his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) duties hereunder or otherwise violate this Agreement. During the Employment Period, Executive may not serve on the Executive shall not engage in board of directors of any activities in competition entity which competes with the Company or business of ▇▇▇▇▇ Corporation, Inc. (“▇▇▇▇▇”), its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, affiliates without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of communications equipment, computers and other office services for activities other than for Company businessdirectors.
Appears in 1 contract
Sources: Employment Agreement (Aceto Corp)
Position and Duties. (1a) During The Company agrees to retain Executive, and Executive agrees to serve, in the Employment Period, the Executive shall serve as capacity of Vice President and Chief Chairman of the Board of the Company. Executive Officer and as a Director ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall share exclusive responsibility for the general management, direction and control of the business and affairs of the Company and, in so doing, and shall have all the normal responsibilitiesrights, dutiesduties and powers which are commonly incident to the office of the Vice President and Chairman of the Board and attendant to that of the vice president and chairman of the board of a subsidiary of a publicly traded company. Executive and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ will, subject to consultation with, and authority associated with such position and such additional customary responsibilitiesapproval of, duties, and authority as may be assigned from time to time by the Board of Directors (the "Board") of the Company (the “Board”)with respect to any major strategic initiative, subject share exclusive decision-making power over any decisions with respect to the general directionCompany's policies, approvalmanagement and personnel. Executive agrees, if requested by the Board, to serve without additional compensation in such capacity and control perform such duties with respect to any of the Board. The Executive shall report Company's affiliates that are engaged in a business similar to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodCompany.
(2b) During the Employment Period, the Executive agrees to devote his full working business time and attention to the business and affairs of the Company and its subsidiaries and to will use his best efforts in performing faithfully his duties under this Agreement.
(c) Executive shall use his reasonable best efforts to perform faithfully, effectively, faithfully and efficiently his duties.
(3) During the Employment Periodduties under this Agreement, the Executive and shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in be employed by any other business or professionbusiness; provided, directly or indirectlyhowever, without the prior written approval of the Board. However, it that nothing contained herein shall not be a violation of this Agreement for the prohibit Executive to from (i) manage personal investments; and serving as a member of the board of directors, board of trustees or the like of any for-profit entity that does not compete with the Company, or performing services of any type for any civic or community entity, whether or not Executive receives compensation therefor, (ii) serve investing his assets in such form or manner as shall not require any significant services on his part in the operation of the business of or property in which such investment is made as long as such business does not compete with the Company, including, but not limited to, engaging in real estate investing and development activities and owning and self-managing family-owned businesses and investment properties, (iii) serving in various capacities with, and attending meetings of, industry trade, civicor trade groups and associations, or charitable boards or committees or, subject to the prior approval (iv) owning less than 5% of the Board (which approval shall not be unreasonably withheld), equity securities of any corporation or other entity that is publicly traded on for-profit corporate boards of directors and advisory committeesa national securities exchange or market, as long as the Executive's engaging in any activities set forth in permitted by virtue of clauses (i) – ), (ii), (iii) do and (iv) above does not materially interfere with the performance ability of Executive to perform the Executive’s duties services and discharge the responsibilities required of him under this Agreement.
(d) During the period of his employment under this Agreement, Executive shall not be required, except with his prior written consent, to relocate his principal place of employment outside the metropolitan Phoenix, Arizona area. Required travel on the Company. The Board 's business shall not be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessa relocation.
Appears in 1 contract
Sources: Employment Agreement (Bnccorp Inc)
Position and Duties. (1a) During the Employment PeriodTerm, the executive shall serve as the Chief Executive Officer of the Company and shall report to the Board of Directors of the Company or a committee thereof. Subject to the direction and control of the Board of Directors of the Company, Executive’s duties shall include principal responsibility for formulation and implementation of the business policies and direction of the Company, employment decisions, financial decisions and management and oversight of the day-to-day operation of the Business. In addition, Executive shall perform such other duties requested by or pursuant to the lawful direction and control of the Board of Directors of the Company (or a committee thereof) including such services and duties normally commensurate with the position of Chief Executive Officer. The Executive acknowledges and agrees that he owes a fiduciary duty of loyalty to the Company to discharge his duties and otherwise act in a manner consistent with the best interests of the Company.
(b) During the Employment Term, the Executive shall serve as President devote his reasonable efforts and Chief Executive Officer all of his working time, attention and as a Director energies to the performance of his duties and responsibilities under this Agreement (except for vacations to which he is entitled pursuant to the terms of this Agreement, illness or incapacity or activities which do not, in the sole judgment of the Company andBoard of Directors (or a committee thereof), interfere or conflict with his duties and responsibilities in any material respect). During the Employment Term, Executive shall not engage in any business activity which, in so doingthe judgment of the Board of Directors (excluding the Executive if he should be a member of the Board of Directors at the time of such determination), shall have conflicts with the normal responsibilitiesduties of Executive hereunder, dutieswhether or not such activity is pursued for gain, and authority associated with such position and such additional customary responsibilitiesprofit or other pecuniary, dutiesadvantage. Any material outside business activities of Executive, and authority as may including, without limitation, serving on the board of directors of any other entity, must be assigned from time to time approved by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control excluding any vote of the Board. The Executive) in advance.
(c) Within ten (10) business days following the Effective Date, Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain serve as a member of the Company’s Board throughout of Directors until the next meeting of the Company’s stockholders at which directors are elected. The Company agrees that at each meeting of the Company’s stockholders during the Employment Period.
(2) During the Employment PeriodTerm at which directors are elected and, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and extent applicable, in any proxy statement delivered to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Periodstockholders in connection with such meeting, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either be named as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability a nominee for election to the furtherance Board of Directors.
(d) The Company confirms and agrees that, subject to any requisite approvals of the Board of Directors and the reasonable oversight of the Board of Directors, (i) the Company’s business. Furtheroffices shall be relocated to the Boston, during the Employment Period, Massachusetts metropolitan area at a time that is reasonably convenient to the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed responsible for the incidental use details of communications equipmentsuch relocation, computers and other office services for activities other than for Company businesswhich is presently contemplated to occur within the first six months following the Effective Date.
Appears in 1 contract
Position and Duties. (1i) During the Employment Period, the Executive shall serve as President and a Co-Chief Executive Officer and as a Director of the Company andCompany, in so doing, shall have the normal responsibilities, dutieswith such duties and responsibilities as are commensurate with such position, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company Executive shall propose that the Executive initially be appointed or elected to the Board and shall initially serve as Chairman of the Board. During the Employment Period, subject to applicable law and regulation, the Executive shall continue to be nominated to serve on or as soon as practicable after the Effective Date andBoard. If, during the Employment Period, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ceases to be employed by the Company shall propose as Co-Chief Executive Officer, the Executive for re-election to the Board at such times shall serve as shall be necessary for sole Chief Executive to remain as a member Officer of the Board throughout the Employment Period.
(2) Company. During the Employment Period, the Executive agrees to devote his full working time Company’s employees shall report solely to the business Co-Chief Executive Officers or their designee(s), provided that the Board in good faith may require risk, audit, governance and affairs of other compliance personnel to report jointly to the Company and its subsidiaries Board and to use his best efforts the Co-Chief Executive Officers solely as to perform faithfullymatters relating to risk, effectivelyaudit, governance and efficiently his dutiescompliance.
(3ii) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the The Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, that during the Employment Period, he shall devote all of his business time and efforts to serving as the Company’s Co-Chief Executive agrees not Officer and to engage serving in any such other business or professionoffices and positions, directly or indirectlycommensurate with his position, without that he may hold at the prior written approval Company and its affiliates, and shall perform his duties subject to the lawful directions of the Board. HoweverDuring the Employment Period, it shall not be a violation of this Agreement for the Executive Executive, subject to the requirements of Section 7, to (i) manage personal investments; and (iiA) serve on industry trade, civic, civic or charitable boards or committees orand, subject to as approved by the prior approval of the Board (which approval shall not be unreasonably withheld)Board, on for-profit corporate boards of directors and advisory or committees, as (B) deliver lectures or fulfill speaking engagements and (C) manage personal investments, so long as the such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company and its affiliates or violate the Company. The Board shall be deemed to have approved the Executive’s current position as President conflict of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessinterest policies.
Appears in 1 contract
Position and Duties. (1) During the Employment PeriodTerm, the Company shall employ the Executive and the Executive shall serve the Company and one or more of its direct or indirect subsidiaries as an executive officer of the Company, as a member of the Company’s Executive Committee (or any successor to the Executive Committee), and as the Chancellor of South University, Inc., and the Executive shall continue to hold such positions thereafter pursuant to the terms and conditions of this Agreement. As of the Effective Date, the Executive shall serve as have the title of Senior Vice President of the Company. During the Employment Term, the Executive’s authority and duties shall be commensurate with those of an executive officer of the Company, a member of the Company’s Executive Committee (or any successor to the Executive Committee), and Chancellor of South University. During the Employment Term, the Executive shall have the authority and control over the operations and administration of South University, Inc., Higher Education Services, Inc. and their respective subsidiaries (collectively, the “University”) in the nature of such authority and control customarily exercised by a Chief Executive Officer, including requiring that officers of the University report to him and requiring that any services provided to or on behalf of the University by any employee of the University or by any person not an employee of the University (including services provided to or on behalf of the University by employees of the Company or any of its other subsidiaries) be subject to his direction and control, in a manner consistent with policies generally applicable to the Company’s educational entities, accreditation policies and procedures applicable to the University and generally subject to the direction and control of the Company’s Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by or the Board of Directors of the Company. In addition, the Executive shall perform such other duties as assigned by the Company’s Chief Executive Officer or his designee, so long as such duties are reasonable in nature and scope and consistent with the Executive’s position as an executive officer of the Company and Chancellor of South University, Inc. Further, the Executive shall have Board of Directors “observation” and information rights that are no less favorable than those that may be in effect from time to time with respect to any other non-director executive officer of the Company (excluding any non-director executive officer having the “Board”), subject to the general direction, approval, and control title or functions of Chief Operating Officer of the BoardCompany at any time during the Employment Term). The Executive shall report to one of the Board. The Company members of the Company’s Management Committee and otherwise shall propose that the Executive be appointed or elected subject to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member direction and control of the Board throughout of Directors of the Employment Period.
(2) During Company. Except during vacation periods, periods of illness, and the Employment Periodlike, the Executive agrees shall use his best efforts to promote the Company’s interests and he shall perform his duties and responsibilities faithfully, diligently and to the best of his ability, consistent with sound business practices. The Executive shall devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfullyCompany, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not but may engage in any the following activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractorthat do not, in competition with the Company or its subsidiaries, but instead reasonable opinion of the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance Board of Directors of the Company’s business. Further, during either singly or in the Employment Period, aggregate violate Section 8 or materially interfere with the Executive agrees not performance of his obligations to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of Company under this Agreement for the Executive to Agreement: (i) manage making and managing personal investments; and (ii) serve engaging in community and/or charitable activities. Nothing in this Agreement shall preclude the Executive from serving as a director and/or officer of the companies and organizations identified on industry tradeSchedule 1 attached hereto and, civic, or charitable boards or committees or, subject to the with prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors Directors and advisory committeessubject to the provisions of Section 8, as long as the activities set forth a director of other organizations. The Executive shall perform his duties under this Agreement predominantly in (i) – (ii) do not materially interfere Savannah, Georgia, but with the performance likelihood of the Executive’s duties and responsibilities regular travel to the colleges under his supervision, as well as regular travel to and from the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEIprincipal executive offices in Pittsburgh, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessPennsylvania.
Appears in 1 contract
Position and Duties. (1) During the Employment PeriodTerm, the Executive shall serve as President Chief Executive Officer of each of the Company and its subsidiary, TransDigm, Inc. (“TransDigm”), with such responsibilities, duties and authority as may from time to time be assigned to the Executive by the Board or the Executive Chairman commensurate with such position, including but not limited to: (a) provide overall leadership of the Company’s operations; (b) participate, in collaboration with the Executive Chairman, in merger, acquisition, divestiture, and similar activities; (c) develop the Company’s overall operating strategy including overall organization structure, compensation strategy and methodology and recommend to the Executive Chairman for approval any material changes thereto or significant changes in products or markets served; (d) collaborate with the Chief Financial Officer to develop, and recommend to the Executive Chairman for approval, the annual business plan; (f) evaluate the performance of Company executive officers, and, in conjunction with the Executive Chairman, evaluate the performance of the Chief Financial Officer; (g) recommend compensation for Company executive officers to the Board of Directors; (h) develop and manage the officer succession planning process; (i) participate in investor relations in collaboration with the Executive Chairman and Chief Financial Officer; (j) such other activities as required to perform the Chief Executive Officer duties that are not otherwise performed by the Executive Chairman; and (k) other duties as mutually agreed by the Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the BoardExecutive Chairman. The Executive shall report to the BoardExecutive Chairman. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment PeriodTerm, the Executive agrees to shall devote substantially all his full working time and efforts to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfullyTransDigm; provided, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, that it shall not be considered a violation of this Agreement the foregoing for the Executive to (i) manage personal investments; and with the prior consent of the Board (ii) which consent shall not unreasonably be withheld), serve on industry tradecorporate, civicindustry, civic or charitable boards or committees or(provided, that without such prior consent of the Board, the Executive shall, subject to the prior approval limitations set forth below, be permitted to continue to serve as a member of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards board of directors and advisory committees(or board of trustees) or as a committee member, as long as the activities set forth in (i) – case may be, of ▇▇▇▇▇▇ College, Gilmour Academy and Cleveland State University Research Corporation, and (ii) do not materially interfere manage his personal investments, so long as none of such activities significantly interferes with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesshereunder.
Appears in 1 contract
Position and Duties. (1) During the Employment Period, The Company hereby continues to employ the Executive and the Executive hereby accepts continued employment with the Company, upon the terms and subject to the conditions set forth herein. The Executive shall continue to serve as President and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as other office or offices to which Executive may be assigned from time to time appointed or elected by the Board of Directors of the Company (the "Board” or “Board”Board of Directors"), subject . Subject to the general direction, approval, direction and control supervision of the Board. The Board of Directors, the Executive shall report perform such duties as are customarily associated with the offices of Chief Executive Officer and such other offices to the Board. The Company shall propose that the which Executive may be appointed or elected to by the Board on or of Directors and such additional duties as soon as practicable after the Effective Date and, during Board of Directors may determine. The Executive will diligently and conscientiously perform the Employment Period, the Company shall propose duties of Chief Executive Officer and will devote the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his 's best efforts and full working time and attention during normal business hours to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfullyCompany. The Executive will accept no other employment or contracting work during the Term, effectively, and efficiently his duties.
(3) During or serve as a member of the Employment Periodboard of directors of any for-profit entity or as a member of any advisory board without the express written consent of the Board. Notwithstanding the general prohibition on the Executive accepting other employment or contracting work during the Term, the Executive shall not engage be permitted to accept other employment or contracting work from the entities and/or ventures set forth in any activities in competition with Exhibit A (the Company or its subsidiaries or participate in any business“Approved Endeavors”), either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to provided that (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do any work performed for such Approved Endeavors does not materially interfere with the performance of the Executive’s duties and responsibilities to the Company, (ii) such work performed for such Approved Endeavors is not competitive with the Company’s Business Activities (as defined below). The Board shall be deemed to have approved Upon termination of the Executive’s current position as President of OEIemployment relationship with the Company for any reason, Inc. and Oh Family Investments, LLC (his family investment companies). the Executive shall be allowed resign and relinquish any other position held as an officer and/or board member of the incidental use of communications equipment, computers and other office services for activities other than for Company businessCompany.
Appears in 1 contract
Sources: Executive Employment Agreement (Cyclo Therapeutics, Inc.)
Position and Duties. (1a) During the Employment Period, the Executive shall serve as (i) the President and Chief Executive Officer of the Company, subject to Section 3(d), and (ii) a director of the Company Board, with no additional remuneration payable to Executive for the services described in clause (ii); provided, that Executive’s continued service as a director and as President and Chief Executive Officer Officer, as applicable, shall be subject to any necessary approval by the equityholders and the Company Board as a Director required by applicable law and the Company’s governing documents. During the Employment Period, Executive is to have the normal duties, responsibilities and authority of an executive with the title of President and Chief Executive Officer, subject to the power of the Company and, in so doing, shall have the normal responsibilities, Board to provide oversight and direction with respect to such duties, responsibilities and authority associated authority, either generally or in specific instances and consistent with such position position.
(b) Upon the Date of Termination, Executive shall, at the request of the Company Board, resign from the Company Board.
(c) During the Employment Period, Executive acknowledges and agrees that from time to time (i) the Company Board, or the board of directors or managers, as applicable, of any member of the Company Group, may assign Executive additional positions with the Company or such member of the Company Group, respectively, or (ii) the equityholders of any member of the Company Group may request that Executive serve on the board of directors or managers, as applicable, of another member of the Company Group that is its subsidiary, with such titles, duties and responsibilities as shall be determined by the Company Board or such board of directors or managers, or such equityholders, as applicable. Executive agrees to serve in any and all such positions without additional customary responsibilitiescompensation. Upon the Date of Termination, Executive shall, at the request of the applicable equityholders or the applicable board of directors or managers, resign from all such positions.
(d) Executive acknowledges and agrees that the Company may during the Employment Period hire another individual as, or promote another employee to, President of the Company, which shall not constitute Good Reason hereunder.
(e) Executive acknowledges and agrees that Executive shall be subject to all the terms and conditions set forth in (i) the Second Amended and Restated By-Laws of the Company, as amended, supplemented or otherwise modified from time to time, applicable to the Company Board or the members of the Company Board and (ii) the relevant governing documents of any other member of the Company Group for which Executive provides services pursuant to this Agreement.
(f) Executive shall report to the Company Board.
(g) During the Employment Period, Executive shall devote Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Business and affairs of the Company Group. Executive shall perform Executive’s duties and responsibilities in a diligent, trustworthy, business-like and efficient manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or engage in any other business activity which could materially interfere or conflict with the performance of his duties, services and authority as may be assigned responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company without the Company Board’s prior consent, except that the Company Board of Directors hereby approves and consents to Executive’s occasional attendance at the respective meetings of the Company (board of managers of, or otherwise occasionally tending to, each of Prom Queen-II, LLC and Gulf Coast Yacht Group, LLC and their affiliates, provided that such consent shall be withdrawn in the “Board”), subject event such service or activities unreasonably interfere with Executive devoting Executive’s full professional time and attention to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business Business and affairs of the Company and its subsidiaries and Group. Other than as set forth in Appendix 1, Executive neither serves as director nor as principal of any for profit, charitable or civic organizations. Executive will provide the Company with prior written notice of any material future commitments with respect to use his best efforts to perform faithfullyany charitable or civic organization, effectively, and efficiently his duties.
(3) During the Employment Period, the provided that Executive shall not engage serve in any activities such current or future positions in competition the event such service unreasonably interferes with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the devoting Executive’s full productive time, attention, energy, professional time and ability attention to the furtherance Business and affairs of the Company’s businessCompany Group. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long At such time as the activities set forth Company Board determines that in (i) – (ii) do not its reasonable, good faith judgment any or all such director or principal positions materially interfere or conflict with the performance of Executive’s duties, services and responsibilities hereunder, subject to compliance with applicable law, the Company Board may require the resignation of Executive from any or all such positions.
(h) Executive shall perform Executive’s duties and responsibilities to principally at the Company. The Board shall be deemed to have approved headquarters office of the Executive’s current position as President of OEICompany in Atlanta, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessGeorgia.
Appears in 1 contract
Sources: Employment Agreement (Aveanna Healthcare Holdings, Inc.)
Position and Duties. (1a) During As of the Employment PeriodCommencement Date, the Executive shall serve as President and Chief Executive Officer and as a Director of the Company andCompany, in so doingwhich capacity the Executive shall perform the usual and customary duties of such offices, which shall have the normal responsibilities, duties, be those normally inherent in such capacities in companies of similar size and authority associated with such position and such additional customary responsibilities, duties, and authority character as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the BoardGroup. The Executive shall report to the Parent’s Board of Managers or, if and when applicable, the equivalent ultimate governing authority of the Company Group (the “Board”). The Executive shall, if requested, also serve as an officer or director of any member of the Company Group for no additional compensation. For so long as the Executive serves as the Chief Executive Officer of the Company while the ownership interests of the Company Group are privately held, the Executive shall serve as the Chairman of the Board. For so long as the Executive serves as the Chief Executive Officer of the Company while any of the ownership interests of the Company Group are publicly traded, the Executive shall be nominated for shareholder approval to serve as Chairman of the Board. The Company shall propose that Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive be appointed or elected owes fiduciary duties to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodGroup and will act accordingly.
(2b) During the Employment Period, the Executive agrees to devote substantially his full working time time, attention and energies to the Company Group’s business and affairs agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Group. The Executive shall not engage in any activities other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 hereof, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to Section 9 hereof, the Executive may (i) continue to serve as a member of the board of directors of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation and (ii) serve as a director of other companies, if such service is approved by the Board, in each case so long as such service is not detrimental to the Company Group, does not interfere with the Executive’s service to the Company Group, and does not present the Executive with a conflict of interest.
(c) In keeping with the Executive’s fiduciary duties to the Company Group, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest matter or transaction or, upon discovery thereof, allow such a conflict of interest matter or transaction to continue. The Executive agrees that he shall promptly disclose to the Board any facts related to any matter or transaction which might involve any reasonable possibility of a conflict of interest, or be perceived as such.
(d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include, but are not limited to, the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company Group does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company Group’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9(a) hereof); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products or services designed, manufactured or marketed by the Company Group; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company Group would be interested; (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company Group or its subsidiaries or participate in any business, either acting as an employeea director, officer, directorpartner, shareholderconsultant, employee or contractor, agent of any enterprise which is in competition with the Company or its subsidiariesGroup; and (vii) if not otherwise listed in this provision, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance any other circumstances that would create a conflict of interest under the Company’s business. Ethics and Code of Conduct Policy and any successors thereto.
(e) Further, during the Employment Period, the Executive agrees not covenants, warrants and represents that he shall:
(i) devote his full and best efforts to engage the fulfillment of his employment obligations hereunder; and
(ii) exercise the highest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of his duties hereunder.
(f) For purposes of this Section 2, the determination of whether any other business matter or professiontransaction constitutes a conflict of interest hereunder shall be made solely by the Board in its reasonable discretion; provided, directly that any matter or indirectlytransaction that is permitted by or otherwise in compliance with the terms and conditions of all applicable ethics, without the prior conflict of interest or similar written approval policies of the Board. However, it Company Group in effect at the time of such determination shall not be a violation conflict of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessinterest hereunder.
Appears in 1 contract
Sources: Employment Agreement (Academy Sports & Outdoors, Inc.)
Position and Duties. (1a) During the Employment PeriodTerm of Employment, the Executive shall serve as the President and Chief Executive Officer and as a Director CEO of the Company and, in so doing, shall have Company.
(b) Executive will report to the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Company’s Board of Directors of the Company (the “Board”), subject to Directors. The Executive’s primary responsibilities will be the general directionsupervision, approval, direction and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date andoperations, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business affairs and affairs personnel of the Company including but not limited to all contracts and its subsidiaries administration, marketing, public relations investor relations, revenue generating business functions including sales, strategic business partnerships, joint ventures and to use his best efforts to perform faithfullyfinancing and capital structures of business interests. In discharging such responsibilities, effectively, Executive shall have the powers and efficiently his duties.
(3) During duties of management usually vested in the Employment PeriodPresident and CEO of a corporation. In such capacity, the Executive shall carry out and implement reasonably promptly and effectively the management decisions of the CEO and the Company’s Board, and shall report directly and only to the Company’s Board. During the Term of Employment, the Company will not engage in any activities in competition with the Company or its subsidiaries or participate in any businessother person, either as an employeeofficer or as an executive in a position that is equal to or superior to that of Executive. ____________
1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Employment Agreement
(c) The Executive shall be provided an office at the executive offices of the Company which shall be located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, officer▇▇▇ ▇,▇▇▇▇▇▇, director▇▇ ▇▇▇▇▇, shareholder, or contractor, ▇▇▇ upon the Effective Date of this Agreement. Executive shall travel periodically as reasonably required in competition connection with the Company or its subsidiaries, but instead the Executive agrees to devote performance of the Executive’s full productive duties hereunder throughout the United States, North America, People's Republic of China and any other areas in the world as needed to properly conduct the business affairs of the company to which he will be reimbursed for expenses that meet the Expense Guidelines of the Company.
(d) The Executive shall serve the Company faithfully and to the best of the Executive’s ability in the capacity described above, devoting the Executive’s business time, attention, energyknowledge, energy and ability skills to such employment, to the furtherance extent necessary to carry out the Executive’s duties, as set forth herein. During the Term of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. HoweverEmployment, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry tradeserve, with or without compensation, as corporate, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as or boards, or perform functions for such organizations, so long as the such activities set forth in (i) – (ii) do not materially significantly interfere with the performance of the Executive’s duties and responsibilities to the Company or are in conflicting businesses and are in accordance with this Agreement or result in a violation of Section 6 or 8 of this Agreement. Employee shall devote substantially all of his working time and efforts to the business and affairs of Company. The ; provided, however, that nothing in this Agreement shall preclude Employee from (a) engaging in charitable activities and community affairs, (b) managing his personal investments and affairs and (c) serving as a non-employee director (or similar position) of up to five (5) corporations or other entities, provided that such entities are not Competitors (as defined in Section 13 hereof).
(e) Company and the Company’s majority shareholders, will use its best efforts, respectively, to cause Employee to be elected to the Board shall be deemed as a Director of the Company at a future Date as an election to have approved the Executive’s current position as President Board of OEI, Inc. and Oh Family Investments, LLC (his family investment companies)Directors during the term of this Agreement. Executive shall would be allowed the incidental use of communications equipment, computers and compensated additionally for this role which would be commensurate with other office services for activities other than for Company businessDirectors.
Appears in 1 contract
Position and Duties. (1) During the Employment PeriodTerm, the Executive shall initially serve as the Executive Vice Chairman of the Company with such customary duties, responsibilities and authority of such role or as otherwise may be directed by the Chairman of the Company’s Board of Directors (the “Board”). It is agreed and understood that as Executive Vice Chairman, the Executive shall not be deemed to be the principal executive officer of the Company while the Company is a public company and therefore shall not be required to certify the Company’s periodic reports filed with the Securities and Exchange Commission. Executive shall report to the Board through its Chairman. It is further agreed and understood that the Executive shall remain in the position of Executive Vice Chairman until the earliest of (i) the date the Company ceases to be a public company, (ii) December 31, 2008 or (iii) such date as may be mutually agreed upon by Executive and the Chief Executive Officer of the Company. CH1 11507398.1 Upon ceasing to be the Executive Vice Chairman as stated in the previous sentence, the Executive shall serve as President and the Chief Executive Officer and as a Director President of the Company and, in so doing, shall have the normal responsibilities, with such customary duties, responsibilities and authority associated of such role or as otherwise may be directed by the Chairman of the Board consistent with such position and such additional customary responsibilities, duties, responsibilities and authority as may be assigned from time authority. Executive shall continue to time by report to the Board of Directors of through its Chairman. As soon as practicable following the Company (the “Board”)Effective Date, subject Executive shall be appointed to the general direction, approval, and control shall serve as a member of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote substantially all his full working time and efforts to the business and affairs of the Company and (which may include service to its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During subsidiaries). Notwithstanding the Employment Periodforegoing, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, parties agree that during the Employment PeriodTerm, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) may serve on industry trade, civic, civic or charitable boards or committees orand up to one (1) corporate for profit board, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as so long as the such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Companyunder this Agreement and do not violate Section 5 of this Agreement. The Board Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time. In the event that such rules and policies of the Company are inconsistent with the terms of this Agreement, the terms of this Agreement shall be deemed govern. The Executive represents that he is not subject to have approved any existing covenant or other obligation that restricts his ability to enter into this Agreement and to perform the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessduties set forth herein.
Appears in 1 contract
Sources: Employment Agreement (Careguide Inc)
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President the Chief Financial Officer of the Company, and each of its operating subsidiaries, whether in existence now, or to be formed or acquired during the term hereof, and shall have the duties, responsibilities and authority customary for such a position in an organization of the size and nature of the Company. Executive shall report directly to the Chief Executive Officer and as a Director of the Company andand to the board of managers (the “ Board”) of Ranger Energy Holdings, in so doingLLC, shall have a Delaware limited liability company and the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors sole member of the Company (the “BoardHoldings”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working commercially reasonable best efforts and business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfullyaffiliates. Executive shall obtain the prior written approval from the Board before joining or participating in any other business opportunities, effectivelywhether or not for compensation, and efficiently his dutieswhether as an investor, board member, partner, or in any other capacity.
(3b) During Executive acknowledges and agrees that, at all times during the Employment Periodemployment relationship, the Executive shall not engage in any activities in competition with owes fiduciary duties to the Company or and its subsidiaries or participate affiliates, including, but not limited to, fiduciary duties of the highest loyalty, fidelity and allegiance, to act at all times in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the best interests of the Company or and its subsidiariesaffiliates, but instead the Executive agrees to devote the Executive’s make full productive time, attention, energy, and ability disclosure to the furtherance Company of all information that pertains to the Company’s or its affiliates’ business and interests, to do no act which would injure the Company’s or its affiliates’ business, interests, or reputation, and to refrain from using for Executive’s own benefit or for the benefit of others any information or opportunities pertaining to the Company’s or its affiliates’ business or interests that are entrusted to Executive or that he learned while employed by the Company. FurtherExecutive acknowledges and agrees that, upon termination of the employment relationship, Executive shall continue to refrain from using for his own benefit or the benefit of others, or from disclosing to others, any information or opportunities pertaining to the Company’s or its affiliates’ business or interests that were entrusted to Executive during the employment relationship or that he learned while employed by the Company. In addition, Executive, at all times during the Employment Period, the Executive agrees not shall strictly adhere to engage in any other business or profession, directly or indirectly, without the prior written approval and obey all of the Board. HoweverCompany’s written rules, it shall not policies and procedures, which will be a violation of this Agreement available for the Executive to (i) manage personal investments; viewing and (ii) serve on industry trade, civicare now in effect, or charitable boards as are subsequently adopted or committees ormodified by the Company, subject to which govern the prior approval operation of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards Company’s business and the conduct of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance employees of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Sources: Employment Agreement (Ranger Energy Services, Inc.)
Position and Duties. (1) During F▇▇▇▇▇▇▇▇▇ shall be employed as the Employment Period, Chairman of the Executive shall serve as President Board of Directors and Chief Executive Officer and as a Director of the Company Corporation and of the Bank and, except as set forth in so doingthis Agreement, shall have continue to serve as the normal Chairman of the Board of Directors and Chief Executive Officer of the Corporation and of the Bank throughout the entire Term. In no event shall F▇▇▇▇▇▇▇▇▇ be employed by the Corporation or the Bank during any calendar year subsequent to 2007 at a lower position or rank or with substantially diminished authority or responsibilities, dutiesand any such diminution in position or authority shall be considered a breach of this Agreement. F▇▇▇▇▇▇▇▇▇ shall diligently, efficiently and authority associated with effectively perform such position duties as shall be reasonably assigned to him, which shall consist of the general and active management of the business of FNB and such additional customary responsibilities, duties, other duties of supervision and authority management as may be assigned from time to time are generally vested in the office of Chief Executive Officer of a corporation or as are described in job descriptions reasonably established by the Board of Directors of the Company (Corporation or the “Board”), subject to the general direction, approval, and control of the BoardBank for such offices. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment PeriodTerm, the Executive agrees to F▇▇▇▇▇▇▇▇▇ shall devote substantially all of his full working time time, attention, knowledge and skills to the business and affairs interests of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s businessFNB. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it The foregoing sentence shall not be a violation of this Agreement for the Executive construed to (i) manage personal investments; and (ii) serve on industry tradeprevent F▇▇▇▇▇▇▇▇▇ from making investments or participating in other non-competing businesses, civic, enterprises or charitable boards or committees oreducational organizations, subject provided that he does not become engaged in any such activity to the prior approval of the Board (an extent which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere interferes with the performance of the Executive’s his ability to discharge his duties and responsibilities to FNB. F▇▇▇▇▇▇▇▇▇ shall at all times during the Company. The Board shall be deemed Term refrain from doing any act, disclosing any information or making any statements to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities any person other than for Company officers of FNB which may result 3 in the disclosure of confidential information or adversely affect the good reputation of FNB in the community or which might adversely affect the professional or business relationship between FNB and any business, depositor, borrower or any other person with whom FNB is doing business or is contemplating doing business.
Appears in 1 contract
Sources: Executive Employment Agreement (First Chester County Corp)
Position and Duties. (1i) During the Employment Period, the Executive shall serve as President Executive Vice President, General Counsel and Chief Executive Officer and as a Director Secretary of the Company and, in so doing, shall have the normal responsibilities, dutiesCompany, and authority associated will perform such duties and responsibilities as are consistent with such title and position with the Company and such additional customary responsibilities, duties, and authority as may be reasonably assigned to the Executive from time to time by the Board of Directors Chief Executive Officer and President of the Company (the “BoardCEO”). In the performance of such duties and responsibilities, subject the Executive may be required to provide certain material services to the general direction, approvalPartnership, and control certain minimal services to the Parent and the Company’s other affiliates which are incidental to his duties as Executive Vice President, General Counsel and Secretary of the Board. The Company, including but not limited to serving as Executive shall report to Vice President, General Counsel and Secretary of the Board. The Company shall propose that Parent, and for which the Executive be appointed will not receive any compensation or elected to the Board on or as soon as practicable after the Effective Date and, during benefits from such entities. During the Employment Period, Executive shall perform his services at the headquarters of the Company in the Chicago, Illinois area, and shall propose the Executive travel for re-election business purposes to the Board at extent necessary or appropriate in the performance of such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Periodservices.
(2ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his full working business time to the business and affairs of the Company and its subsidiaries and affiliates, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully, effectively, faithfully and efficiently his duties.
(3) such responsibilities. During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry tradecorporate, civic, civic or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, so long as the such activities set forth in (i) – (ii) do not materially significantly interfere with the performance of the Executive’s duties responsibilities as an employee of the Company in accordance with this Agreement and responsibilities to the Company. The Board shall be deemed to have approved Executive complies with applicable provisions of the ExecutiveParent’s current position as President Code of OEI, Inc. Business Conduct and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers Ethics and other office services for activities other than for any similar Company businesspolicy.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as the Vice President and Chief Executive Officer and as a Director of Sales of the Company and, in so doing, and shall have the normal duties, responsibilities, functions and authority of the Vice President of Sales of the Company, subject to the power and authority of the Company’s Board of Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority associated and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with such Executive’s position and such additional customary responsibilities, duties, and authority as the Board may be assigned from time to time by direct.
(b) Executive shall report to the Board of Directors Chief Executive Officer of the Company (the “BoardCEO”), subject to the general direction, approval, ) and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his best efforts and his full working business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries and to use his best efforts to Subsidiaries. Executive shall perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with responsibilities and functions to the Company or and its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability Subsidiaries hereunder to the furtherance best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s businessand its Subsidiaries’ policies and procedures in all material respects. FurtherIn performing his duties and exercising his authority under the Agreement, during Executive shall exercise diligent efforts to support and implement the Employment Periodbusiness and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, the Executive agrees not to engage in any other business or profession, directly or indirectlyshall not, without the prior written approval consent of the Board. However, it shall not be a violation perform other services for compensation.
(c) For purposes of this Agreement for Agreement, “Subsidiaries” shall mean any corporation or other entity of which the Executive securities or other ownership interests having the voting power to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval elect a majority of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards board of directors and advisory committeesor other governing body are, as long as at the activities set forth in (i) – (ii) do not materially interfere with the performance time of the Executive’s duties and responsibilities to determination, owned by the Company. The Board shall be deemed to have approved the Executive’s current position as President , directly or through one of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessmore Subsidiaries.
Appears in 1 contract
Position and Duties. (1) During the Employment Period, the 4.1. Executive shall serve as the Company's Chief Financial Officer. Executive's principal duties and responsibilities shall be to serve as the Executive Vice President of Finance and Chief Financial Officer (CFO). Executive's principal duties and responsibilities shall be to (i) serve as the primary Executive Officer charged with responsibility for the reporting and as a Director accounting functions of the Company andCompany, (ii) monitor and report on compliance with the laws and regulations regarding disclosures required by the Securities and Exchange Act of 1934 and Sarbanes/Oxley (iii) provide financial analysis and support to operations management (iv) provide management reports and support to the Company's Board of Directors and (v) perform such other duties as the Executive from time to time may be assigned. Executive will report to the Company's Chief Executive Officer,
4.2. Except during vacation periods or in so doingaccordance with the Company's personnel policies covering Executive leaves and reasonable periods of illness or other incapacitation, Executive shall have devote his services to the normal responsibilities, dutiesCompany's Business and interests in a manner consistent with Executive's title and office and the Company's needs for his services.
4.3. Executive shall perform his duties in good faith and in a manner which he honestly believes to be in the best interests of the Company, and authority associated with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. Executive shall at all times be subject to and shall observe and carry out such additional customary responsibilitiesreasonable rules, dutiesregulations, policies, directions and authority restrictions as may be assigned established and communicated to him from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the BoardDirectors.
4.4. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, Executive's employment by the Company shall propose the Executive for re-election to the Board at such times as be exclusive. Therefore, until and unless Executive's employment is terminated shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.not:
(2a) During directly or indirectly, for any purposes whatsoever, provide services to, or be employed in any capacity by, legal or natural person (other than the Employment Period, Company) while employed by the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.Company; and
(3b) During the Employment Perioddirectly or indirectly, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or without Company's written consent, significantly participate in any business, either enterprise or undertaking. Outside personal, social or charitable activities are not prohibited so long as Executive's participation does not impair his performance of his Duties and obligations under this Amended Agreement.
4.5. Executive acknowledges he is and shall be providing personal services of a special, unique, unusual and extraordinary character requiring extraordinary ingenuity and effort by Executive. Executive further acknowledges Company would suffer continuing and irreparable injury which can not be not adequately compensated by an employeeaward of monetary damages or through other legal remedies. Accordingly, officer, director, shareholder, or contractorExecutive agrees the Company shall be entitled to such injunctive relief as may be required to enforce the provisions of this Section 4. (including sub-section "4.4." immediately above), in competition with the Company or its subsidiaries, but instead the Executive agrees addition to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, legal remedies it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessmay have.
Appears in 1 contract
Sources: Employment Agreement (Integrated Healthcare Holdings Inc)
Position and Duties. (1) During ▇▇▇▇▇▇▇▇▇▇ shall be employed as the Employment Period, Chairman of the Executive shall serve as President Board of Directors and Chief Executive Officer and as a Director of the Company andCorporation and of the Bank, and except as set forth in so doing, this Agreement shall have continue to serve as the normal Chairman of the Board of Directors and Chief Executive Officer of the Corporation and of the Bank throughout the entire Term. In no event shall ▇▇▇▇▇▇▇▇▇▇ be employed by the Corporation or the Bank during any calendar year subsequent to 2003 at a lower position or rank or with substantially diminished authority or responsibilities, dutiesand any such diminution in position or authority shall be considered a breach of this Agreement. ▇▇▇▇▇▇▇▇▇▇ shall diligently, efficiently and authority associated with effectively perform such position duties as shall be reasonably assigned to him, which shall consist of the general and active management of the business of FNB and such additional customary responsibilities, duties, other duties of supervision and authority management as may be assigned from time to time are generally vested in the office of Chief Executive Officer of a corporation or as are described in job descriptions reasonably established by the Board of Directors of the Company (Corporation or the “Board”), subject to the general direction, approval, and control of the BoardBank for such offices. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment PeriodTerm, the Executive agrees to ▇▇▇▇▇▇▇▇▇▇ shall devote substantially all of his full working time time, attention, knowledge and skills to the business and affairs interests of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s businessFNB. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it The foregoing sentence shall not be a violation of this Agreement for the Executive construed to (i) manage personal investments; and (ii) serve on industry tradeprevent ▇▇▇▇▇▇▇▇▇▇ from making investments or participating in other non-competing businesses, civic, enterprises or charitable boards or committees oreducational organizations, subject provided that he does not become engaged in any such activity to the prior approval of the Board (an extent which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere interferes with the performance of the Executive’s his ability to discharge his duties and responsibilities to FNB. ▇▇▇▇▇▇▇▇▇▇ shall at all times during the Company. The Board shall be deemed Term refrain from doing any act, disclosing any information or making any statements to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities any person other than for Company officers of FNB which may result in the disclosure of confidential information or adversely affect the good reputation of FNB in the community or which might adversely affect the professional or business relationship between FNB and any business, depositor, borrower or any other person with whom FNB is doing business or is contemplating doing business.
Appears in 1 contract
Sources: Executive Employment Agreement (First Chester County Corp)
Position and Duties. (1) During the Employment Period, the The Executive shall serve as President Chairman of the Board of Directors and Chief Executive Officer and as a Director of the Company andCompany, in so doing, shall have the normal responsibilities, duties, reporting solely and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report directly to the Board. The Company shall propose that , with full responsibility and authority for the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member management of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries with such other responsibilities, duties and to use his best efforts to perform faithfully, effectively, authority as are customary for such position and efficiently his duties.
(3) During role. Without limiting the Employment Periodgenerality of the foregoing, the Executive shall not engage in any activities in competition with have oversight over the business and strategy of the Company, and all senior executive officers of the Company or its subsidiaries or participate (as reasonably identified by the Board) shall report directly to the Executive. Within thirty (30) days after the Effective Date, the bylaws of the Company shall be amended to reflect the provisions set forth in any businessthis Section 3. During the Term, either the Company shall nominate the Executive for a seat on the Board upon the expiration of Executive’s current term as an employee, officer, a director, shareholder, or contractorand upon the expiration of each subsequent term thereafter (or, in competition with the Company or its subsidiaries, but instead event that the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability is not elected to the furtherance Board at any annual meeting of the Company’s businessstockholders, at not less than one annual meeting following the first annual meeting at which he in not elected). FurtherThe Executive also agrees to serve, during without additional compensation, as the Employment Periodchairman, chief executive officer and/or director of any subsidiary, division or Affiliate of the Company if so requested by the Board. The Executive shall devote substantially all of his business time, attention and efforts, toward the performance of his duties under this Agreement. Notwithstanding the foregoing, the Executive agrees not to engage may manage his personal investments, be involved in any other business or professioncharitable and professional activities (including serving on charitable and professional boards), directly or indirectlyand, without with the prior written approval consent of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as so long as the activities set forth in (i) – (ii) do such service does not materially interfere with the performance of the Executive’s duties and responsibilities to hereunder or violate Section 9 hereof. Any boards that the Company. The Board Executive serves on as of the Effective Date shall be deemed to have approved the Executive’s current position be continued as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessapproved.
Appears in 1 contract
Position and Duties. (1) During the Employment Period, the Executive shall serve as President and Chief Executive Customer Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, duties and authority as may be assigned from time to time be assigned to Executive by the Chief Executive Officer of the Company. Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of the Company (including service to its affiliates, if applicable), provided that Executive may engage in charitable, community service, religious, educational and industry association activities as long as those activities do not interfere with Executive’s duties under this Agreement. The Company acknowledges that Executive is an owner and principal of Yuni Cosmetics (“Yuni”), which is a retail vendor to the Company and its subsidiaries, and may, subject to and without limiting the other provisions of this Agreement, retain such ownership interest during the Term, provided, however, during the Term, (i) Executive may not be involved in the day-to-day oversight and management of the Yuni business, which will be handled by other Yuni personnel, (ii) all decisions of the Company and its subsidiaries with respect to the Yuni products purchased by the Company must continue to be made by its Retail Director or Chief Executive Officer, and any material change to the Company’s purchasing practices or marketing/sales promotion of the Yuni product line must be approved in writing by the Company’s Chief Executive Officer, and (iii) such ownership does not interfere with Executive’s performance of her duties and responsibilities to the Company and its subsidiaries. In addition, any proposed transaction, or series of related transactions, between the Company and Yuni in which the amount to paid by the Company to Yuni in a calendar year would exceed One Hundred Twenty Thousand Dollars ($120,000) must be approved by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to observe and comply with the business rules and affairs policies of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with as adopted by the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractorfrom time to time, in competition with the Company or its subsidiaries, but instead the Executive agrees each case as amended from time to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in writing, and as delivered or made available to Executive (i) – (ii) do not materially interfere with each, a “Policy” and, collectively, the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies“Policies”). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President the Chief Human Resources Officer. Executive shall have such responsibilities, duties and Chief Executive Officer authorities, and as a Director of will render such services for the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority its Subsidiaries or Affiliates as may be assigned from time to time by the Board of Directors of the Company (the “"Board”), subject '') may from time to time reasonably direct consistent with Executive's role. At all times Executive will report directly to the general directionCEO. Executive will devote her best efforts, approvalenergies and abilities and substantially all her business time, skill and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time attention to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectivelySubsidiaries, and efficiently his duties.
(3) During shall perform her duties and responsibilities to the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractorbest of her ability, in competition with a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the businesses of Company or and its subsidiaries, but instead the Subsidiaries. Executive acknowledges that her duties and responsibilities will require substantially all her business time and agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, that during the Employment Period, the Executive agrees Period she will not to engage in any other business activity or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially have any business pursuits that interfere with the performance of the Executive’s duties and responsibilities to under this Agreement or are competitive with the businesses of the Company. The Board shall be deemed to have approved Notwithstanding the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies)foregoing. Executive shall be allowed permitted to devote a reasonable amount of time and effort to (i) providing service to, or serving on governing boards of other companies and organizations that are not competitive with the incidental use Company, and/or (ii) personally investing and managing personal and family investments in real estate and in any corporation, partnership or other entity; but in each case, only to the extent that any ·of communications equipmentthe activities described in clauses (i) or (ii), computers individually or as a whole, do not interfere with the execution of Executive's duties hereunder, or (B) otherwise violate any provision of this Agreement.
(b) For purposes of this Agreement, (i) "Subsidiaries" means any corporation or other entity (A) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more subsidiaries or (B) to which the Company or any of its Affiliates provide management services, and (ii) "Affiliate" of an entity means any other office services for activities other than for Company businessperson or entity, directly or indirectly controlling, controlled by or under common control with an entity.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the The Executive shall serve as President and the Chief Executive Financial Officer and as a Director of the Company and, in so doing, shall have reporting to the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Company’s Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report primarily work from the Corporate Headquarters located at 1 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ or at other locations as may be determined by the Executive. (the “Executive’s Office”).
(b) Without further compensation, the Executive may serve as a director or officer of one or more of the Company’s subsidiaries or affiliates if so elected or appointed from time to time.
(c) The Executive shall have such duties, authority and responsibilities as are consistent with the role of Chief Financial Officer and as may be set forth in the Bylaws of the Company. Roles and Responsibilities include but are not limited to financial reporting, cash management and financial forecasting. For purposes of the applicability of the Company compensation plans to the Board. The Company Executive, Executive shall propose that the be considered an “employee.” Executive be appointed or elected shall devote a substantial amount of his business time to the Board on or as soon as practicable after the Effective Date andperformance of his duties hereunder, during the Employment Period, the Company but such requirement shall propose the not prevent Executive for re-election to the Board at such times as shall be necessary for Executive to remain from (i) serving as a member of the Board throughout board of directors of unaffiliated companies, (ii) serving on civic, charitable, educational, religious, public interest or public service boards, (iii) managing the Employment Period.
Executive’s personal and family investments, and (2iv) During engaging in or having an ownership interest in other businesses. In addition, the Employment PeriodExecutive has disclosed, in writing, to the Company his involvement in entities and investments other than the Company (collectively, the “Outside Activities”). The Company shall permit the Executive to continue to engage in the Outside Activities provided that the Executive agrees to devote his full working time disclose to the business Board, in writing, any actual or potential conflict of interest arising out of any such Outside Activity and affairs of the Company and its subsidiaries and to use his best efforts no such Outside Activity materially interferes with Executive’s ability to perform faithfully, effectively, and efficiently his dutiesresponsibilities hereunder.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Position and Duties. (1a) During As of the Employment PeriodCommencement Date, the Executive shall serve as Executive Vice President and Chief Merchandising Officer for the Company, in which capacity the Executive Officer shall perform the usual and customary duties of such office, which shall be those normally inherent in such capacity in companies of similar size and character as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the BoardGroup. The Executive shall report to the BoardChairman, President, and Chief Executive Officer of the Company. The Company shall propose that the Executive be appointed shall, if requested, also serve as an officer or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a director of any member of the Board throughout Company Group for no additional compensation. When reasonably requested by the Employment PeriodChairman, President, and Chief Executive Officer, the Executive shall also be required to perform the usual and customary duties of any executive with the title of Executive Vice President with companies of similar size and character as the Company Group, whether or not such duties arc within the scope of the Executive’s duties on the Commencement Date.
(2b) During the Employment Period, the Executive agrees to devote his substantially Executive’s full working time time, attention and energies to the Company Group’s business and affairs agrees to faithfully and diligently endeavor to the best of Executive’s ability to further the best interests of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Group. The Executive shall not engage in any activities other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 hereof, this shall not be construed as preventing the Executive from investing Executive’s own assets in such form or manner as will not require Executive’s services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to the covenants of Section 9 hereof, the Executive may serve as a director of other companies, if such service is approved by the Parent’s Board of Managers or, if and when applicable, the equivalent ultimate governing authority of the Company Group (the “Board”), so long as such service is not detrimental to the Company Group, does not interfere with the Executive’s service to the Company Group, and does not present the Executive with a conflict of interest.
(c) The Executive agrees and acknowledges that, in connection with the Executive’s employment relationship with the Company, the Executive owes fiduciary duties to the Company Group and will act accordingly. In keeping with the Executive’s fiduciary duties to the Company Group, the Executive agrees that the Executive shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that the Executive shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such.
(d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include, but are not limited to, the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company Group does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company Group’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9(a) hereof); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products or services designed, manufactured or marketed by the Company Group; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company Group would be interested; (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company Group or its subsidiaries or participate in any business, either acting as an employeea director, officer, directorpartner, shareholderconsultant, employee or contractor, agent of any enterprise which is in competition with the Company or its subsidiariesGroup; and (vii) if not otherwise listed in this provision, but instead any other circumstances that would create a conflict of interest under the Company’s Ethics and Code of Conduct Policy and any successors thereto.
(e) Further, the Executive agrees to covenants, warrants and represents that the Executive shall:
(i) devote the Executive’s full productive time, attention, energy, and ability best efforts to the furtherance fulfillment of the CompanyExecutive’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and employment obligations hereunder;
(ii) serve on industry trade, civic, or charitable boards or committees or, subject to exercise the prior approval highest degree of fiduciary loyalty and care and the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards highest standards of directors and advisory committees, as long as the activities set forth conduct in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder; and
(iii) endeavor to prevent any harm, in any way, to the Companybusiness or reputation of the Company Group.
(f) For purposes of this Section 2, the determination of whether any matter or transaction constitutes a conflict of interest hereunder shall be made solely by the Board in its reasonable, good faith discretion; provided that any matter or transaction that is permitted by or otherwise in compliance with the terms and conditions of all applicable ethics, conflict of interest or similar written policies of the Company Group in effect at the time of such determination shall not be a conflict of interest hereunder. The Board determination of whether any matter or transaction is permitted by or otherwise in compliance with the terms and conditions of such policies shall be deemed to have approved made solely by the Executive’s current position as President of OEIBoard in its reasonable, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessgood faith discretion.
Appears in 1 contract
Sources: Executive Employment Agreement (Academy Sports & Outdoors, Inc.)
Position and Duties. (1a) During The Executive shall serve as the Employment PeriodChief Operating Officer (“COO”) of the Company reporting to the Company’s manager and upon any change of corporate form to a corporation to the Board of Directors (the “Board” Prior to any change in corporate form, the manager of the Company shall be deemed the Board for the purposes of this Agreement). The Executive shall primarily work out of the Company main office.
(b) The Company agrees to propose to the shareholders of the Company at each appropriate meeting of such shareholders during the Term and any Renewal Term, the election and reelection of the Executive as a member of the Board. Provided the Executive is elected by the shareholders to the Board, the Executive shall be appointed Chairman of the Board. In addition, without further compensation, the Executive shall serve as President a director or officer of one or more of the Company’s subsidiaries or affiliates if so elected or appointed from time to time.
(c) The Executive shall have such duties, authority and Chief Executive Officer responsibilities as are consistent with the role of COO and as a Director may be set forth in the governing documents of the Company. For purposes of the applicability of the Company andcompensation plans to the Executive, in so doing, Executive shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from considered an "employee.” Executive shall devote a substantial amount of his business time to time by the Board performance of Directors of the Company his duties hereunder, but such requirement shall not prevent Executive from (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain i) serving as a member of the Board throughout board of directors of unaffiliated companies, (ii) serving on civic, charitable, educational, religious, public interest or public service boards, (iii) managing the Employment Period.
Executive’s personal and family investments, and (2iv) During engaging in or having an ownership interest in other businesses. In addition, the Employment PeriodExecutive has disclosed, in writing, to the Company his involvement in entities and investments other than the Company (collectively, the “Outside Activities”). The Company shall permit the Executive to continue to engage in the Outside Activities provided that the Executive agrees to devote his full working time disclose to the business Board, in writing, any actual or potential conflict of interest arising out of any such Outside Activity and affairs of the Company and its subsidiaries and to use his best efforts no such Outside Activity materially interferes with Executive’s ability to perform faithfully, effectively, and efficiently his dutiesresponsibilities hereunder.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Position and Duties. (1a) During the Employment PeriodTerm (as defined in Section 2 hereof), the Executive shall serve as President and the Chief Executive Officer and as a Director of the Company and, in so doing, shall have subject to the normal responsibilities, duties, and customary supervisory authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by of the Board of Directors of the Company (the “Board”)) or as required by applicable law, subject shall have all authorities, duties and responsibilities customarily exercised by an individual serving in that position, including (i) overseeing the day-to-day management of the Company, (ii) developing overall strategy, and (iii) having all senior management of the Company report to the general directionExecutive; shall be assigned no duties or responsibilities that are materially inconsistent with, approvalor that materially impair the Executive’s ability to discharge, the foregoing duties and control responsibilities; shall have such additional duties and responsibilities, consistent with the foregoing, as may from time to time reasonably be assigned to the Executive by the Board; and shall, in the Executive’s capacity as Chief Executive Officer of the Board. The Executive shall Company, report solely and directly to the Board. The Company shall propose In the event that the Executive be appointed component of the Company’s business that is comprised of the “Vince” label of clothing (or elected to its successor) (the Board on or as soon as practicable after “▇▇▇▇▇ Business”) is no longer part of the Effective Date and, during the Employment PeriodCompany, the Company Executive shall propose have the option to become the Chief Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member Officer of the Board throughout ▇▇▇▇▇ Business on the Employment Periodsame terms set forth in this Agreement.
(2b) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment PeriodTerm, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote all of the Executive’s full productive business time, attention, energy, business judgment, knowledge and ability skill and the Executive’s best efforts to the furtherance performance of the Executive’s duties with the Company’s business. Further, during provided that the Employment Period, foregoing shall not prevent the Executive agrees not to engage in any other business or profession, directly or indirectly, without from (i) with the prior written approval of the Board. However, it shall not be a violation serving on the boards of this Agreement for the Executive to (i) manage personal investments; and directors of other business or charitable organizations, (ii) serve on industry tradeparticipating in charitable, civic, educational, professional, community or charitable boards or committees orindustry affairs, subject to and (iii) managing the prior approval of the Board (which approval shall not be unreasonably withheld)Executive’s passive personal investments, on for-profit corporate boards of directors and advisory committees, as in each case so long as such activities in the activities set forth in (i) – (ii) aggregate do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities to the Companyhereunder or create a potential business or fiduciary conflict. The Board is aware that the Executive serves as a member of the Board of Directors of each of the Fashion Institute of Technology, Cosmetic Executive Women and DemandWare, and approves such membership so long as such membership does not create an actual and material business or a fiduciary conflict.
(c) Within thirty (30) days of the date hereof the Board shall take such action as may be deemed necessary to have approved appoint or elect the ExecutiveExecutive as a member of the Board as of the Effective Date (as defined in Section 2 hereof) as well as a member of the Board of Kellwood Holding Corp., (“Holdings”), the Company’s sole shareholder. Thereafter, during the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board and a member of the Board of Holdings at the expiration of the then current position term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. The failure of the Board to appoint or elect, and re-elect, the Executive as President a member of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive the Board or of the Board of Holdings shall be allowed the incidental use constitute a material breach of communications equipment, computers and other office services for activities other than for Company businessthis Agreement.
Appears in 1 contract
Position and Duties. (1) During the Employment Period, the Executive shall serve be employed by each Company as President and its Chief Executive Officer ("CEO") reporting to the Board of Directors of each Company. CEO agrees to devote the necessary business time, energy and as a Director of the Company and, in so doing, shall have the normal responsibilities, dutiesskill to her duties at each Company, and authority associated will be permitted engage in outside consulting and/or employment provided said services do not materially interfere with such position and such additional customary responsibilities, duties, and authority as may be assigned from time Executive’s obligations to time by each Company under the terms of this Agreement. Executive agrees to advise the Board of Directors of the Parent of any outside services, and such Board’s approval of Executive’s participation in any such outside services shall not be unreasonably withheld or delayed. If such Board does not affirmatively approve of any such outside engagements within thirty (30) days after Executive informs the Board, the Board’s approval shall be deemed to have been given. The duties of Executive under this Agreement shall include all those duties customarily performed by a CEO as well as providing advice and consultation on general corporate matters, particularly related to shareholder and investor relations, assisting the Parent with respect to raising equity and other financing for the Companies, and other projects as may be assigned by either Company’s Board of Directors on an as needed basis. During the term of Executive's employment, Executive shall have the right to serve on boards of directors of other for-profit or not-for-profit entities provided such service does not materially adversely affect the performance of Executive's duties to each Company (under this Agreement, and are not in conflict with the “Board”)interests of each Company. For the avoidance of doubt, subject to the general direction, without any approval, and control of the Board. The Executive shall report have the right to the Board. The Company shall propose that the Executive be appointed or elected to the Board serve on or as soon as practicable after the Effective Date andboards of directors of, during the Employment Periodand otherwise provide services to, the Company entities as described on Exhibit A. In addition to Executive’s appointment as Chief Executive Officer of each Company, Executive shall propose the Executive be nominated to stand for re-election to the Board of Directors of each Company at such times each of its scheduled shareholders meeting so long as Executive remains as CEO of either Company. As a member of each Company's Board, Executive shall continue to be necessary for Executive subject to remain the provisions of each Company's bylaws and all applicable general corporation laws relative to her position on the Board. In addition to each Company's bylaws, as a member of the Board throughout the Employment Period.
(2) During the Employment PeriodBoard, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not also be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval statement of the Board (which approval shall not be unreasonably withheld)powers, on for-profit corporate boards of directors both specific and advisory committeesgeneral, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance each Company's Articles of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessIncorporation.
Appears in 1 contract
Position and Duties. (1) 1.1 During the Initial Employment PeriodTerm (as defined below), the Executive Employee shall serve as President and the Chief Executive Officer and as a Director of the Company andand shall report solely and directly to the Board. The Employee shall be responsible for oversight and management of all operations and activities of the Company. In addition, in so doing, the Employee shall have the normal responsibilities, duties, perform all other duties and authority associated with accept all other responsibilities incident to such position as may be reasonably assigned to him by the Board.
1.2 During the Initial Employment Term, Employee shall serve the Company faithfully and to the best of his ability and shall devote substantially all of his business time, attention and efforts to the performance of such additional customary responsibilities, duties, and authority duties as may be assigned to him from time to time by the Board. Employee shall confer with the Board and must have the written Board approval prior to any mergers, acquisitions or significant contracts by the company or prior to entering into any new financial agreements on behalf of the company outside of his normal day to day responsibilities. The Employee is allowed to serve on the Board of Directors or as an Advisor, of any non-competing business, while employed by the Company under this agreement.
1.3 Employee expressly represents and warrants to the Company that Employee is not a party to any contract or agreement and is not otherwise obligated in any way, and is not subject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the Employee’s ability to fully perform his duties and responsibilities under this Agreement. Employee further expressly represents and warrants that he is eligible to work in the United States and shall take all necessary action to comply with requests for verification of employment eligibility.
1.4 Employee will perform his duties and responsibilities located at the corporate headquarters or elsewhere within reason.
1.5 To the extent Employee is asked to serve as an officer, director or manager of the subsidiaries (“Subsidiaries”) of the Company (the “Board”such as Muscle Maker Development, LLC and Muscle Maker Corp., LLC), subject Employee’s duties to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board Subsidiaries shall be deemed to have approved the Executive’s current position as President of OEI, Inc. been included in this Agreement. Employee shall not be entitled to any additional compensation hereunder and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed covered by all provisions of the incidental use of communications equipment, computers and other office services for activities other than for Company businessAgreement mutatis mutandis.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President the Chief Operating Officer of the Company. During the Employment Period, Executive is to have the normal duties, responsibilities and authority of an executive with the title of Chief Operating Officer, subject to the power of the Chief Executive Officer to provide oversight and as a Director direction with respect to such duties, responsibilities and authority, either generally or in specific instances and consistent with such position.
(b) [Intentionally Omitted].
(c) During the Employment Period, Executive acknowledges and agrees that from time to time (i) the board of directors of the Company and(the “Company Board”) or the board of directors or managers, as applicable, of any member of the Company Group, may assign Executive additional positions with the Company or such member of the Company Group, respectively, or (ii) the equityholders of any member of the Company Group may request that Executive serve on the board of directors or managers, as applicable, of another member of the Company Group that is its subsidiary, with such titles, duties and responsibilities as shall be determined by the Company Board or such board of directors or managers, or such equityholders, as applicable. Executive agrees to serve in so doingany and all such positions without additional compensation. Upon the Date of Termination, Executive shall, at the request of the applicable equityholders or the applicable board of directors or managers, resign from all such positions.
(d) [Intentionally Omitted].
(e) Executive acknowledges and agrees that Executive shall have be subject to all the normal responsibilitiesterms and conditions set forth in (i) the Second Amended and Restated By-Laws of the Company, as amended, supplemented or otherwise modified from time to time, applicable to the Company Board or the members of the Company Board and (ii) the relevant governing documents of any other member of the Company Group for which Executive provides services pursuant to this Agreement.
(f) Executive shall report to the Chief Executive Officer of the Company.
(g) During the Employment Period, Executive shall devote Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Business and affairs of the Company Group. Executive shall perform Executive’s duties and responsibilities in a diligent, trustworthy, business-like and efficient manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or engage in any other business activity which could materially interfere or conflict with the performance of his duties, services and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Board of Directors of Company without the Company (Board’s prior consent. Other than as set forth in Appendix 1, Executive neither serves as director nor as principal of any for profit, charitable or civic organizations. Executive will provide the “Board”)Company with prior written notice of any material future commitments with respect to any charitable or civic organization, subject provided that Executive shall not serve in such current or future positions in the event such service unreasonably interferes with Executive devoting Executive’s full professional time and attention to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business Business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with Group. At such time as the Company Board determines that in its reasonable, good faith judgment any or its subsidiaries all such director or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not principal positions materially interfere or conflict with the performance of Executive’s duties, services and responsibilities hereunder, subject to compliance with applicable law, the Company Board may require the resignation of Executive from any or all such positions.
(h) Executive shall perform Executive’s duties and responsibilities to principally at the Company. The Board shall be deemed to have approved headquarters office of the Executive’s current position as President of OEICompany in Atlanta, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessGeorgia.
Appears in 1 contract
Sources: Employment Agreement (Aveanna Healthcare Holdings, Inc.)
Position and Duties. (1a) During the Employment PeriodAgreement Term, the Executive shall serve be employed as the Chairman of the Board, President and Chief Executive Officer and as a Director of the Company andwith duties, in so doing, shall have the normal responsibilities, duties, powers and authority associated authorities commensurate with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Boardpositions. The Executive shall report have broad discretion and authority to manage and direct the day-to-day affairs of the Company. Neither the Board nor the Executive Committee shall manage and direct the day-to-day affairs of the Company, except to the Boardextent affected by the exercise by the Board or Executive Committee of its corporate governance duties and responsibilities, including, but not limited to, issuance of shares of common or preferred stock of the Company; material financing transactions; approval, adoption and amendment of employee compensation and benefit plans, programs or policies; administration of executive incentive compensation plans, programs or policies; and approval of any annual business plan and capital expenditure plan. The Company Executive shall propose that the Executive be appointed or elected to meet with the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company a periodic basis and shall propose meet with the Executive for reCommittee on a monthly basis (if requested by the Co-election Chairs of the Executive Committee) regarding the Company's performance sufficient to enable the Board and the Executive Committee to fulfill their corporate governance responsibilities. The Executive promptly shall disclose to the Board at such times as shall be necessary for Executive to remain as a member Committee and other members of the Board throughout any indication of interest by any person (as defined in Section 13(d)(3) of the Employment Period1934 Act) to purchase shares of the Company's common stock or any ▇▇▇▇▇ ▇▇ansaction which could result in a Change of Control of the Company. Executive's services shall be performed principally at the Company's corporate offices in New York City, New York.
(2b) During the Employment PeriodAgreement Term (other than any periods of vacation, sick leave or Disability to which the Executive is entitled), the Executive agrees to shall devote his full working substantially all of the Executive's attention and time to the business and affairs of the Company and its subsidiaries to discharge the duties assigned to the Executive in accordance with this Agreement, and to use his the Executive's best efforts to perform faithfully, effectively, faithfully and efficiently his such duties.
. During the Agreement Term, the Executive may (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill speaking engagements or teach at educational institutions, (3) During provide consulting services to other business entities, including those in the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energyretail clothing industry, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i4) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as so long as such activities, either individually or in the activities set forth in (i) – (ii) aggregate, do not materially interfere or conflict with the performance of the Executive’s 's duties under this Agreement and responsibilities subject to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.covenants set forth in ARTICLE X.
Appears in 1 contract
Position and Duties. (1i) During the term of the Executive's employment, the Executive shall serve as Chairman, Chief Executive Officer and President of the Company and ACI and, in so doing, shall perform normal duties and responsibilities associated with such position and as reasonably directed by the Board. Promptly following the commencement of the Employment Period, the Company shall take all action necessary to appoint the Executive as Chairman of the Board of the Company and ACI, and thereafter, for so long as the Executive remains the Chief Executive Officer of the Company and/or ACI, (a) KAT Holdings, L.P. shall direct the LLC to vote the common stock of the Company owned by the LLC for the election of the Executive as a director and Chairman of the Board of the Company and ACI, and the Executive agrees to serve in such capacities, and (b) while the Executive is Chairman of the Board of the Company and ACI, the Executive shall be a member of any Executive Committee or substantially similar committee of the Board, if such a committee exists at any time. In addition, during the Employment Period, and if the Executive's employment is terminated by the Company without Cause or for Good Reason for so long as Executive (together with his "permitted transferees" pursuant to Executive's Buy-Sell Agreement of even date herewith) holds at least 50% of the stock purchase rights described in Schedule B hereto, KAT Holdings, L.P. shall direct the LLC to vote the common stock of the Company owned by the LLC for the election of the Executive as a director of the Company and ACI, unless Executive shall elect after the Employment Period not to serve as a director thereof. To the extent requested by the Board during the Employment Period, the Executive shall also serve as President and Chief Executive Officer and on any other committees of the Board and/or as a Director director, officer or employee of the Company andParent or any other person or entity which, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board time, is a direct or indirect subsidiary of Directors Parent. The Executive's service as a director of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on Parent or as soon as practicable after the Effective Date anda director, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as officer or employee of any subsidiary of Parent shall be necessary for Executive to remain as a member of the Board throughout the Employment Periodwithout additional compensation.
(2ii) During the Employment Periodterm of the Executive's employment, and excluding any periods of vacation and other leave to which the Executive is entitled, the Executive agrees to devote substantially all his full working business time to the business and affairs of the Company and its subsidiaries and to use his the Executive's best efforts to perform faithfully, effectively, effectively and efficiently his dutiesduties and responsibilities.
(3iii) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote term of the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However's employment, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii1) serve on industry trade, civic, civic or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as (2) deliver lectures or fulfill speaking engagements or (3) manage personal investments, so long as the such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s 's duties and responsibilities to as an Executive of the Company. The Board shall be deemed .
(iv) Executive agrees to have approved observe and comply with the Executive’s current position Company's rules and policies as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed adopted by the incidental use of communications equipment, computers and other office services for activities other than for Company businessfrom time to time.
Appears in 1 contract
Position and Duties. (1a) During the Employment PeriodPeriod (as defined in paragraph 4), the Executive shall serve as President and the Chief Executive Officer and as a Director of the Company and, in so doing, and shall have the normal duties, responsibilities, duties, functions and authority associated with such position and such additional customary responsibilitiesof the Chief Executive Officer, duties, subject to the power and authority as may be assigned from time to time by of the Board of Directors of the Company (the “Board”)) to expand or limit such duties, subject responsibilities, functions and authority within the scope of duties, responsibilities, functions and authority associated with the position of Chief Executive Officer and to the general direction, approval, and control overrule actions of officers of the BoardCompany. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company shall propose and its Subsidiaries which are consistent with Executive’s position as the Executive for re-election Board may from time to time direct. Not less than 30 days nor more than 60 days prior to the Board at such times as shall be necessary for Executive to remain as a member scheduled end of the Board throughout the Employment Period, if Executive is then still employed by the Company, Executive and the Board shall meet and discuss whether to extend the term of this Agreement. This Agreement may be extended upon the mutual agreement of the Executive and the Board, and if so extended, shall have the same terms and conditions as set forth herein, with a corresponding change in dates to take into account the new term.
(2b) During the Employment Period, Executive shall report to the Executive agrees to Board and shall devote his best efforts and his full working business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) exclusively to the business and affairs of the Company and its subsidiaries and to use his best efforts to Subsidiaries. Executive shall perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with responsibilities and functions to the Company or and its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability Subsidiaries hereunder to the furtherance best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s businessand its Subsidiaries’ policies and procedures in all material respects. FurtherIn performing his duties and exercising his authority under the Agreement, during Executive shall support and implement the Employment Period, the Executive agrees not business and strategic plans approved from time to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of time by the Board (which approval and shall not be unreasonably withheld), on for-profit corporate boards of directors support and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere cooperate with the performance of Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the Executive’s duties business and responsibilities to the Company. The Board shall be deemed to have strategic plans approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.by the
Appears in 1 contract
Sources: Employment Agreement (Kemet Corp)
Position and Duties. (1) During the Employment Period, the Executive shall serve as Group President of Global Enterprises with such authority, duties and Chief Executive Officer responsibilities as are consistent with the Executive's position as the senior executive officer in charge of directing the overall business, affairs and as a Director operations of the Company andGlobal Enterprises, in so doing, shall have the normal and such other duties and responsibilities, dutiesconsistent with Executive's position, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time be reasonably assigned to the Executive by the Chairman of the Board of Directors of the Company (the “"Board”), subject to ") or the general direction, approval, and control Chief Executive Officer of the BoardCompany acting in good faith. The In the Executive's capacity as Group President of Global Enterprises, the Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member Chairman of the Board throughout or if the Employment Period.
(2) Chairman of the Board does not exist, the Chief Executive Officer of the Company. In addition, in order to facilitate the transition of a new successor Chief Executive Officer of the Company, the Board or the then Chief Executive Officer of the Company may appoint the Executive as Group President of another business division of the Company and assign the Executive such duties and responsibilities as are consistent with such position without violating the terms of this Agreement. Attention. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive agrees to is entitled, the Executive shall devote his full working attention and time during normal business hours to the business and affairs of the Company and its subsidiaries and and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive's best efforts to perform faithfully, effectively, carry out such responsibilities faithfully and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s businessefficiently. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it It shall not be considered a violation of this Agreement the foregoing for the Executive to (i) manage personal investments; and (ii) serve on industry tradecorporate, civicindustry, civic or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as so long as the such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and 's responsibilities to as an employee of the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessin accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Sempra Energy)
Position and Duties. (1a) During The Executive shall become an employee of the Employment Period, Company as of the Executive Effective Date and shall serve as President and Chief Executive Officer and as a Director of the Company and, in so doing, during the remainder of the Term. The Executive shall have the normal responsibilitiesauthorities, dutiesduties and responsibilities that are customarily assigned to the president of a company (of the size and nature of the Company) whose primary responsibility is to manage the execution of new business strategies, and authority associated with such position other duties and such additional customary responsibilities, duties, and authority responsibilities not inconsistent therewith as may be assigned from time to time be assigned to him by the Board of Directors of the Company (and the “Board”), subject to the general direction, approval, and control Chief Executive Officer of the BoardCompany. The Executive agrees that upon the termination of his employment as President of the Company, he shall report to the Board. The Company shall propose promptly execute any administrative documents evidencing such termination that the Executive be appointed or elected Company may reasonably request him to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Periodexecute.
(2b) In his capacity as President of the Company, the Executive shall report directly to the Chief Executive Officer of the Company.
(c) During the Employment PeriodTerm, the Executive agrees to shall devote substantially all of his full working business time and attention to the business and affairs of the Company and its subsidiaries shall perform, faithfully and to use diligently, his best efforts to perform faithfully, effectively, duties and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s businessresponsibilities hereunder. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it It shall not be considered a violation of this Agreement the foregoing for the Executive to to: (i) manage personal investments; and (ii) serve on industry tradecorporate, industry, civic, social or charitable boards or committees oror engage in charitable activities and community affairs; provided that, subject to the prior approval of Chief Executive Officer approves the Board (which approval shall not be unreasonably withheld), Executive’s service on for-profit any such corporate or industry boards of directors and advisory or committees, as long as the activities set forth in (i) – ; or (ii) manage his own personal investments and affairs; provided that, the foregoing activities do not materially interfere with the performance of the Executive’s responsibilities hereunder.
(d) The Executive agrees to discharge his duties and responsibilities obligations under this Agreement in accordance with such reasonable policies, not inconsistent with the express terms of this Agreement and generally applicable to the Company. The Board shall be deemed ’s similarly situated executives, as the Company may from time to have approved time (either before or after the Effective Date) adopt and communicate to the Executive.
(e) During the Term, the Executive’s current position as President principal office, and principal place of OEIemployment, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed at the incidental use Company’s principal executive offices in Manhattan. The requirement of communications equipmentthe preceding sentence shall not be considered to be violated merely because the Executive is required, computers in connection with the execution, management, maintenance or administration of new business strategies for the Company (including without limitation the management, maintenance or administration of particular companies or other initiatives), to travel frequently, upon request by the Company in its reasonable discretion, to other locations in the United States or outside the United States, it being expressly understood and other office services for activities other than for Company businessagreed that extensive travel may be required.
Appears in 1 contract
Position and Duties. (1) During the Employment Period, the Executive shall serve as Senior Vice President and – Supply Chain Operations of the Company reporting directly to the Chief Executive Officer and as a Director or most senior executive officer of the Company and, in so doing, shall have the normal responsibilities, dutiesCompany, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) Company’s most senior supply chain operations officer. During the Employment Period, the Executive agrees also shall serve as Senior Vice President – Supply Chain Operations of KKDC and shall be KKDC’s most senior supply chain operations officer. The Executive shall have such responsibilities, powers and duties as may from time to time be prescribed by the Board, the Chief Executive Officer, or the most senior executive officer of the Companies; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for the proper conduct of the business of the Companies. During the Employment Period, the Executive shall devote substantially all of his full working time and efforts, which shall be conducted on a full-time basis, to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Subsidiaries. The Executive shall not engage in directly or indirectly render any activities in competition with services of a business, commercial or professional nature to any other person or organization not related to the business of the Company or its subsidiaries Subsidiaries, whether for compensation or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectlyotherwise, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (Board; provided, however, the Executive may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which approval shall will not be unreasonably withheld), on and the Executive may serve as a director of not-for-profit corporate boards of directors and advisory committeesorganizations or engage in other charitable, as civic or educational activities, so long as the activities set forth described in (i) – (ii) this proviso do not materially interfere with the Executive’s performance of his duties hereunder or result in any conflict of interest with the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessCompanies.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President and the Chief Executive Financial Officer and as a Director of the Company and, in so doing, and shall have the normal responsibilitiessuch duties and responsibilities as are consistent with such office, dutiesincluding, without limitation: (i) financial planning, budgeting, and authority associated with such position reporting, (ii) general accounting functions, (iii) preparation and such additional customary responsibilitiescertification of reports under the Securities Act of 1933, dutiesas amended, and authority Securities Exchange Act of 1934, as amended, and the Rules and Regulations promulgated thereunder, (iv) representation of the Company on a variety of issues to customers, suppliers, investors, media representatives and the general community, and (v) as otherwise may be assigned prescribed from time to time by the Board of Directors of the Company (Company, within the “Board”), subject to the general direction, approval, and control customary requirements of the Boardthis position. The Executive shall report to be the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for resecond-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs highest ranking officer of the Company and its subsidiaries shall report only to the Chief Executive Officer and to use his best efforts to perform faithfully, effectively, and efficiently his dutiesthe Board of Directors.
(3b) During the Employment Period, the Executive shall not engage perform and discharge his duties and responsibilities well and faithfully and in any activities in competition accordance with the Company or its subsidiaries or participate in any businessterms and conditions of this Agreement, either as an employeeand shall devote his best talents, officerefforts and abilities to the performance of his duties hereunder.
(c) During the Employment Period, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to shall devote the Executive’s full productive substantially all of his business time, attentionattention and energy to performing his duties and responsibilities hereunder and shall have no other employment and no other outside business activities whatsoever; provided, energyhowever, and ability to that the furtherance Executive shall not be precluded from making passive investments which do not require the devotion of the Company’s business. Furtherany significant time or effort.
(d) In addition, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval shall serve as a member of the BoardCompany’s Board of Directors. However, The Company agrees that it shall not be a violation of this Agreement for nominate the Executive to (i) manage personal investments; be a director of the Company at each election of directors of the Company to be held during the Employment Period, and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to recommend to the prior approval shareholders of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth Company to vote their shares in (i) – (ii) do not materially interfere with the performance favor of the Executive’s duties and responsibilities to election of the CompanyExecutive as a director of the Company at all such meetings. The Board shall Executive agrees to serve as a director of the Company for no additional consideration, except as may be deemed provided to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessall directors generally.
Appears in 1 contract
Position and Duties. (1) During the Employment PeriodTerm, the Executive shall serve as President the Chief Financial Officer, Treasurer and Chief Executive Operating Officer and as a Director of the Company andCompany, in so doing, and shall have the normal responsibilities, duties, such powers and authority associated with such position and such additional customary responsibilities, duties, and authority duties as may be assigned from time to time be prescribed by the Board of Directors of the Company (the “Board”) or Chief Executive Officer of the Company (the “CEO”), subject as applicable, or another authorized executive, provided that such duties are consistent with the Executive’s position or other positions that the Executive may hold from time to time. For the general directionperiod beginning on the Second Amendment Effective Date and ending on such date as the Board appoints a successor Chief Executive Officer of the Company (the “Interim Period”), approvalthe Executive shall serve as the Interim Chief Executive Officer of the Company, and control shall have such powers and duties as may from time to time be prescribed by the Board. For the avoidance of doubt, the Executive shall not be entitled to Good Reason termination pursuant to Section 3(e) of this Agreement upon the expiration of the BoardInterim Period. The Executive shall report to devote the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his Executive’s full working time and efforts to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During Company. Notwithstanding the Employment Periodforegoing, the Executive shall not engage in any activities in competition may serve on other boards of directors, with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or engage in religious, charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, other community activities as long as such services and activities are disclosed to the activities set forth in (i) – (ii) Board and do not materially interfere with the Executive’s performance of the Executive’s duties and responsibilities or obligations to the CompanyCompany (whether under this Agreement, the Restrictive Covenant, any other agreement, applicable law or otherwise). The Board To the extent applicable, the Executive shall be deemed to have approved resigned from all officer and board members positions that the Executive holds with the Company or any or its respective subsidiaries and affiliates upon the termination of the Executive’s current position as President of OEI, Inc. employment for any reason and Oh Family Investments, LLC (his family investment companies)by which ever party. The Executive shall execute any documents in reasonable form as may be allowed requested by the incidental use of communications equipment, computers and other office services for activities other than for Company businessto confirm or effectuate any such resignations.
Appears in 1 contract
Position and Duties. (1) During Featherman shall be employed as the Employment PeriodChairman of the Board of Dire▇▇▇▇▇ ▇▇▇ Chief Executive Officer of the Corporation and of the Bank, the Executive and except as set forth in this Agreement shall continue to serve as President the Chairman of the Board of Directors and Chief Executive Officer and as a Director of the Company and, in so doing, Corporation and of the Bank throughout the entire Term. In no event shall have Featherman be employed by the normal Corporation or the Bank during any ▇▇▇▇▇▇▇▇ year subsequent to 2003 at a lower position or rank or with substantially diminished authority or responsibilities, dutiesand any such diminution in position or authority shall be considered a breach of this Agreement. Featherman shall diligently, efficiently and authority associated with such position effectively perfor▇ ▇▇▇▇ ▇▇▇ies as shall be reasonably assigned to him, which shall consist of the general and active management of the business of FNB and such additional customary responsibilities, duties, other duties of supervision and authority management as may be assigned from time to time are generally vested in the office of Chief Executive Officer of a corporation or as are described in job descriptions reasonably established by the Board of Directors of the Company (Corporation or the “Board”), subject to the general direction, approval, and control of the BoardBank for such offices. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment PeriodTerm, the Executive agrees to Featherman shall devote substantially all of his full working time time, attention, ▇▇▇▇▇▇▇▇e and skills to the business and affairs interests of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s businessFNB. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it The foregoing sentence shall not be a violation of this Agreement for the Executive construed to (i) manage personal investments; and (ii) serve on industry tradeprevent Featherman from making investments or participating in othe▇ ▇▇▇-▇▇▇▇eting businesses, civic, enterprises or charitable boards or committees oreducational organizations, subject provided that he does not become engaged in any such activity to the prior approval of the Board (an extent which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere interferes with the performance of the Executive’s his ability to discharge his duties and responsibilities to FNB. Featherman shall at all times during the Company. The Board shall be deemed Term refrain from doin▇ ▇▇▇ ▇▇▇, disclosing any information or making any statements to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities any person other than for Company officers of FNB which may result in the disclosure of confidential information or adversely affect the good reputation of FNB in the community or which might adversely affect the professional or business relationship between FNB and any business, depositor, borrower or any other person with whom FNB is doing business or is contemplating doing business.
Appears in 1 contract
Sources: Executive Employment Agreement (First Chester County Corp)
Position and Duties. (1) During The Company and the Employment Period, Bank hereby employs the Executive shall serve as President and Chief Executive Officer and Executive shall serve as a Director the highest senior executive of the Company andand the Bank or in such other senior executive capacity or capacities as shall be mutually agreed between the Company and the Executive. During the period of the Executive’s employment hereunder, in so doingthe Executive shall devote his best efforts and full business time, shall have energy, skills and attention to the normal responsibilitiesbusiness and affairs of the Company, dutiesthe Bank, and authority associated the other direct and indirect subsidiaries of the Company (together with the Bank, the “Subsidiaries” or a “Subsidiary”). The Executive may (i) engage in charitable and community affairs, so long as such position activities are consistent with Executive’s duties and such additional customary responsibilitiesresponsibilities to the Company, duties(ii) manage Executive’s personal investments, and (iii) serve on the boards of directors of other companies with prior written consent the Company. The Executive’s duties and authority shall consist of and include all duties and authority customarily performed and held by persons holding equivalent positions with business organizations similar in nature and size to the Company, as may be assigned such duties and authority are reasonably defined, modified and delegated from time to time by the Board of Directors of the Company to which the Executive shall report during the Term of this Agreement (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report have the powers necessary to perform the Boardduties assigned to him and shall be provided such supporting services, staff, secretarial and other assistance, office space and accoutrements as shall be reasonably necessary and appropriate in the light of such assigned duties. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment PeriodAt least annually, the Company shall propose evaluate Executive’s performance in accordance with and as described in the Executive for re-election Company’s standard employment policies. Subject to the Board at such times as shall be necessary for Executive to remain as a member Articles of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business Incorporation and affairs Bylaws of the Company and its subsidiaries the Bank and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During election by the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance shareholders of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed nominated to serve on the incidental use Board of communications equipment, computers Directors of the Company and other office services for activities other than for Company businessthe Bank.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the The Executive shall serve as President and the Chief Executive Officer and as a Director of the Company and, in so doing, shall have reporting to the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Company’s Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report primarily work from the Corporate Headquarters located at 1 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ or at other locations as may be determined by the Executive. (the “Executive’s Office”).
(b) Without further compensation, the Executive may serve as a director or officer of one or more of the Company’s subsidiaries or affiliates if so elected or appointed from time to time.
(c) The Executive shall have such duties, authority and responsibilities as are consistent with the role of Chief Executive Officer and as may be set forth in the Bylaws of the Company. Roles and Responsibilities include but are not limited to capital raises, investor relations and overall corporate guidance. For purposes of the applicability of the Company compensation plans to the Board. The Company Executive, Executive shall propose that the be considered an “employee.” Executive be appointed or elected shall devote a substantial amount of his business time to the Board on or as soon as practicable after the Effective Date andperformance of his duties hereunder, during the Employment Period, the Company but such requirement shall propose the not prevent Executive for re-election to the Board at such times as shall be necessary for Executive to remain from (i) serving as a member of the Board throughout board of directors of unaffiliated companies, (ii) serving on civic, charitable, educational, religious, public interest or public service boards, (iii) managing the Employment Period.
Executive’s personal and family investments, and (2iv) During engaging in or having an ownership interest in other businesses. In addition, the Employment PeriodExecutive has disclosed, in writing, to the Company his involvement in entities and investments other than the Company (collectively, the “Outside Activities”). The Company shall permit the Executive to continue to engage in the Outside Activities provided that the Executive agrees to devote his full working time disclose to the business Board, in writing, any actual or potential conflict of interest arising out of any such Outside Activity and affairs of the Company and its subsidiaries and to use his best efforts no such Outside Activity materially interferes with Executive’s ability to perform faithfully, effectively, and efficiently his dutiesresponsibilities hereunder.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President and Chief Executive Officer and as a Director As of the Company and, in so doing, shall have the normal responsibilities, dutiesdate of this Agreement, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not will be employed as Chief Executive Officer of PrairieStone and such of its subsidiaries as may be determined by the PrairieStone's Board of Managers, performing such duties as may be designated by the Board of Managers from time to engage in any other business or profession, directly or indirectly, without time which shall be consistent with the prior written approval general nature of the Boardduties and authority of a Chief Executive Officer in similarly situated companies. HoweverIn addition, it shall not be a violation as of the date of this Agreement for Agreement, and during the Employment Period, the Executive will be employed as the Chief Operating Officer of Arcadia, performing such duties as may be designated by the Board of Directors from time to time which shall be consistent with the general nature of the duties and authority of a Chief Operating Officer in similarly situated companies. In both of his positions, Executive shall report to ▇▇▇▇ ▇▇▇▇▇▇▇, the Chief Executive Officer of Arcadia.
(ib) manage personal investments; During the Employment Period, excluding any periods of vacation and (ii) serve absence due to intermittent illness to which the Executive is entitled, and any services or activities on industry trade, civic, behalf of civic or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) institutions that do not materially significantly interfere with the performance of his responsibilities to Employer or violate the provisions of Section 10, the Executive shall devote his full time and attention to the business and affairs of Employer and its subsidiaries. Except as stated in the previous sentence, during the Employment Period, Executive shall have no other employment or business interests; provided, however, that the Executive shall be able to invest his personal assets in investments and entities as long as such investments do not violate Section 10 and do not require a material amount of the Executive’s 's time. The Executive shall use reasonable efforts to carry out all duties and responsibilities assigned to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. him faithfully and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessefficiently.
Appears in 1 contract
Position and Duties. (1a) During the Employment PeriodPeriod (as defined in Section 4 below), the Executive shall serve as President the Chief Financial Officer of the Company. Executive will report to, and be subject to the overall direction and authority of, the Company’s Chief Executive Officer and as a Director of the Company and, in so doing, Officer. Executive shall have access to and shall be responsible to the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by audit committee of the Board of Directors of the Company (the “Board”)) of Infor Topco GP, subject Inc., a Delaware corporation and the general partner of Parent, and the audit committee of Infor, Inc., a Delaware corporation and the direct corporate parent of the Company. Executive shall have the normal duties, responsibilities, functions and authority of a Chief Financial Officer, and such other matters related to the general direction, approval, and control day-to-day management of the Board. The Company as may be delegated to Executive shall report to by the Board. The Company shall propose that the Company’s President and Chief Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodOfficer.
(2b) During the Employment Period, the Executive agrees to will devote his Executive’s best efforts and full working business time and attention to the business and affairs of the Company and its subsidiaries and to use his best efforts to Company. Executive will perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed Company to have approved the best of Executive’s current position as President of OEIabilities in a diligent, Inc. trustworthy, businesslike and Oh Family Investmentsefficient manner.
(c) Executive will be based in or around Park City, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipmentUtah, computers and acknowledges that regular travel to ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and other office services global locations will be required in order for activities Executive to perform Executive’s duties and responsibilities to the Company and to interact with the other than for Company businessmembers of the Company’s executive team.
(d) For purposes of this Agreement, “Subsidiaries” (in either plural or singular form) shall mean any corporation or other entity (including the Company) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent, directly or indirectly through one or more Subsidiaries.
Appears in 1 contract
Sources: Employment Agreement (Infor, Inc.)
Position and Duties. (1a) Executive shall initially serve as the Chief Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Financial Officer (or of such other position as is held by Executive as determined by the Board from time to time), subject to the power and authority of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s positions as the Board (and/or such other person or persons as the Board may designate) may from time to time direct.
(b) During the Employment Period, the Executive shall serve as President and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his best efforts and his full working business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries and to use his best efforts to Subsidiaries. Executive shall perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with responsibilities and functions to the Company or and its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability Subsidiaries hereunder to the furtherance best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s businessand its Subsidiaries’ policies and procedures in all material respects. FurtherSo long as Executive is employed by the Company, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectlyshall not, without the prior written approval consent of the Board. However, it accept other employment or perform other services for compensation.
(c) It is understood that Executive shall not be a violation undertake such business travel as reasonably required by the Company to perform his duties and responsibilities.
(d) For purposes of this Agreement for Agreement, “Subsidiaries” shall mean any corporation or other entity of which the Executive securities or other ownership interests having the voting power to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval elect a majority of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards board of directors and advisory committeesor other governing body are, as long as at the activities set forth in time of determination, owned by Parent, directly or through one of more Subsidiaries (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to including, without limitation, the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business.
Appears in 1 contract
Position and Duties. (1i) During the Employment Period, the Executive shall serve as President and a Co-Chief Executive Officer and as a Director of the Company andCompany, in so doing, shall have the normal responsibilities, dutieswith such duties and responsibilities as are commensurate with such position, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control of the Board. The Executive shall report to the Board. The Company Executive shall propose that the Executive initially be appointed or elected to the Board and shall initially serve as Chairman of Primerica Distribution. During the Employment Period, subject to applicable law and regulation, the Executive shall continue to be nominated to serve on or as soon as practicable after the Effective Date andBoard. If, during the Employment Period, D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ceases to be employed by the Company shall propose as Co-Chief Executive Officer, the Executive for re-election to the Board at such times shall serve as shall be necessary for sole Chief Executive to remain as a member Officer of the Board throughout the Employment Period.
(2) Company. During the Employment Period, the Executive agrees to devote his full working time Company’s employees shall report solely to the business Co-Chief Executive Officers or their designee(s), provided that the Board in good faith may require risk, audit, governance and affairs of other compliance personnel to report jointly to the Company and its subsidiaries Board and to use his best efforts the Co-Chief Executive Officers solely as to perform faithfullymatters relating to risk, effectivelyaudit, governance and efficiently his dutiescompliance.
(3ii) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the The Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, that during the Employment Period, he shall devote all of his business time and efforts to serving as the Company’s Co-Chief Executive agrees not Officer and to engage serving in any such other business or professionoffices and positions, directly or indirectlycommensurate with his position, without that he may hold at the prior written approval Company and its affiliates, and shall perform his duties subject to the lawful directions of the Board. HoweverDuring the Employment Period, it shall not be a violation of this Agreement for the Executive Executive, subject to the requirements of Section 7, to (i) manage personal investments; and (iiA) serve on industry trade, civic, civic or charitable boards or committees orand, subject to as approved by the prior approval of the Board (which approval shall not be unreasonably withheld)Board, on for-profit corporate boards of directors and advisory or committees, as (B) deliver lectures or fulfill speaking engagements and (C) manage personal investments, so long as the such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company and its affiliates or violate the Company. The Board shall be deemed to have approved the Executive’s current position as President conflict of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessinterest policies.
Appears in 1 contract
Position and Duties. (1) During the Employment PeriodTerm, the Executive shall serve be employed by the Company as President and its Chief Executive Officer, reporting to the Parent Board. In Executive’s capacity as Chief Executive Officer and as a Director of the Company andCompany, in so doing, Executive shall have the normal responsibilities, duties, authority and authority associated with responsibility customary for such position and such additional customary responsibilities, duties, other duties as shall be specified and authority as may be assigned designated from time to time by in accordance with the Board of Directors directives of the Parent Board and the Company Board. During the Term, Executive shall render to Parent and its subsidiaries administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Parent Board may from time to time direct. Executive shall devote substantially all of Executive’s business time (excluding any periods of disability, vacation, or sick leave to which Executive is entitled) and effort to the “Board”)performance of the duties assigned to Executive hereunder. Executive shall perform the duties assigned to Executive hereunder faithfully, diligently and to the best of Executive’s abilities and subject to the general directionsuch laws, approvalrules, regulations and control policies from time to time applicable to senior executive employees of the BoardCompany. The On or promptly following the start of the Term, Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to a member of the Parent Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive and subsequently renominated for re-election to the Parent Board at such times as shall be necessary for Executive to remain each annual meeting of Parent’s shareholders until any termination of this Agreement. With effect from his appointment as a member of the Board throughout the Employment Period.
(2) During the Employment PeriodParent Board, Executive shall at all times abide by any statutory, fiduciary or common law duty owed to Parent or any of its subsidiaries. Executive shall not be entitled to any fees in respect of his appointment to, or service on, the Parent Board. Executive agrees to devote his full working time refrain from engaging in any activity that does or would reasonably be expected to conflict with the business and affairs best interests of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, Parent without the prior written approval consent of the Parent Board. However; provided, it shall not be a violation of this Agreement for the however, that Executive to may (i) manage personal investments; and (ii) serve on industry tradecorporate, civic, civic or charitable boards or committees or, subject to with the prior approval of the Parent Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) deliver lectures, fulfill speaking engagements and manage personal investments that do not give rise to a conflict of interest through Executive’s investment in direct competitors of the Company, in each case, provided that such activities do not individually or in the aggregate materially interfere with the performance of the Executive’s his duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessunder this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Sensata Technologies Holding PLC)
Position and Duties. (1a) During The Company shall employ the Employment PeriodExecutive, and the Executive shall serve serve, as President and the Chief Executive Officer and as a Director of the Company andand its subsidiaries. The Executive shall be responsible for overseeing and managing the Business, in so doingincluding complete authority for the management of the day-to-day business, operations and strategy of the Company and its subsidiaries, subject to the ultimate authority of the Board of Directors of the Company. The Executive shall have such additional responsibilities or duties with respect to the normal responsibilities, dutiesCompany and its subsidiaries, and authority associated with such position and such additional customary responsibilitiestheir respective operations, duties, and authority as may be determined and assigned from time to time the Executive by the Board of Directors of the Company (the “Board”)Company, subject which responsibilities and duties shall generally be of a nature which may be assigned to the general direction, approval, and control most senior executive of the BoardCompany. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected directly to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of Directors of the Board throughout the Employment PeriodCompany.
(2b) During the Employment PeriodTerm, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries Board of Directors shall cause the Executive to be nominated to be elected as a director to the Company's Board of Directors and to use his best efforts to perform faithfully, effectively, and efficiently his dutiesthe Executive shall serve at all times during the Employment Term as the Chairman of the Board of Directors.
(3c) During The Company acknowledges that the Employment PeriodExecutive has substantial and significant other business commitments, spends a substantial and significant portion of his business hours on other business activities, and serves as an officer and director of other entities and business enterprises that require the Executive to devote substantially all of his business time to such activities and enterprises. Accordingly, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees be required to devote the Executive’s full productive time, attention, energy, and ability any particular specific amount of time or energy to the furtherance business of the Company’s business. FurtherSubject to the foregoing, the Executive shall perform his duties and obligations hereunder, including but not limited to assisting the Company in achieving its goals and business plans as determined by the Board of Directors from time to time, diligently, faithfully and competently, and with the Executive's application of his abilities, skills, and judgment and in accordance with ethical and professional standards. The Executive's principal responsibility shall be setting strategy for the Company.
(d) Nothing in this Agreement shall prohibit the Executive from serving as an officer or director of any entity or business enterprise, or otherwise participating in educational, ____ welfare, social, religious and civic organizations; provided, however, that during the Employment PeriodTerm, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be serve as a violation director or officer of any entity or business enterprise which engages in a business that competes directly with the Business.
(e) Nothing in this Agreement for shall prohibit the Executive from making any investments in the securities of any entity or business enterprise; provided, however, that during the Employment Term, the Executive shall not make any investments (other than "passive investments" as defined below) in the securities of any entity or business enterprise which engages in a business that competes directly with the Business. An investment shall be considered a "passive investment" to the extent that such securities (i) manage personal investments; are actively traded on a United States national securities exchange, on the NASDAQ National Market System or Small Cap Market System, on the OTC Bulletin Board, or on any foreign securities exchange, and (ii) serve represent, at the time such investment is made, less than five percent (5%) of the aggregate voting power of such entity or business enterprise.
(f) The Executive shall perform his duties from his current offices located in Los Angeles, California. The Executive shall permit the Company to utilize his Los Angeles, California offices, on industry trade, civic, or charitable boards or committees or, subject terms and conditions acceptable to the prior approval Executive, in his discretion.
(g) The Executive shall assist the Company in obtaining the Financing by introducing the Company to potential financing sources. The other senior executives of the Board (which approval shall Company will also be actively involved in obtaining the Financing, including, but not limited to, preparing offering materials and private placement memoranda, and performing "roadshow" presentations as may be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as appropriate to accomplish the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessFinancing.
Appears in 1 contract
Sources: Employment Agreement (Lexington Barron Technologies Inc)
Position and Duties. (1) During the Employment Period, the Executive shall serve as President and Chief Executive Officer and as a Director Chairman of the Company and, in so doing, and shall have the normal such responsibilities, duties, powers and authority associated with such position and such additional customary responsibilities, duties, and authority duties as may be assigned from time to time be prescribed by the Board of Directors of the Company (Company; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required by the “Board”), subject to the general direction, approval, and control conduct of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member business of the Board throughout the Employment Period.
(2) Company. During the Employment Period, the Executive shall also serve as the Chief Executive of the Global Mortgage Group and shall have such responsibilities, powers and duties as may from time to time be prescribed by the President and Chief Executive Officer of Arch Capital Group Ltd.; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required by the conduct of the business of the Company and its Affiliates. The Executive understands and agrees that in these positions, he will have access to and become familiar with confidential and trade secret information belonging to the Company and its Affiliates, the Company’s manner of doing business, the manner in which Affiliates do business, future plans of the Company and its Affiliates, and confidential information relating to customers, employees, and business relations of the Company and its Affiliates. The Executive acknowledges that such information has been and will be established at great expense to the Company and its Affiliates and that the Company has a legitimate business interest in protecting such information from disclosure to competitors or otherwise. During the Employment Period, the Executive shall devote substantially all of his full working time and efforts to the business and affairs of the Company and its subsidiaries and Affiliates. The Executive shall not directly or indirectly render any services of a business, commercial or professional nature to use his best efforts any other person or for-profit organization not related to perform faithfullythe business of the Company or its Affiliates, effectivelywhether for compensation or otherwise, and efficiently his duties.
(3) without prior written consent of the Company. During the Employment Period, the Executive shall not engage in any activities in competition will comply with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval Code of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committeesBusiness Conduct, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities effect for time to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesstime.
Appears in 1 contract
Position and Duties. (1a) During the Employment PeriodTerm, the Executive shall serve as President and Chief Executive Officer and as a Director of the Company andCompany. In this capacity, in so doing, the Executive shall have the normal responsibilities, duties, authorities and authority associated responsibilities commensurate with such position the duties, authorities and responsibilities of persons serving in a similar capacity in similarly sized companies, and such additional customary responsibilities, other duties, authorities and authority responsibilities as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject ) shall designate from time to time that are not inconsistent with the general direction, approval, and control of the BoardExecutive’s position. The Executive shall report directly to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2b) During The Executive shall devote substantially all of the Employment Period, the Executive agrees to devote his full working Executive’s business time to the performance of the Executive’s duties hereunder and the advancement of the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, Company; provided that the Executive shall not engage in any activities in competition be entitled to: (i) with the Company prior written consent of the Board, serve as a member of the board of directors (or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote equivalent governing body) of a reasonable number of other non-competitive companies (it being understood and agreed that the Executive’s full productive timeservice on the board of directors of Frontier Group Holdings, attention, energy, and ability to Inc. has been approved by the furtherance Board as of the Company’s business. FurtherEffective Date), during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, charitable, educational, religious, public interest or charitable boards or committees orpublic service boards, subject and (iii) manage the Executive’s personal and family investments, in each case, to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the extent such activities set forth in (i) – (ii) do not materially interfere interfere, individually or in the aggregate, with the performance of the Executive’s duties and responsibilities to hereunder or create a potential business or fiduciary conflict.
(c) The Executive’s principal place of employment will be at the Company. ’s headquarters in Norwalk, Connecticut; provided that the Executive may be required to travel from time to time as reasonably necessary for business purposes.
(d) The Board shall take such action as may be deemed necessary to have approved appoint or elect the Executive’s Executive as a member of the Board as of the Effective Date. Thereafter, during the Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the then current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive term; provided that the foregoing shall not be allowed required to the incidental use of communications equipment, computers and other office services for activities other than for Company businessextent prohibited by legal or regulatory requirements.
Appears in 1 contract
Sources: Employment Agreement (Frontier Communications Corp)
Position and Duties. (1a) During The Executive shall serve as the Employment Period[Executive Chairman/President] and will report to the Company's Board of Directors (the "Board") during the Term and any Renewal Term (as hereinafter defined).
(b) The Company agrees to propose to the shareholders of the Company at each appropriate meeting of such shareholders during the Term and any Renewal Term, the election and/or reelection of the Executive as a member of the Board. Provided the Executive is elected by the shareholders to the Board, the Board of Directors may elect the Executive as Chairman of the Board ("Chairman"). So long as the Executive is an employee of the Company, the Executive shall not receive additional compensation for service as a Director or as Chairman. In addition, without further compensation, the Executive shall serve as President and Chief Executive Officer and as a Director director and/or officer of one or more of the Company and, in Company's subsidiaries or affiliates if so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned elected or appointed from time to time by the Board of Directors of the Company time.
(the “Board”), subject to the general direction, approval, and control of the Board. c) The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to have active and general supervision and management over the business and affairs of the Company and its subsidiaries shall have full power and authority to act for all purposes for and in the name of the Company in all matters except where action of the Board is required by law, the Company's Bylaws or resolutions of the Board, and shall have such other duties and responsibilities as the Board shall designate that are consistent with Executive's position. For purposes of the applicability of the Company compensation plans to the Executive, Executive shall be considered an "employee." The Executive shall use his best efforts to perform faithfully, effectively, faithfully and efficiently perform the duties and responsibilities assigned to him hereunder and shall devote substantially all of his duties.
(3) During business time to the Employment Periodperformance of his duties with the Company; provided, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive entitled to (i) manage personal investments; and serve as a member of the board of directors of unaffiliated companies, (ii) serve on industry trade, civic, charitable, educational, religious, public interest or charitable boards or committees orpublic service boards, subject to (iii) manage the prior approval of the Board Executive's personal and family investments, and (which approval shall not be unreasonably withheld)iv) engage in and/or have an ownership interest in other noncompeting businesses, on for-profit corporate boards of directors and advisory committees, as in all events so long as the such activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s 's duties and responsibilities to the CompanyCompany or create an actual or potential conflict of interest or the appearance thereof. In addition, the Executive has disclosed to the Company his involvement in entities and investments other than the Company (collectively, the "Outside Activities"). The Company shall permit the Executive to continue to engage in the Outside Activities provided that the Executive agrees to disclose to the Board shall be deemed to have approved any actual or potential conflict of interest arising out of any such Outside Activity and the Board, in its good faith judgment, determines that such Outside Activity does not conflict with the Executive’s current position as President 's fiduciary duties to the Company or creates any appearance of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesssuch a conflict.
Appears in 1 contract
Position and Duties. (1a) During the Employment PeriodTerm, Executive shall serve as the Senior Vice President and Chief Operating Officer of the Company and Chief Operating Officer of ProElite when the Company has either taken control of operations of ProElite or completed the contemplated purchase of ProElite, whichever comes first, and shall report to the Chief Executive Officer of the Company or Board of Directors. As set forth in Exhibit “B” and subject to the direction and control of the Board of Directors of the Company (as defined Board of Directors of the Company and Board of Directors), Executive's duties shall include implementation of the business policies and direction of the Company, employment decisions, financial decisions and management and oversight of the day-to-operations of the Company. In addition, Executive shall perform such other duties requested by or pursuant to the lawful direction and control of the Board of Directors of the Company (or a committee thereof) including such services and duties normally commensurate with the position of Chief Operating Officer. The Executive acknowledges and agrees that he owes a fiduciary duty of loyalty to the Company to discharge his duties and otherwise act in a manner consistent with the best interests of the Company.
(b) During the Employment Term, the Executive shall serve as President devote his reasonable efforts and Chief Executive Officer all of his working time, attention and as a Director energies to the performance of his duties and responsibilities under this Agreement (except for vacations to which he is entitled pursuant to the terms of this Agreement, illness or incapacity or activities which do not, in the sole judgment of the Company andBoard of Directors (or a committee thereof), interfere or conflict with his duties and responsibilities in any material respect). During the Employment Term, Executive shall not engage in any business activity which, in so doingthe judgment of the Board of Directors (excluding the Executive if he should be a member of the Board of Directors at the time of such determination), shall have conflicts with the normal responsibilitiesduties of Executive hereunder, dutieswhether or not such activity is pursued for gain, and authority associated with such position and such additional customary responsibilitiesprofit or other pecuniary advantage. Any material outside business activities of Executive, dutiesincluding, and authority as may without limitation, serving on the board of directors of any other entity, must be assigned from time to time approved by the Board of Directors of the Company (the “Board”), subject to the general direction, approval, and control excluding any vote of the BoardExecutive) in advance. The Company and Executive shall report to acknowledge that Executive currently advises the Board. The Company shall propose Outdoor Channel on their international strategy and both parties agree that part time advisory role through his company Multi Channels Asia is permitted for the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during duration of the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time to the business and affairs Term of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth this does not hinder Executives ability to fulfill his Executive duties in (i) – (ii) do not materially interfere any manner. Executive agrees that at any time afore mentioned advisory role conflicts with the performance of the Executive’s duties and responsibilities ability to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEIperform his duties, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesswill terminate such role within a reasonable timely manner.
Appears in 1 contract
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President Senior Vice President, General Counsel and Chief Executive Officer and as a Director Secretary of the Company andCompany, in so doing, and shall have the normal duties, responsibilities, duties, functions and authority associated with of such position and such additional customary responsibilities, duties, and authority positions as may be assigned from time to time by the Board CEO, the President and Chief Operating Officer, or the Board. Executive hereby accepts such continued employment and agrees to devote Executive’s full employment energies, interest, abilities and time to the performance of Directors Executive’s duties to the Company or any of its Affiliates as assigned by the Company. Executive shall promptly and faithfully comply with all the rules and regulations of applicable governmental regulatory agencies and with the reasonable instructions, directions, requests, rules and regulations of the Company in connection with the performance of Executive’s duties.
(the “Board”), subject to the general direction, approval, and control of the Board. The b) Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date andagrees that, during the Employment Period, Executive’s services shall be exclusive to the Company shall propose the and therefore Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Periodwill not engage in any other employment, the Executive agrees to devote his full working time occupation, consulting or other business activity directly related to the business and affairs of in which the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company Affiliates are involved or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, become involved during the Employment Period, the nor will Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject activities that conflict with Executive’s obligations to the prior approval Company and its Affiliates. Executive agrees to the Conflict of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities Interest Guidelines set forth in (i) – (ii) do on Exhibit B to this Agreement. Notwithstanding the foregoing, Executive may perform such other work, whether for consideration or as a volunteer, only if and to the extent that such other work does not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall not make any investment of money or time in any business that is or may be allowed competitive or which is being formed or organized to be competitive with or similar to or adverse to any of the incidental use Company’s or any of communications equipmentits Affiliates’ businesses, computers and services, or product(s), whether such business is conducted by a proprietorship, partnership, corporation or other office services for activities other entity or venture. However, nothing herein shall prohibit Executive from being a passive owner of not more than for Company business4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
Appears in 1 contract
Position and Duties. A. The Executive shall be employed as the Chief Operating Officer of GeneDx, and the Executive hereby accepts such employment, effective as of the later of the Effective Date and the date the Executive’s employment commences. It is anticipated that the Executive’s employment shall commence on or before January 1, 2025, or as otherwise mutually determined by the Executive and the Employer (1the “Start Date”). The Executive shall be subject to the direction of and shall report directly to the Chief Executive Officer of GeneDx (the “CEO”) During or another officer of GeneDx (the Employment PeriodCEO or such other officer, the “Direct Report”), as determined by the Board of Directors of GeneDx (the “Board”) or the CEO. Subject to such reporting relationship, the Executive shall serve perform the duties as President and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned determined from time to time by the Board of Directors of or the Company CEO, including without limitation those listed on Exhibit A hereto (the “BoardDuties”), subject to the general direction, approval, and control of the Board. The Executive shall report perform his Duties with fidelity and to the Boardbest his ability. The Company Executive shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board deal at such all times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Periodin good faith with GeneDx.
(2) B. During the Employment Period, the Executive agrees to devote his full working time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
Term (3) During the Employment Periodas defined below), the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote one hundred percent (100%) of the Executive’s full productive time, attention, energybusiness time to the performance of his Duties; provided that the Executive shall be permitted to (i) devote attention during non-business hours to voluntary service or as a board member or an advisor with non-competitive not-for-profit charitable organizations, and ability to (ii) with the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be serve as a violation of this Agreement board member or as an advisor for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committeesentities, as in each case so long as the activities set forth in (i) – (ii) such services do not create a conflict of interest with respect to Executive’s obligations to GeneDx and do not materially interfere with the Executive’s performance of his Duties.
C. The Executive’s services shall be performed remotely, subject to regular travel to GeneDx’s business locations, as well as other travel from time to time as reasonably required in connection with the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessDuties.
Appears in 1 contract
Position and Duties. (1) During the Employment PeriodTerm, the Executive shall serve as hold the position of President of Dredging Operations, and shall report to the Company’s Chief Executive Officer Officer. Executive shall perform such duties and responsibilities as are consistent with a Director of the Company and, in so doing, shall have the normal responsibilities, duties, senior employee and authority associated with such position and such additional customary responsibilities, duties, and authority those duties as may be assigned to Executive by the Chief Executive Officer from time to time by time. For the Board avoidance of Directors doubt, Executive’s duties and responsibilities may be changed per instruction of the Company (the “Board”)Chief Executive Officer, subject so long as such duties and responsibilities are generally consistent with those assigned to the general direction, approval, and control a Division President of the Boarda company or division of comparable size in a comparable industry. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date anddevote Executive’s full business time, during the Employment Periodattention, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working time skill and energy to the business and affairs of the Company Company, and its subsidiaries and to shall use his Executive’s reasonable best efforts to perform faithfullysuch responsibilities in a diligent, effectivelyloyal, and efficiently his duties.
(3) During businesslike manner so as to advance the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance best interests of the Company. Executive shall act in conformity with Company’s business. Furtherwritten and oral policies and within the limits, during budgets and business plans set by the Employment PeriodCompany, and shall adhere to all rules and regulations in effect from time to time relating to the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval conduct of executives of the BoardCompany. HoweverExecutive’s office will be at the principal executive offices of the Company and Executive will be expected to conduct his activities from such office other than when traveling on behalf of the Company. Notwithstanding the foregoing, it Executive shall not be permitted to devote a violation reasonable amount of this Agreement for the Executive time and effort to (i) manage civic and charitable organizations and managing personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject but only to the prior approval of the Board (which approval shall not be unreasonably withheld)extent that such activities, on for-profit corporate boards of directors and advisory committeesindividually or as a whole, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance execution of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s current position as President hereunder, or otherwise violate any provision of OEI, Inc. and Oh Family Investments, LLC (his family investment companies)this Agreement. Executive shall be allowed not become involved in the incidental use management of communications equipmentany corporation, computers and partnership or other office services for activities other than for Company businessentity, including serving on the board of directors of any publicly traded company, without the written consent of the Corporation’s Board of Directors (the “Board”).
Appears in 1 contract
Sources: Employment Agreement (Great Lakes Dredge & Dock CORP)
Position and Duties. (1a) During The Employee shall, during the Employment PeriodPeriod hereunder, the Executive shall serve as President and Chief Executive Principal Financial Officer and as a Director of (“PFO”) for the Company andand shall perform the executive, in so doingadministrative, shall have the normal responsibilities, and accounting duties, functions and authority associated privileges incumbent with such the position of PFO and such additional customary responsibilities, duties, and authority other duties as may be assigned from time to time reasonably determined by the CEO or the Board of Directors of the Company (the “Board”)) from time to time. While the duties may be changed, subject to with or without notice, the general directionPFO’s duties may include preparation of SEC continuous disclosures and regulatory filings; bookkeeping and day-to-day accounting, approvalb▇▇▇ payments and maintenance of accounts payable, preparation of quarterly working papers and financial statements, serving as a liaison with auditors and legal counsel, overseeing and implementing corporate governance procedures and protocols, preparation of the corporate tax returns and filings, preparation of POSAM and registration statements, assist with the establishment, implementation and maintenance of disclosure controls and procedures, and control of the Board. budgeting.
(b) The Executive shall Employee will report to the BoardCEO of the Company or his designee. The Company shall propose that Employee’s authority is subject to approval by the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, CEO of the Company shall propose and/or the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodBoard.
(2c) During the Employment Period, the Executive The Employee agrees to serve the Company faithfully, conscientiously and to the best of her ability, and to devote his full working all of her business time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully(and, effectivelyif requested by the CEO and/or the Board, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company subsidiary or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance affiliate of the Company’s business. Further) so as to promote the profit, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval benefit and advantage of the Board. HoweverCompany and, it shall not be a violation if applicable, any subsidiaries or affiliates of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board Employee shall fulfill her duties of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act which would injure the business, interests or reputation of the Company. The Employee’s employment is subject to compliance with all the Company’s policies, including the Business Code of Conduct & Ethics Policy, all as may be deemed amended from time to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesstime.
Appears in 1 contract
Position and Duties. (1) During the Employment PeriodTerm, the Executive shall serve as President and the Chief Executive Officer of the Company and as a Director member of the Company and, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”) and shall have such powers and duties as may from time to time be prescribed by the Board; provided that such duties are consistent with the Executive’s position or other positions that the Executive may hold from time to time. For the period beginning on the Effective Date and ending on such date as the Board appoints a successor Chief Financial Officer of the Company, or the successor’s actual start date, if later (the “Interim Period”), subject to the general direction, approvalExecutive shall serve as the Interim Chief Financial Officer of the Company, and control shall have such powers and duties as may from time to time be prescribed by the Board. For the avoidance of doubt, the Executive shall not be entitled to Good Reason termination pursuant to Section 3(e) of this Agreement upon the expiration of the BoardInterim Period. The Executive shall report to devote the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his Executive’s full working time and efforts to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During Company. Notwithstanding the Employment Periodforegoing, the Executive shall not engage in any activities in competition may serve on other boards of directors, with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or engage in religious, charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, other community activities as long as such services and activities are disclosed to the activities set forth in (i) – (ii) Board and do not materially interfere with the Executive’s performance of the Executive’s duties and responsibilities or obligations to the CompanyCompany (whether under this Agreement, the Restrictive Covenant, any other agreement, applicable law or otherwise), as determined by the Board in its sole discretion. The Board To the extent applicable, the Executive shall be deemed to have approved resigned from all officer and board members positions that the Executive holds with the Company or any or its respective subsidiaries and affiliates upon the termination of the Executive’s current position as President of OEI, Inc. employment for any reason and Oh Family Investments, LLC (his family investment companies)by whichever party. The Executive shall execute any documents in reasonable form as may be allowed requested by the incidental use of communications equipment, computers and other office services for activities other than for Company businessto confirm or effectuate any such resignations.
Appears in 1 contract
Position and Duties. (1) During the Employment Period, the Executive will serve in the position set forth on Schedule A to this Agreement and will render such managerial, analytical, administrative, financial and other executive services to, and shall serve as President and Chief Executive Officer and as a Director of have such responsibilities on behalf of, the Company andand its Subsidiaries, in so doing, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned are from time to time by necessary in connection with the management and affairs of the Company and its Subsidiaries and are consistent with his position, in each case subject to the authority of the Board of Directors of the Company (the “"Board”)") to define and limit such executive services. The Executive's primary responsibilities shall include, subject to the general directionwithout limitation, approval, and control of the Boardthose set forth on Schedule A attached hereto. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member will devote substantially all of the Board throughout the Employment Period.
(2) During the Employment Period, the Executive agrees to devote his full working business time and attention to the business and affairs of the Company and its subsidiaries Subsidiaries, provided that the Executive will be permitted to (i) serve as a member of the board of directors or advisory board of charitable organizations and/or, subject to Section 6, perform services for other business organizations with which the Executive has or may become associated, (ii) engage in charitable activities and to use his best efforts to perform faithfully, effectivelycommunity affairs, and efficiently (iii) manage his duties.
personal investments and affairs, except that the Executive will limit the time devoted to the activities described in clauses (i), (ii), and (iii) so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder; provided, however, that, during the first three (3) months of the Employment Period (the "Initial Employment Period"), the Executive shall be obligated to perform his duties hereunder for only four out of five business days per week. The Executive will perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. The Executive will report to the person set forth on Schedule A. During the Employment Period, the Executive Executive's primary work location shall not engage be from his home office in any activities in competition with the Company or its subsidiaries or participate in any businessGlencoe, either as an employeeIllinois; provided, officerhowever, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead that the Executive agrees shall, from time to devote the Executive’s full productive time, attentionas requested by the CEO, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities travel to the Company. The Board shall be deemed to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company business's principal offices.
Appears in 1 contract
Sources: Executive Employment Agreement (BioRestorative Therapies, Inc.)
Position and Duties. (1a) During the Employment Period, the Executive shall serve initially as President and the Chief Executive Officer and as a Director of the Company and, in so doing, and shall have the normal responsibilities, duties, responsibilities and authority associated of the Chief Executive Officer, or such other duties and responsibilities reasonably consistent therewith with such position and such additional customary responsibilitiesthe Company or any subsidiary, dutiesparent, and authority affiliate or division of the Company ("AFFILIATES") as may be assigned from time to time by the Board of Directors ("BOARD") of the Company (the “Board”)may request from time to time, subject to the general direction, approval, and control power of the Board. Board and the powers delegated to the Executive's superiors (if any) by the Board or the executive officers of Parent.
(b) The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member Chairman of the Board throughout the Employment Period.
(2) During the Employment Periodof Parent, and the Executive agrees to shall devote his full working time best efforts and substantially all of his business time, attention and energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries Affiliates. The Executive shall perform his duties and responsibilities to use the best of his best efforts to perform faithfullyabilities in a diligent, effectivelytrustworthy, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition businesslike manner. Except with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall Executive during the Employment Period will not be a violation of this Agreement for the Executive to (i) manage personal investments; and accept any other employment with a third party, (ii) serve on industry tradethe board of directors or similar body of any other business entity or (iii) engage, civicdirectly or indirectly, in any other business activity (whether or charitable boards or committees or, subject to not pursued for pecuniary advantage) that in the prior approval reasonable determination of the Board (which approval shall not is or may be unreasonably withheld)competitive with, on for-profit corporate boards of directors and advisory committeesor that might place him in a competing position to or otherwise conflict with, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance that of the Company or any of its Affiliates.
(c) Nothing contained herein shall limit the authority of the Board or executive officers of Parent to elect one or more officers of the Company with authority senior to that of Executive with respect to Executive’s 's duties and responsibilities to the Company. The Board hereunder.
(d) For purposes of this Agreement, "PERSON" shall be deemed to have approved the Executive’s current position as President of OEIconstrued broadly and shall include, Inc. without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessa governmental entity or any department or agency thereof.
Appears in 1 contract
Position and Duties. (1a) During the Employment PeriodPeriod (as defined in Section 4 below), the Executive shall serve as President and Chief Executive Officer and as a Director the Chairman of the Company and, in so doing, shall have the normal responsibilities, dutiesCompany. Executive will report to, and authority associated with such position and such additional customary responsibilities, duties, be subject to the overall direction and authority as may be assigned from time to time by of, the Board of Directors of Parent (the “Board”). Executive’s duties shall include (in each case as may be requested by the CEO or the Board from time to time) (i) attending and presenting at conferences and other events on behalf of the Company, (ii) product-related support, including attending conferences and other events to assess market developments and provide feedback to the Board, (iii) meeting with and supporting customers and potential customers, and (iv) providing customary Board input and advisory support to the Chief Executive Officer of the Company (the “BoardCEO”) and other members of the Board (including assisting with general marketing, strategy and review of potential acquisition targets). So long as Executive is the Company’s Chairman, subject to applicable law and the general directionrules of any stock exchange on which Parent’s or any of its Subsidiaries’ stock may be traded, approval, and control of the Board. The Company will ensure that Executive shall report to the Board. The Company shall propose that the Executive be is appointed or elected to the Board on or as soon as practicable after the Effective Date andof Directors of Infor, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment Period.Inc.
(2b) During the Employment PeriodSubject to Section 9, the Executive agrees to will devote his full working Executive’s best efforts and such time and attention to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition commensurate with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance of assigned duties for the Company’s business. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the will perform Executive’s duties and responsibilities to the Company. The Board shall be deemed Company to have approved the best of Executive’s current position abilities in a diligent, trustworthy, businesslike and efficient manner.
(c) In performing Executive’s duties hereunder, Executive agrees to travel as President needed to other location(s) (including the Company’s offices in New York, New York and Alpharetta, Georgia) as may be mutually agreed between the Company and Executive.
(d) For purposes of OEIthis Agreement, Inc. and Oh Family Investments“Subsidiaries” (in either plural or singular form) shall mean any corporation or other entity (including the Company) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, LLC (his family investment companies). Executive shall be allowed at the incidental use time of communications equipmentdetermination, computers and other office services for activities other than for Company businessowned by Parent, directly or indirectly through one or more Subsidiaries.
Appears in 1 contract
Sources: Employment Agreement (Infor, Inc.)
Position and Duties. (1) During From and after the Employment PeriodEffective Date, you will be employed as the Executive shall serve as President and Chief Executive Officer and as a Director of the Company and(the “Position”), in so doing, which shall have be an executive officer position with the normal responsibilities, dutiesCompany, and authority associated with such position in that role you will oversee and such additional customary responsibilitiesdirect, dutiessubject to the direction, supervision and authority as may be assigned from time to time by oversight of the Board of Directors of the Company (the “Board”) and the Chairman of the Board of the Company (the “Chairman”), subject to all of the general directionCompany’s operations and its subsidiaries, approvalaffiliates, and control entities in which the Company holds equity and other interests. You shall also serve in such additional capacities with subsidiaries and affiliates of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive agreed upon in writing between you and the Company from time to remain as a member of the Board throughout the Employment Period.
(2) time. During the Employment PeriodTerm, the Executive agrees to you shall devote his full working substantially all of your business time, and on a full-time basis, use your skills and render services to the business and affairs best of your abilities on behalf of the Company (and its subsidiaries and affiliates). You shall report directly to use his best efforts the Board or to perform faithfully, effectively, and efficiently his duties.
(3) During such other parties as reasonably designated by the Employment Period, the Executive shall not engage in any activities in competition Chairman from time to time commensurate with the Company or its subsidiaries or participate in any business, either Position. You shall be responsible for all duties as an employee, officer, director, shareholder, or contractor, in competition reasonably required by the Position as determined by the Board that are commensurate with the Company or its subsidiaries, but instead Position. You shall comply with all of the Executive agrees to devote the Executive’s full productive time, attention, energy, published policies and ability to the furtherance procedures of the Company’s business. FurtherNotwithstanding the foregoing, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without with the prior written approval consent of the Board. However, it Board (which consent shall not be unreasonably withheld or delayed), you shall be permitted to act or serve as a violation director, trustee, or committee member of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry tradeany type of business, civic, or charitable boards organization, provided that such activities do not, individually or committees orin the aggregate, subject to create a potential or actual conflict with the prior approval interests of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not Company or materially interfere with the performance of the Executive’s duties and responsibilities your service to the Company. The Board shall be deemed to have approved Company or duties hereunder (in each case, as determined by the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companiesBoard). Executive shall be allowed You will work at the incidental use Company’s headquarters -- currently located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -- or such other location designated by the Company, on a regular basis, and you will travel for purposes of communications equipment, computers and other office services for activities other than for Company business, in accordance with the Company’s needs and as otherwise determined by the Board.
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Position and Duties. (1a) During The Employee shall, during the Employment PeriodPeriod hereunder, the Executive shall serve as President and Chief Executive Principal Financial Officer and as a Director of (“PFO”) for the Company andand shall perform the executive, in so doingadministrative, shall have the normal responsibilities, and accounting duties, functions and authority associated privileges incumbent with such the position of PFO and such additional customary responsibilities, duties, and authority other duties as may be assigned from time to time reasonably determined by the CEO or the Board of Directors of the Company (the “Board”)) from time to time. While the duties may be changed, subject to with or without notice, the general directionPFO’s duties may include preparation of SEC continuous disclosures and regulatory filings; bookkeeping and day-to-day accounting, approval▇▇▇▇ payments and maintenance of accounts payable, preparation of quarterly working papers and financial statements, serving as a liaison with auditors and legal counsel, overseeing and implementing corporate governance procedures and protocols, preparation of the corporate tax returns and filings, preparation of POSAM and registration statements, assist with the establishment, implementation and maintenance of disclosure controls and procedures, and control of the Board. budgeting.
(b) The Executive shall Employee will report to the BoardCEO of the Company or his designee. The Company shall propose that Employee’s authority is subject to approval by the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during the Employment Period, CEO of the Company shall propose and/or the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Employment PeriodBoard.
(2c) During the Employment Period, the Executive The Employee agrees to serve the Company faithfully, conscientiously and to the best of her ability, and to devote his full working all of her business time to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully(and, effectivelyif requested by the CEO and/or the Board, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company subsidiary or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability to the furtherance affiliate of the Company’s business. Further) so as to promote the profit, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval benefit and advantage of the Board. HoweverCompany and, it shall not be a violation if applicable, any subsidiaries or affiliates of this Agreement for the Executive to (i) manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as long as the activities set forth in (i) – (ii) do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board Employee shall fulfill her duties of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act which would injure the business, interests or reputation of the Company. The Employee’s employment is subject to compliance with all the Company’s policies, including the Business Code of Conduct & Ethics Policy, all as may be deemed amended from time to have approved the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businesstime.
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Sources: Employment Agreement
Position and Duties. (1a) During the Employment Period, the Executive shall serve as President and & Chief Executive Operating Officer and as a Director of the Company andand in such other position or positions with the Company and its subsidiaries, in so doingconsistent with his positions as Chief Operating Officer of the Company, shall have the normal responsibilities, duties, and authority associated with such position and such additional customary responsibilities, duties, and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”)) shall reasonably assign Executive from time to time. Specifically, subject those assignments will include Engineering, Product Management and Revenue Generation. Executive shall be a senior officer of the Company and report directly to the general direction, approval, Chief Executive Officer and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board on or as soon as practicable after the Effective Date and, during During the Employment Period, unless and until the Board exercises any authority reserved to it under the Company’s By-Laws, Executive shall have the duties, responsibilities and obligations customarily exercised by individuals serving as the chief operating officer in a company of the size and nature of the Company.
(b) Upon the Company’s obtaining an officer and director insurance policy including Executive as an insured party in his respective capacities, the Company also shall propose the nominate Executive for re-election to as a member of the Board at such times as Board, and Executive shall be necessary for Executive to remain serve as a member of the Board throughout the Employment Periodfor each period for which he is so elected.
(2c) During the Employment Period, Executive shall perform such services in a manner consistant with the duties of his position. Executive agrees to devote his full working time shall be subject to the business terms and affairs conditions of any applicable policy of the Company and its subsidiaries and to use his best efforts to perform faithfullyregarding service (including as a director) on behalf of any other organization, effectivelyprovided that, and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder, or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy, and ability subject to the furtherance provisions of the Company’s business. FurtherParagraph 10(a), during the Employment Period, the nothing herein shall preclude Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a violation of this Agreement for the Executive to from (i) manage personal investments; engaging in charitable activities and community affairs, and (ii) serve on industry trademanaging his personal investments and affairs, civic, or charitable boards or committees or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), on for-profit corporate boards of directors and advisory committees, as so long as the activities set forth listed in subclauses (i) – (iii)-(ii) do not materially interfere interfere, individually or in the aggregate, with the proper performance of the Executive’s his duties and responsibilities to as the Company. ’s President & Chief Operating Officer.
(d) The Board shall be deemed Company will endeavor to have approved obtain an officer and director insurance policy and such policy will include the Executive’s current position Executive as President of OEI, Inc. and Oh Family Investments, LLC (an insured party in his family investment companies). Executive shall be allowed the incidental use of communications equipment, computers and other office services for activities other than for Company businessrespective capacities.
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