Common use of Position and Services Clause in Contracts

Position and Services. (a) Employee will occupy the position of President and Chief Executive Officer of Employer. Employee will also be a member of the Employer's Board of Directors (the "Board of Directors"), subject to the terms of the Employer's Third Restated Certificate of Incorporation as amended from time to time. Any subsequent substantial diminution in the position, office or duties of Employee (other than any such diminution resulting from a Change in Control (as such term is defined in Section 12 hereof)) or material breach by the Employer of its obligations under this Agreement shall be deemed a termination of this Agreement other than "for cause" as defined in Section 9 hereof. Employee will report directly to the Board of Directors and shall have such duties and responsibilities as are set forth in the Employer's Amended and Restated By-Laws, as amended from time to time, which duties and responsibilities shall include, but not be limited to, overall management responsibility for the operations and administration of Employer as well as such other duties and responsibilities, consistent with Employee's position as President and Chief Executive Officer, as shall be defined by the Board of Directors. (b) Employee will be expected to be in the full-time employment of Employer, to devote substantially all of his business time and attention, and exert his best efforts, to the performance of his duties hereunder, and to serve Employer diligently and to the best of his ability. During the Employment Period, the Employee shall devote his full business time to the business and interests of the Employer; provided, that, except to the extent set forth in the Prior Agreements (as such term is defined in Section 8 hereof), nothing set forth herein shall prohibit the Employee from engaging in other activities to the extent that such activities do not impair the ability of the Employee to perform his duties and obligations under this Agreement.

Position and Services. (a) Employee will occupy the position of President Chairman of the Board of Directors of and Chief Executive Officer of Employer. Employee will also be a member of the Employer's Board of Directors (the "Board of Directors"), subject to the terms of the Employer's Third Restated Certificate of Incorporation as amended from time to time. In addition, Employee will occupy the position of President of RSA Capital. Any subsequent substantial diminution in the position, office or duties of Employee (other than any such diminution resulting from either a Reduced Employment Status (as such term is defined in Section 10 hereof) or a Change in Control (as such term is defined in Section 12 13 hereof)) or material breach by the Employer of its obligations under this Agreement shall be deemed a termination of this Agreement other than "for cause" as defined in Section 9 hereof. Employee will report directly to the Board of Directors and shall have such duties and responsibilities as are set forth in the Employer's Amended and Restated By-Laws, as amended from time to time, and, with respect to the Employee's position as President of RSA Capital, RSA Capital's By-laws, which duties and responsibilities shall include, but not be limited to, overall management responsibility for the operations and administration of Employer as well as : (i) performing such other duties and responsibilities, consistent with possessing such powers as are assigned to him by the Board of Directors in Employee's position as Chairman of the Board of Directors; (ii) having general charge and supervision of the business of RSA Capital in Employee's position as President of RSA Capital; and (iii) such other duties and Chief Executive Officer, responsibilities as shall be defined by the Board of Directors. (b) Except as otherwise provided in Section 10, Employee will be expected to be in the full-time employment of Employer, to devote substantially all of his business time and attention, and exert his best efforts, to the performance of his duties hereunder, and to serve Employer diligently and to the best of his ability. During Except as otherwise provided in Section 10, during the Employment Period, the Employee shall devote his full business time to the business and interests of the Employer; provided, that, except to the extent set forth in the Prior Agreements (as such term is defined in Section 8 hereof), nothing set forth herein shall prohibit the Employee from engaging in other activities to the extent that such activities do not impair the ability of the Employee to perform his duties and obligations under this Agreement.