Common use of Title and Job Description Clause in Contracts

Title and Job Description. The Employee shall be employed on a full-time basis, as Vice President and General Counsel and, in such capacity, shall be the chief legal officer of the Company and responsible for the operation of the legal department and any other responsibilities reasonably assigned by the Company from time to time. In such capacity and in the performance of his or her duties hereunder, the Employee shall as appropriate under the circumstances, report to the board of directors, the chief executive officer, the president, the chief financial officer and/or other select officers, on legal issues affecting the Company and the operation of the legal department. The Employee shall be located in EarthWeb’s New York offices currently located in New York City or within 40 miles of New York City. If, at any time during the first year of the term of the Employment Agreement, (i) Company terminates Employee’s employment without “cause”, or (ii) a “change of control” occurs and thereafter the Employee is terminated, or after a change in control, employee voluntarily terminates his employment with the company for “good reason.” Company shall pay Employee a lump sum equal to fifty percent (50%) of Employee’s annual base salary. If any such event occurs after the first anniversary of the Employment Agreement, Company shall pay Employee a lump sum equal to seventy-five (75%) of Employee’s annual base salary, For the purpose of this section, “cause” is defined as: embezzlement; misappropriation of funds; conviction of a felony or commission of any act which would rise to the level of a felony; commission of other acts of dishonesty, fraud or deceit; material breach of any provision of this Agreement; habitual or willful neglect of duties; breach of fiduciary duty to the Company involving personal profit; or significant violation of Company policy or other contractual, statutory or common law duties to the Company.