Duties and Responsibilities of Employee Clause Example with 15 Variations from Business Contracts
This page contains Duties and Responsibilities of Employee clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee's best efforts and full business time and attention to the businesses of the Parent and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the "Company Group") as may be requested by the Board from time to time. Employee's duties and responsibilities shall include those normally incidental to the position(s)... identified in Section 1, as well as such additional duties as may be assigned to Employee by the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a): (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee's ability to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, obligation, restriction, or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.View More
Variations of a "Duties and Responsibilities of Employee" Clause from Business Contracts
Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote all of Employee's best efforts and full business time and attention to the businesses business of the Parent Company and its direct and indirect Affiliates (as defined below) (collectively, the "Company Group", which term shall include, for the avoidance of doubt, any subsidiaries as may exist from time to time, including or other entities that become Affiliates of the Company (collectively, from and after the Parent date hereof)..., as applicable, (ii) will act in the best interests of the Company Group and its direct and indirect subsidiaries are referred to as the "Company Group") as may be requested by the Board from time to time. (iii) will perform with due care Employee's duties and responsibilities shall responsibilities. Employee's duties will include those normally incidental to the position(s) identified in Section 1, position of a Vice President of Human Resources, as well as such whatever additional duties as may be assigned to Employee by the Board from time to time, Chief Executive Officer or the board of directors of USA Compression GP, LLC (the "Board"), which duties and responsibilities may include include, without limitation, providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a): (i) as a passive investment, own publicly traded securities agrees to cooperate fully with the Board and not to engage in such form or manner as any activity that interferes with the performance of Employee's duties hereunder. During the Employment Period, Employee will not require hold any services by Employee in the operation type of the entities in which such securities are owned; (ii) outside employment, engage in charitable and civic activities; any type of consulting or (iii) with otherwise render services to or for any other person or business concern without the prior advance written consent of the Board; provided, that the foregoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the consent of the Board, engage in which consent is not to be unreasonably withheld, serving on the board of directors of other personal and passive investment activities, entities, in each case, so case as long as such ownership, interests activities, individually or activities in the aggregate, do not materially interfere or conflict with Employee's ability responsibilities to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member of the Company Group. Company. 1 (b) Employee hereby represents and warrants covenants that Employee is not the subject of, of or a party to, to any employment agreement, non-competition, non-solicitation, restrictive covenant or non-disclosure non-competition covenant, nondisclosure agreement, or any other agreement, obligation, restriction, covenant, understanding, or understanding restriction that would prohibit Employee from executing this Agreement or and fully performing each of Employee's duties and responsibilities hereunder, hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in owes the course Company Group a duty of performing services for any member loyalty as a fiduciary of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and the common law. View More
Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall, subject to the terms of this Section 2(a), devote Employee's best efforts and full business time and attention to the businesses of the Parent GMR and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent GMR and its direct and indirect subsidiaries subsidiaries, including the Company, are referred to as the "Company Group") as may be requested by the Board from time necess...ary to time. discharge Employee's duties and responsibilities hereunder. Employee's duties and responsibilities shall include those normally incidental that are usual and customary to the position(s) identified in Section 1, as well as such additional duties relating to such position(s) as may be reasonably assigned to Employee by the Board CEO from time to time, which duties and responsibilities may include providing services to other members of time. Notwithstanding the Company Group in addition to the Company. foregoing, Employee may, without violating and it shall not be considered a violation of this Section 2(a): Agreement for Employee to, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; securities; (ii) engage in charitable or serve such professional, charitable, trade association, community, educational, religious, civic or similar types of organizations and civic activities; activities, as Employee may select; (iii) serve on the boards of directors or (iii) with the prior written consent advisory committees of the Board, engage in other any entities; and (iv) attend to Employee's personal matters and/or Employee's and/or his family's personal finances, investments and passive investment activities, in each case, business affairs, so long as such ownership, interests service or activities described in clauses (i)-(iv) immediately preceding do not interfere with Employee's ability to fulfill performance of Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business Business (as defined herein) of any member of the Company Group. Group, and so long as such service or activities do not result in Employee's violation of the terms of Sections 9 or 10 below. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant covenant, non-disclosure or non-disclosure agreement, or any other agreement, obligation, restriction, or understanding similar agreement that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary Employee's duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes under the laws of the State of Delaware), and the obligations described in this Agreement hereunder are in addition to, and not in lieu of, the Employee's fiduciary duties and other legal obligations Employee owes to each member of the Company Group under statutory and common applicable law. View More
Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote all of Employee's best efforts and full business time and attention to the businesses business of the Parent Company and its direct and indirect Affiliates (as defined below) (collectively, the "Company Group", which term shall include, for the avoidance of doubt, any subsidiaries as may exist from time to time, including or other entities that become Affiliates of the Company (collectively, from and after the Parent date hereof)..., as applicable, (ii) will act in the best interests of the Company Group and its direct and indirect subsidiaries are referred to as the "Company Group") as may be requested by the Board from time to time. (iii) will perform with due care Employee's duties and responsibilities shall responsibilities. Employee's duties will include those normally incidental to the position(s) identified in Section 1, position of Chief Operating Officer, as well as such whatever additional duties as may be assigned to Employee by the Board from time to time, Chief Executive Officer or the board of directors of USA Compression GP, LLC (the "Board"), which duties and responsibilities may include include, without limitation, providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a): (i) as a passive investment, own publicly traded securities agrees to cooperate fully with the Board and not to engage in such form or manner as any activity that interferes with the performance of Employee's duties hereunder. During the Employment Period, Employee will not require hold any services by Employee in the operation type of the entities in which such securities are owned; (ii) outside employment, engage in charitable and civic activities; any type of consulting or (iii) with otherwise render services to or for any other person or business concern without the prior advance written consent of the Board; provided, that the foregoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not‐for‐profit entities or, with the consent of the Board, engage in which consent is not to be unreasonably withheld, serving on the board of directors of other personal and passive investment activities, entities, in each case, so case as long as such ownership, interests activities, individually or activities in the 1 aggregate, do not materially interfere or conflict with Employee's ability responsibilities to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member of the Company Group. Company. (b) Employee hereby represents and warrants covenants that Employee is not the subject of, of or a party to, to any employment agreement, non-competition, non-solicitation, restrictive covenant or non-disclosure non‐competition covenant, nondisclosure agreement, or any other agreement, obligation, restriction, covenant, understanding, or understanding restriction that would prohibit Employee from executing this Agreement or the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC, dated as of December 23, 2010 (as amended, the "Operating Agreement") and fully performing each of Employee's duties and responsibilities hereunder, hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. (c) Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in owes the course Company Group a duty of performing services for any member loyalty as a fiduciary of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and the common law. View More
Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall, subject to the terms of this Section 2(a), devote Employee's best efforts and full business time and attention to the businesses of the Parent GMR and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent GMR and its direct and indirect subsidiaries subsidiaries, including the Company, are referred to as the "Company Group") as may be requested by the Board from time necess...ary to time. discharge Employee's duties and responsibilities hereunder. Employee's duties and responsibilities shall include those normally incidental that are usual and customary to the position(s) identified in Section 1, as well as such additional duties relating to such position(s) as may be reasonably assigned to Employee by the Board from time to time, which duties and responsibilities may include providing services to other members of time. Notwithstanding the Company Group in addition to the Company. foregoing, Employee may, without violating and it shall not be considered a violation of this Section 2(a): Agreement for Employee to, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; securities; (ii) engage in charitable or serve such professional, charitable, trade association, community, educational, religious, civic or similar types of organizations and civic activities; activities, as Employee may select; (iii) serve on the boards of directors or (iii) with the prior written consent advisory committees of the Board, engage in other any entities; and (iv) attend to Employee's personal matters and/or Employee's and/or his family's personal finances, investments and passive investment activities, in each case, business affairs, so long as such ownership, interests service or activities described in clauses (i)-(iv) immediately preceding do not interfere with Employee's ability to fulfill performance of Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business Business (as defined herein) of any member of the Company Group. Group, and so long as such service or activities do not result in Employee's violation of the terms of Sections 9 or 10 below. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant covenant, non-disclosure or non-disclosure agreement, or any other agreement, obligation, restriction, or understanding similar agreement that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary Employee's duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes under the laws of the State of Delaware), and the obligations described in this Agreement hereunder are in addition to, and not in lieu of, the Employee's fiduciary duties and other legal obligations Employee owes to each member of the Company Group under statutory and common applicable law. View More
Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee's substantially all business time, attention and best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the "Company Group") as may be requested by the Board from time to time. Employee's duties and responsibilities sha...ll include those normally incidental to the position(s) position identified in Section 1, as well as such additional duties as may be assigned to Employee by the Board from time to time, which duties and responsibilities may include providing services time. Employee shall have his office at the Company's Addison, Texas office but shall also be able to other members of the Company Group in addition to the Company. work from remote locations through electronic communication means . (b) Employee may, without violating this Section 2(a): Agreement: (i) as a passive investment, own publicly traded securities in such form or manner as will shall not require any employment services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; activities, including participation in professional groups and associations; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee's ability to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member the Company Group. The parties agree that the Employee may serve as a director on one other public company board, provided that such company is not a competitors or anticipated competitors of the Company Group. (b) Group, and may receive restricted stock for that service; provided that specific approval for said service is obtained from the Company General Counsel. (c) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant or non-disclosure non-competition covenant, nondisclosure agreement, or any other agreement, obligation, restriction, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) (d) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure non-disclosure and (ii) such fiduciary duties that an officer of the Parent owes Company has under the laws of the State of Delaware), applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and or common law. View More
Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee's full business time, attention and best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the "Company Group") as may be requested by the Board CEO of the Company or his designees from time to time. Employee's duties a...nd responsibilities shall include those normally incidental to the position(s) identified in Section 1, 1, as well as such additional duties as may be assigned to Employee by the Board CEO of the Company or his designees from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee will be expected to relocate to the Dallas-Ft. Worth metropolitan area but, until July 1, 2019, Employee will be permitted to commute from his residence in Georgia, with the understanding that he will regularly work from the Company's Addison, Texas office or travel on behalf of Company for at least 80% of the business week. (b) Employee may, without violating this Section 2(a): Agreement: (i) as a passive investment, own publicly traded securities in such form or manner as will shall not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; activities, including participation in professional groups and associations; (iii) serve on other company boards with the prior approval of the board of directors of the Company (the "Board"); or (iii) (iv) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee's ability to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) (c) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant or non-disclosure non-competition covenant, nondisclosure agreement, or any other agreement, obligation, restriction, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) (d) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure non-disclosure and (ii) such fiduciary duties that an officer of the Parent owes Company has under the laws of the State of Delaware), applicable law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and or common law. View More
Duties and Responsibilities of Employee. (a) During Subject to Section 11(b) below, Employee shall, during the Employment Period, Employee shall devote Employee's best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including time (collectively, the Company (collectively, the Parent and its current and future wholly owned direct and indirect subsidiaries are referred to as the "Company Group") as may be requested by the Board f...rom time to time. Employee's duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a): 2(a), (i) as a passive investment, own publicly traded publicly-traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (ii) engage in charitable and civic activities; or (iii) with the prior written consent outside activities provided (x) such activities (including but not limited to membership on boards of the Board, engage in other personal and passive investment activities, in each case, directors of for-profit organizations), so long as such ownership, ownership interests or activities do not interfere with Employee's ability to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member of the Company Group. Group, and (y) Employee gives written notice to the Board of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the approval of the Board of Directors. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the Board. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, obligation, restriction, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. (d) The Company shall use its best efforts to elect Employee to the Board for so long as Employee holds the position of CEO of the Company. Employee agrees to serve as a director if elected by the shareholders and the Board, as the case may be. View More
Duties and Responsibilities of Employee. (a) During Employee shall, during the Employment Period, Employee shall devote Employee's best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including time (collectively, the Company (collectively, the Parent and its current and future wholly owned direct and indirect subsidiaries are referred to as the "Company Group") as may be requested by the Board CEO from time to time. Employee's... duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Board CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee shall report to the CEO. Employee may, without violating this Section 2(a): 2(a), (i) as a passive investment, own publicly traded publicly-traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (ii) engage in charitable and civic activities; outside activities provided (x) such ownership interests or (iii) with the prior written consent activities (including but not limited to membership on boards of the Board, engage in other personal and passive investment activities, in each case, directors of for-profit organizations), so long as such ownership, ownership interests or activities do not interfere with Employee's ability to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member of the Company Group. Group; and (y) Employee gives written notice to the CEO of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the express written approval of the CEO. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the CEO. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, obligation, restriction, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer and/or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. View More
Duties and Responsibilities of Employee. (a) During Employee shall, during the Employment Period, Employee shall devote Employee's best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including time (collectively, the Company (collectively, the Parent and its current and future wholly owned direct and indirect subsidiaries are referred to as the "Company Group") as may be requested by the Board CEO from time to time. Employee's... duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Board CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee shall report to the CEO. Employee may, without violating this Section 2(a): 2(a), (i) as a passive investment, own publicly traded publicly-traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (ii) engage in charitable and civic activities; or (iii) with the prior written consent outside activities provided (x) such activities (including but not limited to membership on boards of the Board, engage in other personal and passive investment activities, in each case, directors of for-profit organizations), so long as such ownership, ownership interests or activities do not interfere with Employee's ability to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member of the Company Group. Group; and (y) Employee gives written notice to the CEO of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the express written approval of the CEO. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the CEO. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant or non-disclosure agreement, or any other agreement, obligation, restriction, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. View More
Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee's best efforts actively engage in the business and full business time and attention to the businesses affairs of the Parent and Company (together with its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as subsidiaries, the "Company Group") as may be requested by the Board or the CEO from time to time, devote su...ch amount of Employee's business time and attention as is reasonably necessary to manage the business and affairs of the Company, which amount of time will constitute substantially all of Employee's business time. The Company agrees that Employee's primary work location shall be in San Diego, California. Employee's duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Board or the CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a): 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) continue to serve on advisory boards and, with the prior written consent of the Board, serve on the board of directors of one for-profit corporation; and (iv) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, activities (collectively, the "Permitted Activities"), so long as such engagements, ownership, interests or activities do not interfere with Employee's ability to fulfill Employee's duties and responsibilities under this Agreement and are not inconsistent with Employee's obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, obligation, restriction, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee's duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of loyalty and disclosure and (ii) such fiduciary duties that an officer of the Parent owes Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. View More
