Duties Contract Clauses (1,898)

Duties. (a) General Duties. The Executive shall serve as CFO and Treasurer of the Company, with duties and responsibilities that are customary for such an executive. The Executive shall also perform such other duties as shall be reasonably determined from time to time by the BOD and such services for such subsidiaries of the Company as may be necessary. The Executive shall use her best efforts to perform her duties and discharge her responsibilities pursuant to this Agreement competently, carefully and ...faithfully. (b) Devotion of Time. Subject to the last two sentences of this Section 3(b), Executive shall devote a reasonable amount of her business time, attention and energies to the affairs of the Company and its subsidiaries and affiliates as are necessary to perform her duties and responsibilities pursuant to this Agreement. The Executive shall not enter the employ of or serve as a consultant to (other than the agreements with Helix Care (California), Inc. ("Helix"), or in any way perform any services with or without compensation to, any other persons, business, or organization, without the prior consent of the BOD or the shareholders. Notwithstanding the above, the Executive shall be permitted to devote a limited amount of her time, to professional, charitable or similar organizations, including serving as a non-executive director or an advisor to a BOD, committee of any company or organization provided that such activities are not directly or indirectly in conflict with the business of the Company and/or do not interfere with the Executive's performance of her duties and responsibilities as provided hereunder. If any of these activities present a direct or indirect conflict of interest, Executive shall obtain the permission of the BOD or the shareholders. (c) Location of Office. The Executive's principal business office shall be in the Company's offices in Roseville, California or such other location as shall be mutually agreeable to the Executive and the Company. Executive is not required to perform her job duties at the Company's offices, but shall work at the Company's offices as needed to supervise the Company's employees and ensure the success of the Company. (d) Adherence to Inside Information Policies. The Executive acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party. The Executive shall promptly execute any agreements generally distributed by the Company to its employees requiring such employees to abide by its inside information policies. Executive agrees that prior to selling more than 5% of her stock holdings in any single day, Executive shall consult with the Company's counsel to ensure compliance with Securities laws. View More

Duties. Employee shall work a reasonable amount of hours as needed by Company and shall serve as Chief Executive Officer.

Duties. The Executive shall faithfully perform all duties of the Company related to the position or positions held by the Executive, including but not limited to all duties set forth in this Agreement and/or in the Bylaws of the Company related to the position or positions held by the Executive and all additional duties that are prescribed from time to time by the Chief Executive Officer of the Company. The Executive shall devote the Executive's full time and attention to the performance of the Executiv...e's duties and responsibilities on behalf of the Company and in furtherance of its best interests; provided, however, that the Executive, subject to the Executive's obligations hereunder, shall also be permitted to make personal investments, perform reasonable volunteer services and, with the prior consent of the Company, serve on outside boards of directors for non-profit corporations. The Executive shall comply with all Company policies, standards, rules and regulations (the "Company Policies") and all applicable government laws, rules and regulations that are now or hereafter in effect. The Executive acknowledges receipt of copies of all written Company Policies that are in effect as of the date of this Agreement. View More

Duties. During Employee's employment with the Company, Employee shall: (a) serve the Company and do and perform assigned duties and responsibilities in the ordinary course of Employee's employment and the business of the Company (within such limits as the Company may from time to time prescribe), professionally, faithfully and diligently. (b) devote Employee's full business time, energy and skill to the business of the Company and Employee's assigned duties and responsibilities, and to the promotion of ...the best interests of the Company; provided that Employee shall not (to the extent not inconsistent with Section 6 below) be prevented from (i) serving as a director of any corporation, with the prior written consent of the Company, (ii) engaging in charitable, religious, civic or other non-profit community activities, or (iii) investing his personal assets in such form or manner as will not require any substantial services on Employee's part in the operation or affairs of the business in which such investments are made, in each case, only to the extent that such activity does not detract from or interfere or cause a conflict of interest with performance of Employee's duties. (c) observe all policies and procedures of the Company in effect from time to time applicable to employees of the Company including, without limitation, policies with respect to employee confidentiality, loyalty and prohibited conflicts of interest. View More

Duties. During the Employment Period, Executive shall serve on a full-time basis and perform services in a managerial capacity in a manner consistent with Executive's position as Chief Executive Officer of the Company and Executive's duties and responsibilities shall include those duties customarily attendant to the position of Chief Executive Officer and such other duties and responsibilities as may be assigned to him from time to time by the Company's board of directors (the "Board") consistent with h...is position as Chief Executive Officer. Executive shall devote his entire business time, attention and energies (excepting vacation time, holidays, sick days and periods of disability) and use his best efforts in his employment with the Company; provided, however, that this Agreement shall not be interpreted as prohibiting Executive from managing his personal affairs, including personal investments and engaging in charitable or civic activities, so long as such activities do not interfere in any material respect with the performance of Executive's duties and responsibilities hereunder. During his employment hereunder, Executive may serve on the board of directors of up to one other public company with the prior consent of the Board, which consent shall not be unreasonably withheld; provided, however, that such service does not violate Section 9 of this Agreement or otherwise interfere in any material respect with the performance of Executive's duties and responsibilities hereunder. View More

Duties. (a) Throughout the Employment Period, the Executive shall be the Executive Vice President of the Company, reporting directly to the Chief Executive Officer and the Board of Directors of the Company (the "Board"), and shall have all duties and authorities as customarily exercised by an individual serving in such positions in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. During the Employment Period, the C...ompany shall also nominate the Executive for re-election as a member of the Board. The Executive's primary office location shall be at the Company's executive offices in the Miami, Florida metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his commercially reasonable best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his commercially reasonable best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving as an officer and/or on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as an officer and/or a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board. View More

Duties. (a) Employee shall in good faith perform those duties and functions as are required by his position (as outlined on Exhibit "A"), including but not limited to driving Willis Lease to a level of performance in the areas of growth profitability, innovation and diversification to generate value for all stakeholders, including employees, customers, and shareholders. Notwithstanding the foregoing or any other provision in this Agreement, Employer shall have the right to modify from time to time the t...itle and duties assigned to Employee so long as such title and duties are consistent with the usual and customary expectations of the type of position and function of Employee as President. (b) Employee agrees to serve Employer faithfully and to the best of his ability; to devote his full time and attention, with undivided loyalty, during normal business hours to the business and affairs of Employer, except during reasonable vacation periods and periods of illness and incapacity; and to perform such duties as the Chairman & CEO or his/her designate(s) may assign, such duties to be of a character and dignity appropriate to the position of President. Employee shall not engage in any other business or job activity during the Employment Term without Employer's prior written consent. Notwithstanding the foregoing, Employee may engage in civic and not-for-profit activities so long as such activities do not materially interfere with Employee's performance of his duties hereunder. 2 4. Compensation. Employer agrees to provide as compensation to Employee the following salary, incentive, and benefits in exchange for the services described in Section 3 of this Agreement: (a) Base Salary. Employer agrees to pay to Employee during the Employment Term an annual base salary in the amount of Three Hundred and Eighty Thousand US Dollars ($380,000) per Employment Year less payroll deductions and all required withholdings, or such higher amount as the Compensation Committee of the Board shall from time to time determine. Employee's base salary shall be paid not less frequently than semi-monthly in accordance with Employer's usual payroll practices. The Compensation Committee of the Board will review Employee's base salary no less than once annually, and shall have sole discretion to increase or decrease (subject to the next sentence hereof) the base salary. Employee's base salary only may be decreased in connection with a salary reduction program approved by the Compensation Committee of the Board, which affects all executive officers of Employer. (b) Incentive Compensation. In addition to Employee's base salary, Employee shall participate in and, to the extent earned or otherwise payable thereunder, receive periodic incentive cash bonuses pursuant to any incentive plans currently maintained or hereafter established by Employer and applicable to an employee of Employee's position, which presently is the 2016 Incentive Compensation Plan. Employee's entitlement to incentive bonuses is discretionary and shall be determined by the Compensation Committee of the Board in good faith based upon the extent to which Employee's individual performance objectives and Employer's performance objectives were achieved during the applicable bonus period. For 2016, Employee is eligible to receive a target bonus of up to 50% of Employee's base salary ("Incentive Bonus"). The target bonus shall increase automatically to 65% for 2017 if Employer achieves budgeted pre-tax net income of US$13 million or more in 2016. The Compensation Committee of the Board will annually set the Employer's performance targets and approve the incentive compensation plan. (c) Professional Associations. Employer agrees to pay the fees associated with Employee's membership in professional associations and costs associated with executive management/leadership courses pertinent to his employment. View More

Duties. The Executive has been elected to serve as a member of the Board of Directors of the Company (the "Board") and has been appointed by the other members of the Board to serve as the Chairman of the Board. In addition to his customary duties as Chairman of the Board, the Executive shall have certain executive duties and responsibilities with respect to the strategic direction of the Company and, as such, will be deemed to be an officer of the Company having the title "Executive Chairman." The Execu...tive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature consistent with the office of Executive Chairman as shall be specified and designated from time to time by the Board. Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive's business time and effort to the performance of the Executive's duties hereunder; provided, however, that the Company acknowledges and agrees that, so long as such activities do not materially interfere with the Executive's ability to perform his duties and responsibilities hereunder or violate the Executive's covenant against competition as described at Section 6.2 hereof, the Executive shall have the right to continue to serve as the President of Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC (together, the "ELRH Companies") during calendar year 2014 and shall be permitted to devote such of his business time and efforts during calendar year 2014 as he shall deem necessary to fulfill his duties and responsibilities with respect thereto; provided, further, that the Executive agrees that he shall resign from his position as President of the ELRH Companies and from any other position(s) he holds with the ELRH Companies with an 1 effective date no later than December 31, 2014, and shall not receive any compensation or benefits from the ELRH Companies for any period of time after the effective date of such resignation. During calendar year 2014, the Executive may reside in and perform his duties out of an ELRH company office located in the State of Florida. In addition, notwithstanding the foregoing, so long as the following activities do not interfere with the Executive's duties to the Company and provided that the following activities do not violate the Executive's covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(d)(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, and may engage in such other board or professional assignments which are disclosed to and approved by the Board, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company agrees that, during the Term, the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company's shareholders and, upon election, shall be appointed as the Chairman of the Board, provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive's employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive's employment for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Executive Chairman of the Company. View More

Duties. (a) General Duties. The Consultant shall serve as Chief Operating Officer with duties and responsibilities that are customary for such an executive including, but not limited to, setting up sales and sales support operations for Company products and digital technologies; implementing, maintaining, and utilizing telemarketing to develop sales opportunities for the Company; performing, implementing, and supporting all required functions under the Company's agreement with Hewlett-Packard; providing... the Company with analysis and recommendations on future mergers and acquisitions; providing insight and recommendations for new propriety technology and the improvement of the Company's existing proprietary technologies; maintaining Company materials and assets; conducting future research and development for the Company's websites; and completing any and all other duties as may be delegated to the consultant by the Company's Chief Executive Officer (the "CEO") and the Board of Directors (the "Board"). e . The Consultant shall report to the CEO. The Consultant shall also perform services for such subsidiaries of the Company as may be necessary. The Consultant shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. In determining whether or not the Consultant has used his best efforts hereunder, the Consultant's and the Company's delegation of authority and all surrounding circumstances shall be taken into account and the best efforts of the Consultant shall not be judged solely on the Company's earnings or other results of the Consultant's performance, except as specifically provided to the contrary by this Agreement. (b) Devotion of Time. The Consultant shall devote such time, attention and energies to the affairs of the Company and its subsidiaries and affiliates as are necessary to perform his duties and responsibilities pursuant to this Agreement. (c) Adherence to Inside Information Policies. The Consultant acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party. The Consultant shall promptly execute any agreements generally distributed by the Company to its employees requiring such employees to abide by its inside information policies. 2 (d) Location. The Consultant shall perform his duties remotely. The Company shall provide the Consultant with Regus meeting space, as needed by the Consultant, to conduct business on behalf of the Company. View More

Duties. The Corporation and Bank will employ Executive as its President and Chief Executive Officer. Executive shall render administrative and management services as are customarily performed by persons situated in similar employment capacities as a president and chief executive officer, and shall have such other powers and duties of an officer of the Bank and the Corporation as the Boards of Directors may prescribe from time to time, provided that such duties are consistent with the Executive's positio...n as President and Chief Executive Officer. The duties of Executive, which are prescribed by the Boards of Directors and may change from time to time at the direction of the Boards, generally include but are not limited to: a. Performance. Executive will be responsible for executing the strategic objectives for the Bank and the Corporation as established by the Boards of Directors. Executive will be generally responsible for all aspects of the Corporation's and Bank's performance, including without limitation, seeing that daily operational and managerial matters are performed in a manner consistent with the Corporation's and the Bank's policies, and for performing such other duties as are usual and customary for the position he holds. Executive may delegate such of his duties as he sees fit to the other officers of the Corporation or the Bank, except that if Executive serves on the Board of Directors of the Corporation and/or the Bank, he may not delegate any of his duties in his capacity as a director to any other officer or individual. b. Development and Preservation of Business. Executive will be responsible for the development and preservation of banking relationships and other business development efforts (including appropriate civic and community activities) in the Bank's market area. 2 c. Development and Preservation of Investor Awareness. Executive will be responsible for the development and preservation of the Corporation's retail and institutional investor relations. d. Report to Board. Executive will perform such other duties as may be appropriate to his position and as may be prescribed and changed from time to time by the Boards of Directors of the Corporation and the Bank, respectively, and will report directly to the Boards. View More