Employment. During the Employment Term: (a) Executive shall be employed as Chief Executive Officer of the Company. Executive shall report directly to the Board in his capacity as Chief Executive Officer of the Company. Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities. (b) During the Employment Term the Company shall nominate and re-nominate Executi
...ve for election to the Board of Directors of the Company (the “Board”) and Executive shall not receive separate or additional compensation for such service. On the initial election or appointment to the Board, Executive shall be appointed to serve as the Chairman of the Board and shall serve in such position at the pleasure of the Board. At, or any time after, the time of his termination of employment with the Company for any reason, Executive shall resign from the Board if 1 requested to do so by the Company. The preceding sentence shall survive any termination of the Employment Term. (c) Excluding periods of vacation and sick leave to which Executive is entitled and other service outside of the Company contemplated in this Section 2(c), Executive shall devote his full professional time and attention to the business and affairs of the Company to discharge the responsibilities of Executive hereunder. Prior to joining or agreeing to serve on corporate, civil or charitable boards or committees, Executive shall obtain approval of the Board. Executive may manage personal and family investments, participate in industry organizations and deliver lectures at educational institutions, so long as such activities do not interfere with the performance of Executive’s responsibilities hereunder. (d) Executive shall be subject to and shall abide by each of the personnel policies applicable to senior executives, including but not limited to, any policy restricting pledging and hedging investments in Company equity by Company executives, any policy the Company adopts regarding the recovery of incentive compensation (sometimes referred to as “clawback”) and any additional clawback provisions as required by law and applicable listing rules. This Section 2(d) shall survive the termination of the Employment Term.
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Employment. During the Employment Term: (a) Executive shall be employed as
Executive Vice President and Chief
Executive Financial Officer of the Company. Executive shall report directly to the
Board in his capacity as Chief Executive Officer of the Company. Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities. (b)
During the Employment Term the Company shall nominate a...nd re-nominate Executive for election to the Board of Directors of the Company (the “Board”) and Executive shall not receive separate or additional compensation for such service. On the initial election or appointment to the Board, Executive shall be appointed to serve as the Chairman of the Board and shall serve in such position at the pleasure of the Board. At, or any time after, the time of his termination of employment with the Company for any reason, Executive shall resign from the Board if 1 requested to do so by the Company. The preceding sentence shall survive any termination of the Employment Term. (c) Excluding periods of vacation and sick leave to which Executive is entitled and other service outside of the Company contemplated in this Section 2(c), 2(b), Executive shall devote his full professional time and attention to the business and affairs of the Company to discharge the responsibilities of Executive hereunder. Prior to joining or agreeing to serve on corporate, civil or charitable boards or committees, Executive shall obtain approval of the Board. Chief Executive Officer. Executive may manage personal and family investments, participate in industry organizations and deliver lectures at educational institutions, so long as such activities do not interfere with the performance of Executive’s responsibilities hereunder. (d) 1 (c) Executive shall be subject to and shall abide by each of the personnel policies applicable to senior executives, including but not limited to, any policy restricting pledging and hedging investments in Company equity by Company executives, any policy the Company adopts regarding the recovery of incentive compensation (sometimes referred to as “clawback”) and any additional clawback provisions as required by law and applicable listing rules. This Section 2(d) 2(c) shall survive the termination of the Employment Term.
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Employment. During the Employment Term: (a) Executive shall be employed as Chief
Executive Financial Officer of the
Company. Executive shall report directly to the Board in his capacity as Chief Executive Officer of the Company. Company and Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities. (b)
During the Employment Term the Company shall nominate and re-nominate Ex...ecutive for election to the Board of Directors of the Company (the “Board”) and Executive shall not receive separate or additional compensation for such service. On the initial election or appointment to the Board, Executive shall be appointed to serve as the Chairman of the Board and shall serve in such position at the pleasure of the Board. At, or any time after, the time of his termination of employment with the Company for any reason, Executive shall resign from the Board if 1 requested to do so by the Company. The preceding sentence shall survive any termination of the Employment Term. (c) Excluding periods of vacation and sick leave to which Executive is entitled and other service outside of the Company contemplated in this Section 2(c), 2(b), Executive shall devote his Executive’s full professional time and attention to the business and affairs of the Company to discharge the responsibilities of Executive hereunder. Prior to joining or agreeing to serve on corporate, civil or charitable boards or committees, Executive shall obtain approval of the Board. Executive may manage personal and family investments, investments and participate in industry organizations and deliver lectures at educational institutions, charitable endeavors, so long as such activities do not interfere with the performance of Executive’s responsibilities hereunder. (d) It is understood that, during Executive’s employment by the Company, Executive shall not engage in any activities that constitute a conflict of interest with the interests of the Company or its direct and indirect subsidiaries. 1 (c) Executive shall be subject to and shall abide by each of the personnel policies applicable to senior executives, including but not limited to, to any policy restricting pledging and hedging investments in Company equity by Company executives, any policy the Company adopts regarding the recovery of incentive compensation (sometimes referred to as “clawback”) and any additional clawback provisions as required by law and applicable listing rules. This Section 2(d) 2(c) shall survive the termination of the Employment Term. (d) Executive shall not be required as a condition of employment with the Company to relocate Executive’s principal place of employment to Boston, Massachusetts or to any other Company office location; provided that Executive shall be required to regularly travel to Boston and other locations (including international locations) as reasonably necessary to perform the duties. (e) Subject to Sections 6, 7 and 8 hereof, Executive’s employment with the Company is “at will,” such that each of Executive or the Company has the option to terminate Executive’s employment at any time, with or without advance notice, and with or without Cause or with or without Good Reason. This Agreement does not constitute an express or implied agreement of continuing or long-term employment.
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Employment. During the Employment Term: (a) Executive shall be employed as
the Executive Vice President and Chief
Executive Financial Officer of the
Company. Executive Company and shall report directly to the
Board in his capacity as Chief Executive Officer of the Company. Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities.
(b) During Unless otherwise agreed by Execu...tive, Executive’s principal place of employment shall be at the Employment Term the Company shall nominate and re-nominate Executive for election to the Board of Directors of the Company (the “Board”) and Executive shall not receive separate or additional compensation for such service. On the initial election or appointment to the Board, Company’s offices in Purchase, New York; provided, that, Executive shall be appointed permitted to serve as work remotely; provided, further, that Executive understands and agrees that Executive may be required to travel from time to time for business purposes, subject to the Chairman of the Board and shall serve in such position at the pleasure of the Board. Company’s travel policy. (b) At, or any time after, the time of his Executive’s termination of employment with the Company for any reason or no reason, Executive shall promptly resign from Executive’s position as an officer, director, manager or member of any of the Board Company’s subsidiaries and affiliates if 1 requested to do so by the Company. Company, and Executive hereby agrees to execute such additional documentation or to take any other action as the Company may request to effectuate the foregoing. The preceding sentence shall survive any termination of the Employment Term. (c) Excluding periods of vacation and sick leave to which Executive is entitled and other service outside of During the Company contemplated in this Section 2(c), Employment Term, Executive shall devote his full substantially all of Executive’s professional time and attention to the business and affairs of the Company to discharge the responsibilities of Executive hereunder. Prior hereunder, and prior to joining or agreeing to serve on any corporate, civil or charitable boards or committees, Executive shall obtain prior written approval of the Board. Board of Directors of the Company (the “Board”), which approval shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed automatically given in respect of service on the boards and committees listed on Exhibit A attached hereto, in each case, subject to Executive’s compliance with this Agreement, including, but not limited to, Sections 9 and 10 hereof; provided, that the foregoing shall not prevent Executive may manage from managing Executive’s personal and family investments, participate participating in industry organizations and deliver delivering lectures at educational institutions, and otherwise engaging in charitable activities, so long as such activities do not not, individually or in the aggregate, materially interfere or conflict with the performance of Executive’s responsibilities hereunder. hereunder or create a potential business or fiduciary conflict. (d) During the Employment Term, Executive shall be subject comply in all material respects with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to Executive’s position with the Company and shall abide by each as an employee and fiduciary of the personnel policies applicable Company, as in effect from time to senior executives, including but not limited to, any policy restricting pledging time and hedging investments in Company equity by Company executives, any policy the Company adopts regarding the recovery of incentive compensation (sometimes referred made available to as “clawback”) and any additional clawback provisions as required by law and applicable listing rules. This Section 2(d) shall survive the termination of the Employment Term. Executive.
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Employment. During the Employment Term: (a) Executive shall be employed as
President and Chief Executive Officer of the
Company. Executive Company and shall report directly to the Board
in his capacity as Chief Executive Officer of Directors of the
Company. Company (the “Board”). Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities.
Unless otherwise agreed by the Execu...tive, Executive’s principal place of employment shall be at the Company’s corporate headquarters in Houston, Texas. (b) During As soon as practicable following the 2016 Annual Meeting of Shareholders, the Board shall appoint Executive to the Board and during the Employment Term Term, the Company shall use its best efforts to nominate and re-nominate Executive for election re-election to the Board of Directors of the Company (the “Board”) and Board. Executive shall not receive separate or additional compensation for such Board service. On the initial election or appointment to the Board, Executive shall be appointed to serve as the Chairman of the Board and shall serve in such position at the pleasure of the Board. At, or any time after, the time of his termination of employment with the Company for any reason, Executive shall resign from the Board and from his position as an officer, director, manager or member of any of the Company’s subsidiaries and affiliates if 1 requested to do so by the Company. The preceding sentence shall survive any termination of the Employment Term. (c) Excluding periods of vacation and sick leave to which Executive is entitled and other service outside of the Company contemplated in this Section 2(c), Executive shall devote his full professional time and attention to the business and affairs of the Company to discharge the responsibilities of Executive hereunder. Prior to joining or agreeing to serve on corporate, civil or charitable boards or committees, Executive shall obtain approval of the Board. Board, which approval shall be deemed given in respect of service on boards on which Executive serves as of the Commencement Date (Calpine Corporation and Executive’s family charitable foundation) subject to Executive’s compliance with this Agreement, including, but not limited to, Sections 11 and 12. Executive may manage personal and family investments, participate in industry organizations and deliver lectures at educational institutions, and otherwise engage in charitable activities, so long as such activities do not materially interfere with the performance of Executive’s responsibilities hereunder. Notwithstanding the foregoing, Executive agrees to resign at the request of the Board, after the Board has provided reasonable notice, an explanation of its concerns and an opportunity for Executive to consult with the Board, from any corporate, civil or charitable board or committee service or other activities, following the Board’s good faith determination that such service or activities creates (or gives the impression of) any conflict with his duties to the Company and its affiliates. (d) Executive shall be subject to and shall abide by each of the personnel policies applicable to senior executives, including including, but not limited to, any policy restricting pledging and hedging investments in Company equity by Company executives, any policy the Company adopts regarding the recovery of incentive compensation (sometimes referred to as “clawback”) and any additional clawback provisions as required by law and applicable listing rules. This Section 2(d) shall survive the termination of the Employment Term.
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