Positions and Duties Clause Example from Business Contracts

Positions and Duties. (a) Employment with the Company. Executives shall be employed by the Company and shall perform the duties and responsibilities of their position and such other duties and responsibilities as the Chief Executive Officer of the Company shall assign them from time to time, including duties and responsibilities relating to the Company's wholly-owned and partially owned subsidiaries, and other affiliates; provided, that such duties and responsibilities of the Chief Executive Officer shall be assigned... by the Board of Directors of the Company (the "Board"). (b) Performance of Duties and Responsibilities; Location. Executives shall observe and comply with all applicable policies of the Company and directives promulgated from time to time by the Board that are not inconsistent with this Policy. Without limiting the foregoing, executives are subject to the Company's stock ownership guidelines as in effect from time to time. Executives shall serve the Company faithfully and to the best of their ability and shall devote full working time, attention and efforts to the business of the Company during their employment with the Company hereunder. While executives are employed by the Company, they shall report to the Chief Executive Officer, except that the Chief Executive Officer of the Company shall report to the Board. No executive shall be under any contractual or legal commitments that would prevent them from fulfilling his or her duties and responsibilities as set forth in this Policy. During his or her employment with the Company, no executive shall accept other employment or engage in other material business activity, except as may be approved in writing by the Board. Executives may participate in charitable activities and personal investment activities to a reasonable extent, and may serve as directors of business organizations as approved by the Board, so long as such activities and directorships are consistent with the Company's Corporate Governance Guidelines, as amended from time to time, and do not interfere with the performance of their duties and responsibilities hereunder. The principal office location of each executive shall be the Company's offices or such other location as specified in the executive's offer letter. (c) Board. The Board may appoint certain executives to serve as members of the Board. Thereafter, during the term of an executive's employment and subject to the annual approval of the Corporate Governance and Nominating Committee of the Board in accordance with its duties and responsibilities, such executives may be nominated for election to the Board, subject to meeting certain conditions as set forth by the Board or the Corporate Governance and Nominating Committee of the Board. An executive's service as a member of the Board shall terminate automatically upon the termination of the executive's employment with the Company for any reason. As a condition to any executive's appointment to the Board, the executive shall submit an irrevocable resignation letter pursuant to which the executive shall agree to resign from the Board and all applicable committees thereof (and all applicable subsidiary boards and committees) effective automatically and immediately upon the termination of his or her employment with the Company for any reason. View More