Grouped Into 179 Collections of Similar Clauses From Business Contracts
This page contains Positions and Duties clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Positions and Duties. The Company will employ Executive, and Executive agrees to work for the Company, as its Chief Executive Officer (the "CEO") to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Company's Board of Managers (or Board of Directors) (the "Board") shall from time to time assign to him. Executive shall report directly to the Board and shall be subject to the supervision of, and shall have such authority as ...is delegated to him by, the Board, which authority shall be sufficient to perform his duties hereunder. Executive shall devote his best efforts in the performance of the foregoing, provided that he may accept board memberships or participate in charitable and similar organizations which are not in conflict with his primary obligations to the Company, further provided that such activities shall be approved by the Board, in writing, which approval shall not be unreasonably withheld. Executive may be required to travel from time to time in connection with his position. The Executive shall devote his full working time and efforts to the business and affairs of the Company.View More
Positions and Duties. The Company will employ Executive, Employee, and Executive Employee agrees to work for the Company, as its Executive Vice President and Chief Executive Medical Officer (the "CEO") "Executive") to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Company's Board of Managers (or Board of Directors) (the "Board") shall from time to time assign to him. Executive shall report directly to the Board Chief Ex...ecutive Officer (the "CEO") and shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Board, Board and/ or CEO, which authority shall be sufficient to perform his duties hereunder. Executive shall devote his best efforts in the performance of the foregoing, provided that he may accept board memberships or participate in charitable and similar organizations which are not in conflict with his primary obligations to the Company, further provided that such activities shall be approved by the Board, in writing, which approval shall not be unreasonably withheld. The Executive shall devote at least three (3) full workdays per week ("Part-Time") along with other reasonable work time and efforts to the business and affairs of the Company. Company understands and agrees that Executive is concurrently a doctor in private practice and may continue in that role. Additional activities such as consulting, speaking engagements and clinical research shall be mutually agreed to in writing at the beginning of each calendar year. It remains the Executive's responsibility to provide a list of said activities to Company. Executive may be required to travel from time to time in connection with his position. The Executive shall devote his full working time and efforts to the business and affairs of the Company.View More
Positions and Duties. Employee shall be employed by the Company as Executive Vice President and Chief Customer Officer and will have such corresponding duties and responsibilities as are intrinsic to Employee's position and such other duties and responsibilities on behalf of the Company and its affiliates as may reasonably be designated from time to time by the Chief Executive Officer. In addition, and without further compensation, the Employee shall serve as a director and/or officer of one or more of the Company's ...affiliates if so elected or appointed from time to time. Employee agrees to devote Employee's full time, energy and skill to Employee's responsibilities and duties to the Company and its affiliates. Employee agrees to resign as a director and/or officer of the Company and any of its affiliates immediately upon the termination of Employee's employment for any reason. The position of Chief Customer Officer is home-based. As of the Effective Date, Employee resides in Wake Forest, NC, and will, at the Company's expense, commute to Houston, Texas to perform these duties as determined by the Chief Executive Officer. From time to time, Employee will perform the duties of Chief Customer Officer remotely, provided that Employee is physically present in Houston, Texas, or at any other location the role requires as determined by the Chief Executive Officer.View More
Positions and Duties. Employee shall be employed by the Company as Executive Vice President and Chief Customer Technology Officer and will have such corresponding duties and responsibilities as are intrinsic to Employee's position and such other duties and responsibilities on behalf of the Company and its affiliates as may reasonably be designated from time to time by the Chief Executive Officer. In addition, and without further compensation, the Employee shall serve as a director and/or officer of one or more of the... Company's affiliates if so elected or appointed from time to time. Employee agrees to devote Employee's full time, energy and skill to Employee's responsibilities and duties to the Company and its affiliates. Employee agrees to resign as a director and/or officer of the Company and any of its affiliates immediately upon the termination of Employee's employment for any reason. The position of Chief Customer Officer is home-based. As of the Effective Date, Employee resides in Wake Forest, NC, and will, at the Company's expense, commute to Houston, Texas to perform these duties as determined by the Chief Executive Officer. From time to time, Employee will perform the duties of Chief Customer Officer remotely, provided that Employee is physically present in Houston, Texas, or at any other location the role requires as determined by the Chief Executive Officer.View More
Positions and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer ("CEO") of the Company and shall have the normal duties, responsibilities, functions and authorities customarily exercised by the President and CEO of a company of similar size and nature as the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates which are consistent with Executi...ve's position, as the Board of Directors of the Company (the "Board") may from time to time direct. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company's policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board. Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive's employment. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family's personal investments and affairs; and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement.View More
Positions and Duties. (a) Position. During the Employment Period, Executive shall serve as the President and Chief Executive Officer ("CEO") of the Company and shall have the normal duties, responsibilities, functions and authorities authority customarily exercised by associated with such position, subject to the President power and CEO authority of a company the Company's Board of similar size Directors (the "Board") to expand or limit such duties, responsibilities, functions and nature as authority and to overrule ...actions of officers of the Company. During the Employment Period, the Company shall use best efforts to nominate Executive to be a member of the Board. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates which are consistent with Executive's position, as the Board of Directors of the Company (the "Board") may from time to time direct. direct, provided that such responsibilities and duties are consistent with Executive's position and title. All employees of the Company and its affiliates will report directly or indirectly to the Executive. (b) Duties. During the Employment Period, Executive shall report to the Board and Executive shall devote his Executive's best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient diligent manner and shall comply with applicable law and the Company's written policies and procedures previously provided to the Executive in all material respects. In performing his duties and exercising his authority under this Agreement, So long as Executive is employed by the Company, Executive shall support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity not, without the prior written consent of the Board. Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive's employment. Nothing contained Board, perform other services for compensation, provided, however, that nothing herein shall preclude Executive from (i) serving as a member of the boards of directors or advisory boards of a reasonable number of trade associations and/or charitable organizations and serving on the board of one for-profit organization, (ii) engaging in charitable activities and community activities; (ii) participating in industry and trade organization activities; affairs, or (iii) managing his and his family's Executive's personal investments and affairs; provided, further, that the activities set out in clauses (i), (ii), and (iv) delivering lectures, fulfilling speaking engagements (iii) shall be limited by Executive so as not to materially interfere, individually or teaching at educational institutions; provided, that such activities do not materially interfere in the aggregate, with the regular performance of his Executive's duties and responsibilities under this Agreement. hereunder. (c) Place of Performance. The principal place of Executive's employment shall be Texas, but travel will be required from time to time to the Company's other locations. View More
Positions and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer ("CEO") of the Company Company, Syniverse Holdings, Inc. and Syniverse Technologies, LLC, and shall have the normal duties, responsibilities, functions and authorities customarily exercised by authority of such position, subject to the President power and CEO authority of a company the Company's Board of similar size Directors (the "Board") to expand or limit such duties, responsibilities, functi...ons and nature as authority and the Company. power and authority of the Board to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute "Good Reason" under Section 8. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates Affiliates which are consistent with Executive's position, position as the Board of Directors of the Company (the "Board") may from time to time direct. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Company and its Affiliates. Executive shall perform his duties, responsibilities and functions to the Company and its Affiliates hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company's and its Affiliates' policies and procedures in all material respects. In performing his duties and exercising his authority under this the Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board. Board; provided that Executive may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive's employment. Nothing contained herein shall preclude employment hereunder. The Company and Executive from (i) engaging in charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family's personal investments and affairs; and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, agree that such activities do not materially interfere during the Employment Period Executive's principal location of employment with the Company shall be at the Company's headquarters in Tampa, Florida. (c) With respect to all regular performance elections of his duties the Board and responsibilities under this Agreement. the board of directors of Syniverse Holdings, Inc. during the Employment Period, the Company shall use its reasonable efforts to nominate and cause the election of, Executive to serve as a member of the Board and the board of directors of Syniverse Holdings, Inc. During the duration of the Employment Period, the Company shall ensure that Executive is the most senior and chief executive officer of the Company and reports only to the Board and the board of directors of Syniverse Holdings, Inc. Upon the termination of the Employment Period, Executive shall resign as a member of the Board, the board of directors of Syniverse Holdings, Inc. and all other governing bodies of the Company and its Affiliates, as the case may be. View More
Positions and Duties. (a) a. Title; Reporting. During the Employment Period, Executive shall serve as the President and Chief Executive Officer ("CEO") of the Company and shall have the normal duties, responsibilities, functions and authorities customarily exercised by the President and CEO of a company of similar size and nature as the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates which (the "...Company Group") as are consistent with Executive's position, position and the by-laws of the Company and as the Board of Directors of the Company (the (together with its committees, the "Board") may from time to time reasonably direct. (b) Executive shall also serve for no additional compensation or remuneration as an officer or director of the Company or such subsidiaries of the Company as may from time to time be designated by the Board. b. Exclusivity. During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company's policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company's efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board. Board which shall not be unreasonably withheld. Notwithstanding the above, Executive may continue to serve as a director of the companies he was a director of as of the Effective Date set forth on Schedule A. Executive may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive's employment. regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities; activities, (ii) participating in industry and trade organization activities; activities, and (iii) managing his and his family's personal investments and affairs; and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, that such activities do Executive shall not materially interfere have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the regular performance Company's business except for (x) an investment of his duties and responsibilities under this Agreement. not more than 2.0% of the outstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds. View More
Positions and Duties. 3.01 Title. During the Term, Employee agrees to serve as the Company's Chief Financial Officer. 3.02 Duties. During the Term, Employee agrees to serve the Company, and Employee will faithfully and to the best of his ability discharge the duties associated with his position and will devote his full time during business hours for the Company and to the business and affairs of the Company, its direct and indirect subsidiaries and its affiliates. Employee hereby confirms that during the Term, he wil...l not render or perform services for any other 1 corporation, firm, entity or person. Employee recognizes that he will be required to travel to perform certain of his duties. Employee shall report to, and be subject to the direction of, the Company's President, or if determined by the Board of Directors (the "Board"), the Board or the Chief Executive Officer. Notwithstanding the foregoing, Employee shall be permitted to participate in, and be involved with, such community, educational, charitable, professional, and religious organizations so long as such participation does not, in the judgment of the Board interfere with the performance of or create a potential conflict with Employee's duties hereunder.View More
Positions and Duties. 3.01 Title. During the Term, Employee agrees to serve as the Company's Chief Financial Officer and Secretary and undertake such additional duties as may be directed by the Board of Directors or Chief Executive Officer. 3.02 Duties. (a) During the Term, term of this Agreement, Employee agrees to serve the Company, Company and Employee will faithfully and to the best of his ability discharge the his duties associated with his position and will devote his full time during business hours for the Com...pany and to the business and affairs of the Company, its direct and indirect subsidiaries and its affiliates. certain Affiliates (as defined below) of the Company. Employee hereby confirms that during the Term, term of this Agreement, he will not render or perform services for any other 1 corporation, firm, entity or person. person, except as set forth below. In addition, Employee understands that the Company's Board of Directors or Chief Executive Officer may, from time to time, direct that Employee assist and provide services to one or more other entities directly or indirectly owned or controlled by, or under common ownership or control with, the Company ("Affiliates"). Employee recognizes that he will be required to travel to perform certain of his duties. Employee shall report to, and be subject to the direction of, the Company's President, or if determined by the Board of Directors (the "Board"), the Board or the Chief Executive Officer. 1 (b) Notwithstanding the foregoing, Employee shall be permitted to (i) serve as a member of the board of directors for one unrelated entity, and upon the prior consent of the Company, a second unrelated entity, so long as in each instance such participation does not, in the judgment of the Company's Board of Directors, interfere with the performance of or create a potential conflict with Employee's duties hereunder; provided, however, Employee shall not serve as the chair of the audit committee of any such board of directors without the prior written consent of the Company and (ii) participate in, and be involved with, such community, educational, charitable, professional, and religious organizations so long as such participation does not, in the judgment of the Company's Board of Directors, interfere with the performance of or create a potential conflict with Employee's duties hereunder. View More
Positions and Duties. 3.01 Title. During the Term, Employee agrees to serve as the Company's Chief Financial Officer. 3.02 Location; Duties. During the Term, Employee's primary workplace shall be the Company's offices in Everett, Washington, except for usual and customary travel on the Company's business. During the Term, Employee agrees to serve the Company, and Employee will faithfully and to the best of his her ability discharge the duties associated with his her position of 1 Chief Financial Officer and will devo...te his her full time during business hours for the Company and to the business and affairs of the Company, its direct and indirect subsidiaries and its affiliates. Employee hereby confirms that during the Term, he she will not render or perform services for any other 1 corporation, firm, entity or person. Employee recognizes that he she will be required to travel to perform certain of his her duties. Employee shall report to, and be subject to the direction of, the Company's President, Chief Executive Officer, or if determined by the Board of Directors (the "Board"), the Board or Board. During the Chief Executive Officer. Term, Employee shall be employed by the Company on a full time basis. Notwithstanding the foregoing, Employee shall be permitted to participate in, and be involved with, such community, educational, charitable, professional, and religious organizations so long as such participation does not, in the judgment of the Board interfere with the performance of or create a potential conflict with Employee's duties hereunder. View More
Positions and Duties. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts employment with the Company to serve as its Chief Financial Officer, reporting to the Company's President and Chief Executive Officer. The Executive agrees to perform the duties of the Executive's position and such other duties as reasonably may be assigned to the Executive from time to time. The Executive also agrees that while employed by the Company, the Executi...ve will devote one hundred percent (100%) of the Executive's business time and the Executive's reasonable commercial efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the Executive's duties and responsibilities for it. Subject to prior approval of the President and Chief Executive Officer, the Executive may join the board of directors or advisory committee of one company.View More
Positions and Duties. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts employment with the Company to serve as its Chief Financial Officer, reporting to the Company's President and Chief Executive Officer. The Executive agrees to perform the duties of the Executive's position and such other duties as reasonably may be assigned to the Executive from time to time. The Executive also agrees that while employed by the Company, the Executi...ve will devote one hundred percent (100%) of the Executive's business time and the Executive's reasonable commercial efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the Executive's duties and responsibilities for it. Subject to prior approval of the President and Chief Executive Officer, the Executive may join the board of directors or advisory committee of one company. up to two companies, provided such service does not interfere with the Executive's duties hereunder, pose a conflict of interest or breach any provisions of this Agreement or the Employee Non-Solicitation, Non-Competition, Confidential Information and Inventions Assignment Agreement referenced below. View More
Positions and Duties. (a) During the Employment Period, Executive shall serve as the Vice President, Human Resources of the Company and BlueLinx Holdings Inc. ("BHI") and shall have the normal duties, responsibilities and authority of an executive serving in such position, including those duties described on Exhibit A hereto, subject to the power of Chief Executive Officer, the Board of Directors of the Company (the "Company Board") and the Board of Directors of BHI (the "BHI Board") to provide oversight and directio...n with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI's direct and indirect subsidiaries, as requested by the BHI Board from time to time, subject to the oversight and direction of the respective boards of directors of such entities. (b) During the Employment Period, Executive shall devote Executive's reasonable best efforts and Executive's full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its respective subsidiaries and affiliates, including specifically BHI. Executive shall perform Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy and business-like manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the prior consent of the Company Board. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive's ability to discharge his duties hereunder. (c) Executive shall perform Executive's duties and responsibilities with his principal office located in the Atlanta, Georgia metropolitan area.View More
Positions and Duties. (a) During the Employment Period, Executive shall serve as the Vice President, Human Resources President and Chief Executive Officer of the Company and BlueLinx Holdings Inc. ("BHI") and shall have the normal duties, responsibilities and authority of an executive serving in such position, including those duties described on Exhibit A hereto, subject to the power of Chief Executive Officer, the Board of Directors of the Company (the "Company Board") and the Board of Directors of BHI (the "BHI Boa...rd") "Board") to provide oversight and direction with respect to expand or limit such duties, responsibilities and authority, either generally or in specific instances. The (b) During the Employment Period, Executive also shall hold similar titles, offices and authority with BHI's direct and indirect subsidiaries, as requested by the BHI Board from time to time, subject report to the oversight and direction of the respective boards of directors of such entities. (b) Board. (c) During the Employment Period, Executive shall devote Executive's reasonable best efforts and Executive's full professional business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and Company, its respective subsidiaries and affiliates, including specifically BHI. affiliates. Executive shall perform Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy trustworthy, businesslike and business-like efficient manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the prior consent of the Company Board. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive's ability to discharge his duties hereunder. (c) Executive shall perform Executive's duties and responsibilities with his principal office located in the Atlanta, Georgia metropolitan area.View More
Positions and Duties. (a) During the Employment Period, Executive shall serve as the Vice President, Human Resources President and Chief Executive Officer of the Company and BlueLinx Holdings Inc. ("BHI") and shall have the normal duties, responsibilities and authority of an executive serving in such position, including those duties described on Exhibit A hereto, subject to the power of Chief Executive Officer, the Board of Directors of the Company (the "Company Board") and the Board of Directors of BHI (the "BHI Boa...rd") "Board") to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The instances and consistent with such position. So long as Executive also is the President and Chief Executive Officer of the Company, the Board will nominate Executive to serve as a member of the Board. (b) Executive shall hold similar titles, offices and authority with BHI's direct and indirect subsidiaries, as requested by the BHI Board from time to time, subject report to the oversight and direction of the respective boards of directors of such entities. (b) Board. (c) During the Employment Period, Executive shall devote Executive's reasonable best efforts and Executive's full professional business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and Company, its respective subsidiaries and affiliates, including specifically BHI. affiliates. Executive shall perform Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy trustworthy, business-like and business-like efficient manner. During the Employment Period, Executive shall may not serve as a director or a principal of another company or any charitable or civic organization without the Board's prior consent of the Company Board. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive's ability to discharge his duties hereunder. (c) consent. (d) Executive shall perform Executive's duties and responsibilities with his principal office located principally in the Atlanta, Georgia metropolitan area. area of the Company's headquarters. (e) Executive has acquired through purchase on the NASDAQ National Market System at least 100,000 shares (the "Threshold Ownership") of the Company's common stock. Executive shall at all times during the Employment Period (as defined in Section 5 below) continue to meet the Threshold Ownership. View More
Positions and Duties. (a) During the Employment Period, Executive shall serve as the Vice President, Human Resources Chief Executive Officer and President of the Company and BlueLinx Holdings Inc. ("BHI") and shall have the normal duties, responsibilities and authority of an executive serving in such position, including those duties described on Exhibit A hereto, subject to the power of Chief Executive Officer, the Board of Directors of the Company (the "Company Board") and the Board of Directors of BHI (the "BHI Boa...rd") Board"), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI's direct and indirect subsidiaries, as requested by the BHI Board from time to time, subject to the oversight and direction of the respective boards of directors of such entities. (b) During the Employment Period, the Executive shall be included in the management's slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI's stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration payable to Executive for that service. Upon the Date of Termination, Executive shall, at the BHI Board's request, resign from the Company Board, the BHI Board and any other board or committee of the Company, BHI or any of their respective subsidiaries or affiliates. 1 (c) During the Employment Period, Executive shall devote Executive's reasonable best efforts and Executive's full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Company, BHI and its their respective subsidiaries and affiliates, including specifically BHI. affiliates. Executive shall perform Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy and business-like manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board's prior consent of the Company Board. consent. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive's ability to discharge his duties hereunder. (c) (d) Executive shall perform Executive's duties and responsibilities with his principal office located in the Atlanta, Georgia metropolitan area. View More
Positions and Duties. 2.1 Position. During the Period of Employment, the Executive shall serve the Company as its Chief Financial Officer and shall have the powers, authorities, and duties of management usually vested in the office of the Chief Financial Officer of a corporation of a similar size and nature to the Company and that the Company's Board of Directors (the "Board") or any officer of the Company to whom the Executive reports may assign to the Executive from time to time. The Executive shall report to the C...hief Executive Officer during the Period of Employment. The Executive shall perform faithfully and diligently all duties assigned to the Executive in service of the Company and/or any and all past, present or future parent and/or subsidiaries and their respective and/or affiliated entities (the "Related Entities"). 2.2 Diligent Efforts/Full-Time. The Executive shall expend the Executive's diligent efforts on behalf of the Company, and shall abide by all policies and decisions made by the Company, as well as applicable federal, state and local laws, regulations or ordinances. The Executive shall act in the best interest of the Company at all times. The Executive shall devote the Executive's full business time and efforts to the performance of the Executive's assigned duties for the Company.View More
Positions and Duties. 2.1 Position. During the Period of Employment, the Executive shall serve the Company as its Chief Financial Executive Officer and shall have the powers, authorities, and duties of management usually vested in the office of the Chief Financial Executive Officer of a corporation of a similar size and nature to the Company and that the Company's Board of Directors (the "Board") or any officer of the Company to whom the Executive reports may assign to the Executive from time to time. The Executive s...hall report to the Chief Executive Officer Board during the Period of Employment. The Executive shall perform faithfully and diligently all duties assigned to the Executive in service of the Company and/or any and all past, present or future parent and/or subsidiaries and their respective and/or affiliated entities (the "Related Entities"). 2.2 Diligent Efforts/Full-Time. The Executive shall expend the Executive's diligent efforts on behalf of the Company, and shall abide by all policies and decisions made by the Company, as well as applicable federal, state and local laws, regulations or ordinances. The Executive shall act in the best interest of the Company at all times. The Executive shall devote the Executive's full business time and efforts to the performance of the Executive's assigned duties for the Company. 2.3 Directorship. The Executive is currently a director of the Company. The Executive agrees that, without further action or acknowledgment by the Executive or the Company, his position as a director of the Company and his position as an officer or director of all the Related Entities of the Company shall automatically terminate upon the Executive's termination of employment hereunder (regardless of the reason for the termination) and the Executive agrees to resign, on his termination date, as an officer and director of the Company and any Related Entity, as applicable, and as a fiduciary of any benefit plan of the Company or any Related Entity, as applicable, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation. View More
Positions and Duties. During the Term, the Company shall employ the Executive as the Chief Financial Officer of the Company, or in such other positions as the parties mutually agree. The Executive shall have such powers and duties and responsibilities as are customary to such position and as are assigned to the Executive by the Board of Directors of the Company (the "Board") or the President and Chief Executive Officer of the Company in connection with the Executive's service as chief financial officer of the Company... and of the Partnership. The Executive's employment shall also be subject to the policies maintained and established by the Company that are of general applicability to the Company's employees, as such policies may be amended from time to time.View More
Positions and Duties. During the Term, the Company shall employ the Executive as the President and Chief Financial Executive Officer of the Company, Company and he also shall serve as the President and Chief Executive Officer of the Partnership, or in such other positions as the parties mutually agree. The Executive shall have such powers and duties and responsibilities as are customary to such position and as are assigned to the Executive by the Board of Directors of the Company (the "Board") or the President and Ch...ief Executive Officer of the Company in connection with the Executive's service as chief financial officer general management and supervision of the operations of the Company and of the Partnership. Partnership, reporting only to the Board. The Executive's employment shall also be subject to the policies maintained and established by the Company that are of general applicability to the Company's employees, as such policies may be amended from time to time. View More
Positions and Duties. The Executive shall serve as the Executive Vice President and Chief Operations Officer of the Company, or in another position of equal or greater title, authority and responsibility, as assigned by the board of directors of the Parent (the "Board"), with duties and responsibilities as the Chief Executive Officer of the Company may from time to time determine and assign to the Executive. The Executive shall devote the Executive's best efforts and full business time to the performance of the Execu...tive's duties and the advancement of the business and affairs of the Company. 1 4. Place of Performance. In connection with the Executive's employment by the Company, the Executive shall be based at the principal executive offices of the Company, which the Company retains the right to change in its discretion, or such other place as the Company and the Executive mutually agree.View More
Positions and Duties. The Executive shall serve as the Executive Vice President and Chief Operations Executive Officer of the Company, or in another position of equal or greater title, authority and responsibility, as assigned by the board of directors of the Parent Company (the "Board"), with duties and responsibilities "Board"). In addition, for so long as the Executive serves as President and Chief Executive Officer of the Company may from time to time determine and assign subject to the Executive. annual approval... of the Nominating and Corporate Governance Committee of the Board in accordance with its duties and responsibilities, the Executive shall be nominated for election or re-election, as applicable, to the Board so long as she is eligible to be a member of the Board under applicable law or rules of the national securities exchange on which the Company's common stock is then listed, if any. The Executive shall devote the Executive's best efforts and full business time to the performance of the Executive's duties and the advancement of the business and affairs of the Company. The Executive shall not become a director of any entity without first obtaining the approval of the Board, which shall not be unreasonably withheld. Notwithstanding the above, the Executive has notified the Company in writing of certain outside activities that she is currently engaged in and the Company consents to her continued participation in such activities. 1 Execution Version 4. Place of Performance. In connection with the Executive's employment by the Company, the Executive shall be based at the principal executive offices of the Company, which the Company retains the right to change in its discretion, subject to the Good Reason provisions contained herein, or such other place as the Company and the Executive mutually agree. View More
Positions and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Financial Officer, reporting to the Chief Executive Officer. Executive shall have such responsibilities, duties and authorities, and will render such services for the Company and its Subsidiaries or Affiliates as the Board of Directors of the Company (the "Board") may from time to time direct that are reasonably consistent with Executive's position. Executive will devote his best efforts, energies a...nd abilities and his full business time, skill and attention to the business and affairs of the Company and its Subsidiaries, and shall perform his duties and responsibilities to the best of his ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the businesses of Company and its Subsidiaries. Executive acknowledges that his duties and responsibilities will require his full time business efforts and agrees that during the Employment Period he will not engage in any other business activity or have any business pursuits that interfere with Executive's duties and responsibilities under this Agreement or are competitive with the businesses of the Company. Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and effort to (i) providing service to, or serving on governing boards of, civic and charitable organizations, and (ii) personally investing and managing personal and family investments in real estate and in any corporation, partnership or other entity; but in each case, only to the extent that any of the activities described in clauses (i) or (ii), individually or as a whole, do not (A) require or involve the active participation of Executive in the management of any corporation, partnership or other entity or interfere with the execution of Executive's duties hereunder, or (B) otherwise violate any provision of this Agreement. (b) For purposes of this Agreement, (i) "Subsidiaries" means any corporation or other entity (A) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more subsidiaries or (B) to which the Company or any of its Affiliates provide management services, and (ii) "Affiliate" of an entity means any other person or entity, directly or indirectly controlling, controlled by or under common control with an entity.View More
Positions and Duties. (a) During (a)During the Employment Period, Executive shall serve as the Executive Vice Group President and Chief Financial Officer, of the Parent reporting to the Chief Executive Officer. CEO or COO. Executive shall have such responsibilities, duties and authorities, and will render such services for the Company and its Subsidiaries or Affiliates as the Board of Directors (the "Board") (or any designated officer of the Board or the Company (the "Board") or Parent), may from time to time direct ...that are reasonably consistent with Executive's position. direct. Executive will devote his best efforts, energies and abilities and his full business time, skill and attention to the business and affairs of the Company and its Subsidiaries, and shall perform his duties and responsibilities to the best of his ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the businesses of Company and its Subsidiaries. Executive acknowledges that his duties and responsibilities will require his full time business efforts and agrees that during the Employment Period he will not engage in any other business activity or have any business pursuits that interfere interferes with Executive's duties and responsibilities under this Agreement or are competitive with the businesses of the Company. Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and effort to (i) providing service to, or serving on governing boards of, civic and charitable organizations, and (ii) personally investing and managing personal and family investments in real estate and in any corporation, partnership or other entity; but in each case, only to the extent that any of the activities described in clauses (i) or (ii), individually or as a whole, do not (A) require or involve the active participation of Executive in the management of any corporation, partnership or other entity or interfere with the execution of Executive's duties hereunder, or (B) otherwise violate any provision of this Agreement. (b) For (b)For purposes of this Agreement, (i) "Subsidiaries" means any corporation or other entity (A) of which either (a) the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, Symbion Holdings or Parent, directly or through one or more subsidiaries or (B) (b) to which the Company Company, Symbion Holdings or Parent, or any of its their Affiliates provide management services, services to, and (ii) "Affiliate" of an entity means any other person or entity, directly or indirectly controlling, controlled by or under common control with an entity. View More
Positions and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President Managing Partner and Chief Financial Officer, Legal Officer of the Company, reporting to the Chief Executive Officer. Executive shall have such responsibilities, duties Board of Directors of the Company, and authorities, and will render such services for subject to the Company and its Subsidiaries or Affiliates as power of the Board of Directors of the Company (the "Board") may from time "Board) or officers o...f the Company assigned by the Board to time direct that are reasonably expand or limit Executive's duties, responsibilities, functions and authority in a manner reasonable consistent with Executive's position. title. Executive will devote his acknowledges and agrees that he owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best efforts, energies and abilities and his full business time, skill and attention to the business and affairs interests of the Company and its Subsidiaries, Subsidiaries and Affiliates and to do no act which would, directly or indirectly, injure the Company's (and its Subsidiaries' and Affiliates') business, interests or reputation. In addition, (i) Executive will use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and its Subsidiaries and Affiliates and shall perform his duties and responsibilities to the best of his ability, ability in a diligent, trustworthy, businesslike and efficient manner for and (ii) Executive shall comply at all times with all lawful policies and codes of conduct of the purpose of advancing the businesses of Company and its Subsidiaries. Subsidiaries and Affiliates, as such policies and codes may change from time to time, that are provided to Executive acknowledges that in writing (or as set forth in the employee handbook). (b) During the Employment Period, Executive shall report to the Board and shall devote his duties best efforts and responsibilities will require his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business efforts and agrees that during affairs of the Employment Period he will Company and its Subsidiaries and Affiliates. Executive may serve on the board of directors (or its equivalent) of noncompetitive, religious, civic or charitable entities without the prior written approval of the Board so long as such service is not engage in any other business activity disruptive, or have any business pursuits that does not interfere with Executive's duties and responsibilities under this Agreement obligations hereunder, to the business of the Company or are competitive with its Subsidiaries or Affiliates. Executive shall, if so requested by the businesses Company, also serve without additional compensation, as an officer, director or manager of any Subsidiary or Affiliate of the Company. Notwithstanding (c) During the foregoing, Employment Period, Executive shall be permitted to devote a reasonable amount will travel on business of time and effort to (i) providing service to, or serving on governing boards of, civic and charitable organizations, and (ii) personally investing and managing personal and family investments in real estate and in any corporation, partnership or other entity; but in each case, only the Company to the extent that any of reasonably required by the activities described Company in clauses (i) or (ii), individually or as a whole, do not (A) require or involve the active participation of Executive in the management of any corporation, partnership or other entity or interfere with the execution of order to perform Executive's duties hereunder, or (B) otherwise violate any provision of to the Company under this Agreement. (b) (d) For purposes of this Agreement, (i) "Subsidiaries" means "Subsidiary" means, to the extent applicable from time to time, any corporation or other entity (A) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more subsidiaries or (B) to which the Company or any of its Affiliates provide management services, and (ii) "Affiliate" of an entity means any other person or entity, directly or indirectly controlling, controlled by or under common control with an entity. View More
