Position Contract Clauses (1,130)

Position. (a) Title. Executive will serve as the Chief Financial Officer of the Company. Executive will render such business and professional services in the performance of his duties, consistent with Executive's position within the Company, as shall reasonably be assigned to him by the Company's Chief Executive Officer ("CEO") and/or Board of Directors (the "Board"). The period of Executive's employment under this Agreement is referred to herein as the "Employment Term" and shall commence on October 1, 2...012. (b) Obligations. Executive agrees to the best of his ability and experience that he will at all times loyally and conscientiously perform all of the duties and obligations required of and from him pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the Employment Term, Executive further agrees that he will not engage in any other employment, occupation, consulting, or other business activity directly related to the business in which the Company is now involved or becomes involved during the Employment Term, nor will he engage in any other activities that conflict with his obligations to the Company. Nothing in this Agreement will prevent Executive from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange. View More

Position. On the Commencement Date, as defined in Section 2, you will become the Vice President, General Counsel, of the Company. You will serve as Vice President, General Counsel, reporting to the Company's Chief Executive Officer ("CEO"). In your role, you will have the responsibilities customarily associated with such position and those that are assigned to you by the Company's CEO. During the term of your employment with the Company, you will devote your full professional time and efforts to the busin...ess of the Company. View More

Position. In your position as Interim CEO, you will report to the Company's Board of Directors (the "Board") and serve at its direction. The Interim CEO position is a full-time position with its principal work place at the Company's headquarters in Bellevue, Washington. While you render services to the Company as Interim CEO, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company; provide...d, however, that you may continue to serve on any boards of directors or committees thereof on which you served as of the Effective Date. By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. View More

Position. Commencing on July 15, 2015, ("Commencement Date"), you will serve the Company as General Counsel and Corporate Secretary (hereinafter referred to as "Employee," "you" or "your"). You will report directly to the Chief Executive Officer of COCP and shall perform all duties incident to the position of General Counsel and Corporate Secretary of Company as well as any other duties as may from time to time be assigned by the Board of Directors of Company or such other person as the Company may design...ate, which duties and authority shall be consistent, and those normally associated, with Employee's position. Employee agrees to abide by all Company by-laws, policies, practices, procedures, or rules, including the Company's standards of business conduct ("SBC"). Employee agrees to devote his best efforts, energies, and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of Company. Employee is not precluded from performing any charitable or civic duties, provided that such duties do not interfere with the performance of his duties as an employee of the Company, do not violate the SBC or cause a conflict of interest. Employee may sit on the boards of non-Company entities during employment only if first approved in writing by the Company's Chief Executive Officer. View More

Position. a. Title. During the Employment Term, Executive shall serve as the Company's Chief Executive Officer and President. In such position, Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Board of Directors of the Company (the "Board"), which duties, authority and responsibility are consistent with the position of Chief Executive Officer and President of the Company. b. Best Efforts. During the Employment Term, Executive will devote Execut...ive's full business time and best efforts to the performance of Executive's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, subject to the prior approval of the Board, from accepting appointment to or continue to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive's duties hereunder or conflict with Section 10. c. Place of Employment. In connection with Executive's employment by the Company, Executive shall not be required to relocate or move from Executive's existing principal residence in Alpharetta, Georgia, and shall not be required to perform services which would make the continuance of Executive's principal residence in Alpharetta, Georgia, unreasonably difficult or inconvenient for Executive. The Company shall give Executive at least six months' advance notice of any proposed relocation of its offices in Ball Ground, Georgia at which Executive's present principal office is located to a location more than 50 miles from such present location, and, if Executive in Executive's sole discretion chooses to relocate Executive's principal residence as a result of such office relocation, the Company shall promptly pay (or reimburse Executive for) all reasonable relocation expenses (consistent with the Company's past practice for similarly situated senior executive officers) incurred by Executive relating to a change of Executive's principal residence in connection with any such relocation of the Company's offices from such present location. View More

Position. a. During the Employment Term, Executive shall serve as the Chairman of the Board and the Chief Executive Officer of each of the Company, Toys "R" Us – Delaware, Inc. and any other indirect Subsidiaries that the board of directors of the Company (the "Board") designates (such entities collectively referred to as the "TRU Group"). In such positions, Executive shall have such duties and authority as determined by the Board and the board of directors of each Subsidiary, as applicable (each, a "Subs...idiary Board") and commensurate with the position of the Chairman of the Board and the Chief Executive Officer of a company of similar size and nature to that of the TRU Group. During the Employment Term, the Executive shall report solely to the Board and each Subsidiary Board, as applicable, and shall serve as the Chairman of the Board and each Subsidiary Board, as applicable. 1 b. During the Employment Term, Executive will devote Executive's full business time and reasonable best efforts to the performance of Executive's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere in any material respect with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from continuing to serve on any board of directors or trustees, advisory board or government commission which is listed on Exhibit A attached hereto, or, subject to the prior approval of the Board, from accepting appointment to serve on any board of directors or trustees of any business corporation or any charitable organization; and provided, further that, the Company understands that Executive will be traveling to the Minneapolis, Minnesota area many weekends during the Employment Term; provided in each case in the aggregate, that such activities do not conflict or interfere with the performance of Executive's duties hereunder or conflict with Section 8. View More

Position. The first two sentences of Section 1 of the Employment Letter are hereby amended in their entirety to read as follows: "Effective August 11, 2013 (the "Amendment Effective Date"), you will serve in the position of Chief Executive Officer. In this role, you will report to the Board of Directors of the Company and will assume and discharge such responsibilities as are commensurate with such position as the Board may direct." 2. Compensation (a) Section 2(a) of the Employment Letter is amended by i...ncreasing your base salary to $525,000 effective as of the Amendment Effective Date. (b) Section 2(b)(iii) is hereby amended in its entirety to read as follows: "For fiscal years subsequent to the year ending December 31, 2013, you will be eligible for an annual bonus, the target of which will be 150% of your base salary, but which amount will be determined in the sole discretion of the Compensation Committee." 3. New Equity. Section 4 is hereby amended by adding a new subsection (c) and (d) to read as follows: "(c) On the Amendment Effective Date, you will be granted 50,000 shares of restricted stock of WebMD (the "New Restricted Stock Grant") under the terms of the Equity Plan. The New Restricted Stock Grant shall vest and the restrictions thereon shall lapse in equal annual installments of 25% commencing on the first anniversary of the Amendment Effective Date (full vesting on the fourth anniversary of the Amendment Effective Date), subject to your continued employment on each such vesting date (except as set forth in Section 5(a) below). The New Restricted Stock Grant will be subject to the terms of the Equity Plan and a restricted stock agreement to be entered into between you and the Company, which agreement will be in substantially the same form provided by the Company to its employees generally. (d) On the Amendment Effective Date, you will be granted a nonqualified option (the "CEO Options") to purchase 300,000 shares of the Company's common stock under the Equity Plan. The per share exercise price is equal to the closing price of the Company's common stock on the Amendment Effective Date and the CEO Options vest, subject to your continued employment on the applicable vesting dates (except as set forth in Section 5(a)), in equal annual installments of 25% commencing on the first anniversary of the Amendment Effective Date (full vesting on the fourth anniversary of the Amendment Effective Date). The CEO Options will have a term of ten years, subject to earlier termination in the event of termination of employment in accordance with the Equity Plan. The CEO Options will be evidenced by the Company's form of option agreement." 4. Termination of Employment. (a) Section 5(a)(ii) contained in the first sentence of Section 5(a) of the Employment Letter is hereby amended in its entirety to read as follows: "(ii) if your termination is effective on or after July 1 of any year subsequent to the year ended December 31, 2013 but before the payment of bonuses for such year, you shall be entitled to the bonus that you would have received for such year at the time that bonuses are paid to other executive officers of the Company, but in no event later than March 15 of the year following the year in which your employment terminates". (b) Section 5(a)(iii) contained in the second sentence of Section 5(a) of the Employment Letter is hereby amended in its entirety to read as follows: "(iii) any of your options to purchase shares of WebMD outstanding on the Amendment Effective Date (including, without limitation, the CEO Options), which remain outstanding at the time of such termination, will be deemed vested on the date of termination and shall remain outstanding as if you remained in the employ of the Company until the first anniversary of such date of termination (but no later than the original expiration date) and (iv) each of the 2013 Restricted Stock Grant and the New Restricted Stock Grant shall be deemed fully vested on the date of termination. View More