Retention and Duties Contract Clauses (34)

Retention and Duties. (a) The Company hereby engages and employs Executive for the Term (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Term, Executive shall serve as the Executive Vice President, Chief Merchandising Officer of the Company and President, Harmon Face Values, and shall have such duties and responsibilities t...hat are consistent with such positions. Executive shall report directly to the Company's Chief Executive Officer ("CEO"). In addition, the CEO may from time to time, in his or her sole discretion, assign to the Executive such other duties, authorities and responsibilities that are not inconsistent with the Executive's position as the Chief Merchandising Officer of the Company and President, Harmon Face Values, including without limitation, service as an officer and/or on the boards of directors and committees of one or more of the Company's subsidiaries, in each case, without additional compensation. (c) Executive shall be located and perform his principal duties hereunder at the Company's principal headquarters located in Union, New Jersey. Executive acknowledges and agrees that he will be expected to establish a residence in the New York metropolitan area as soon as reasonably practicable following the Start Date, but in no event later than six (6) months following the Start Date. Notwithstanding the foregoing, Executive agrees and acknowledges that significant travel may be part of the performance of his services hereunder. (d) During the Term, Executive shall devote his entire working time, attention, and energies to the Company and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Company's Board of Directors (the "Board"); provided, however, that the foregoing is not intended to restrict Executive's ability to (i) serve on the boards of civic or charitable organizations, or (ii) serve on the board of directors of Acosta, Inc., and, following the twenty-four (24) month anniversary of the Start Date, on any other board with the prior written consent of the CEO (subject in any event to compliance with the Company's Corporate Governance Guidelines); provided, that the foregoing activities are not competitive with the business of the Company and do not interfere or conflict with Executive's duties and obligations on behalf of the Company or create a potential business or fiduciary conflict of interest. Executive agrees to use his reasonable best efforts to perform his duties and responsibilities within, and agrees to abide by, the Company's written general employment policies and practices and such other reasonable policies, practices and restrictions as the Company shall from time to time establish and maintain for its executives, including, without limitation, the Company's Corporate Governance Guidelines and Policy of Ethical Standards for Business Conduct. View More

Retention and Duties. 1.1 Retention. The Company does hereby hire, engage and employ the Officer beginning on the date first set forth above (the "Effective Date"), and concluding on the last day of the Period of Employment (as such term is defined in Section 2) on the terms and conditions expressly set forth in this Agreement. The Officer does hereby accept and agree to such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement. 1.2 Duties. During the Period of Employme...nt, the Officer shall serve the Company as its Senior Vice President, Corporate Strategy & Communications and shall have the powers, authorities, duties and obligations of management usually vested in such position of a company of a similar size and similar nature as the Company, and such other powers, authorities, duties and obligations commensurate with such position as the Company's Board of Directors (the "Board") or the Company's Chief Executive Officer may assign from time to time, all subject to the directives of the Board and the corporate policies of the Company as they are in effect from time to time throughout the Period of Employment (including, without limitation, the Company's business conduct and ethics policies, as they may change from time to time). 1.3 No Other Employment; Minimum Time Commitment. During the Period of Employment, the Officer shall (i) devote substantially all of the Officer's business time, energy and skill to the performance of the Officer's duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his/her abilities, and (iii) hold no other employment. The Officer's service on the boards of directors (or 1 similar body) of other for-profit business entities is subject to the approval of the Board. The Company shall have the right to require the Officer to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) on which he may then serve if the Board reasonably determines that the Officer's service on such board or body interferes with the effective discharge of the Officer's duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company or any of its Affiliates (as such term is defined in Section 5.5), successors or assigns. 1.4 No Breach of Contract. The Officer hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Officer and the Company and the performance by the Officer of the Officer's duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which the Officer is a party or otherwise bound or any judgment, order or decree to which the Officer is subject; (ii) the Officer has no information (including, without limitation, confidential information and trade secrets) relating to any other Person (as such term is defined in Section 5.5) which would prevent, or be violated by, the Officer entering into this Agreement or carrying out his/her duties hereunder; (iii) the Officer is not bound by any employment, consulting, non-compete, confidentiality, trade secret or similar agreement with any other Person; and (iv) the Officer understands the Company will rely upon the accuracy and truth of the representations and warranties of the Officer set forth herein and the Officer consents to such reliance. 1.5 Location. The Officer's principal place of employment shall be in Leawood, Kansas. The Officer agrees that he/she will be regularly present at that office. The Officer acknowledges that he/she will be required to travel from time to time in the course of performing his/her duties for the Company including periodically to Beijing, China. View More