Roles and Duties Contract Clauses (46)

Roles and Duties. Subject to the terms and conditions of this Agreement, Company shall employ Executive as its Chief Financial Officer ("CFO") reporting to Company's Chief Executive Officer ("CEO"). Executive accepts such employment upon the terms and conditions set forth herein, and agrees to perform to the best of Executive's ability the duties normally associated with such position and as determined by Company in its sole discretion. During Executive's employment, Executive shall devote all of Executive's... business time and energies to the business and affairs of Company, provided that nothing contained in this Section 1 shall prevent or limit Executive's right to manage Executive's personal investments on Executive's own personal time, including, without limitation the right to make passive investments in the securities of: (a) any entity which Executive does not control, directly or indirectly, and which does not compete with Company, or (b) any publicly held entity so long as Executive's aggregate direct and indirect interest does not exceed two percent (2%) of the issued and outstanding securities of any class of securities of such publicly held entity. During Executive's employment, Executive shall not engage in any other non-Company related business activities of any nature whatsoever (including board memberships) without Company's prior written consent, except that Executive may be involved in civic and charitable activities so long as such activities do not interfere with Executive's duties for Company, provided that Executive shall not serve in any official capacity, including as a member of a board, without the prior written approval of Company. View More

Roles and Duties. (a) Chief Executive Officer Role. Subject to the terms and conditions of this Agreement, the Company shall employ Executive as its Chief Executive Officer, reporting to the Company's Board of Directors (the "Board"). The Executive shall have such duties and responsibilities as are reasonably determined by the Board of Directors and are consistent with the duties customarily performed by a chief executive officer of a similarly situated company in the United States. Executive accepts such... employment upon the terms and conditions set forth herein, and agrees to perform such duties and discharge such responsibilities to the best of Executive's ability. During Executive's employment, Executive shall devote all of Executive's business time and energies to the business and affairs of the Company. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit; (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses or charitable, educational or civic organizations; (iii) engaging in charitable activities and community affairs; and (iv) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), (iii) and (iv) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder. (b) Board Membership. Executive shall serve as a member of the Board during Executive's employment hereunder until the term of his directorship expires and he is not re-elected or his earlier resignation or removal from the Board. During the Term (as defined below), the Company or the applicable Board committee will recommend to the Board for nomination, and the Board shall nominate the Executive for reelection to the Board. Executive's service as a Board member shall be without further compensation. Executive shall resign from the Board effective immediately upon the termination of Executive's employment with the Company for any reason, and in the absence of any other written resignation proffered to the Board, this agreement, upon such termination, shall constitute such a written resignation. View More