Common use of Services and Duties Clause in Contracts

Services and Duties. From and after the date hereof (the “Effective Date”), Executive shall be employed by the Company in the capacity of its President. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (iii) engaging in investment activities expressly permitted by Exhibit A hereto.

Services and Duties. From and after the date hereof (the “Effective Date”), Executive shall be employed by the Company in the capacity of its PresidentSenior Managing Director. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (iii) engaging in investment activities expressly permitted by Exhibit A hereto.

Services and Duties. From Subject to Section 3 hereof, from and after the date hereof (the “Effective Date”), Executive shall shall, pursuant to the terms of this Agreement, be employed by the Company Employer in the capacity Position and shall report directly to the Chief Executive Officer of its Presidentthe Company (the “CEO”). During the Term (as defined in Section 3), Executive shall be a full-time employee of the Company Employer and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will shall perform such duties consistent with his executive position hereunder as are required by the Company from time to time time, including serving in the Position, and such other duties that are normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCEO. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorships unrelated to the Company civic or political activities, (ii) engaging in personal investment activities for Executive that do not give rise to any conflicts of interest with the Company or its Affiliates (as defined below) or (iii) subject to prior approval of the CEO, accepting directorships unrelated to Xxxxxx X. Xxxxxxxx 1 Employment Agreement (Effective 1/1/16) the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as the interests in (i), (ii) engaging in charitable and civic activities, so long as such outside interests (iii) above do not interfere interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, including the restrictive covenants set forth in Section 7 hereof, or in any other agreement between Executive and the Company (iii) engaging in investment activities expressly permitted by Exhibit A heretothe “Restrictive Covenants”).

Services and Duties. From and after As of the date hereof (the “Effective Date”), Executive shall serve as Executive Vice President of Engineering and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed by the Company in Company, Executive agrees to devote substantially all of his working time and efforts to the capacity of its President. Executive shall be a full-time employee business and affairs of the Company and shall dedicate substantially all its subsidiaries, subject to periods of Executive’s working time vacation and sick leave to the Company which he is entitled pursuant to this Agreement and its Affiliates applicable law and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions in accordance with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activitiespreclude Executive, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such outside participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests do not interfere of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the performance provisions of Executive’s duties hereunder, Section 5 below (whether or not for Cause (iii) engaging in investment activities expressly permitted by Exhibit A heretoas defined below)).

Services and Duties. From and after the date hereof (the “Effective Date”), Executive shall be employed by the Company in the capacity of its PresidentChairman and Chief Executive Officer. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (iii) engaging in investment activities expressly permitted by Exhibit A hereto.

Services and Duties. From The Company hereby employs Executive, and after the date hereof (the “Effective Date”), Executive shall be employed by hereby accepts employment from the Company in the capacity of its PresidentGeneral Counsel to work in the Rochester, New York area. Executives will report directly to the Company’s Chief Executive Officer (‘CEO”). Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with the Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to the Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCEO. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for herself and her family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyBoard, accepting directorships unrelated to the Company that do not give rise to any conflicts conflict of interest interests with the Company or its Affiliates, affiliates and (iiiii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s other duties hereunder, or (iii) engaging in investment activities expressly permitted by Exhibit A hereto.

Services and Duties. From Subject to Section 6 hereof, from and after the date hereof Closing Date of the Merger (which shall be the “"Effective Date”" of this Agreement), Executive shall be employed by the Company in the capacity of its PresidentCo-Chief Executive Officer; in such capacity Executive shall report directly to the Company's Board of Directors (the "Board"). The principal location of Executive's employment with the Company shall be the same as the Executive's current principal location of employment with ARC, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s 's working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s 's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s 's position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates's position, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for the Executive and the Executive's family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyBoard, accepting directorships unrelated to the Company that do not give rise to any conflicts conflict of interest interests with the Company or its Affiliates, affiliates and (iiiii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of the Executive’s 's duties hereunder, or (iii) engaging in investment . The Company acknowledges and approves the current activities expressly permitted by Exhibit A of the Executive as set forth on Schedule 1 hereto.

Services and Duties. From and after the date hereof (the “Effective Date”), Executive shall be employed by the Company in the capacity of its PresidentChairman and Chief Executive Officer. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (iii) engaging in investment activities expressly permitted by Exhibit A hereto.

Services and Duties. From and after the date hereof As of August 21, 2015 (the “"Effective Date”"), Executive shall serve as Chief Financial Officer and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of the Parent (the “Board of Directors”). While employed by the Company in Company, Executive agrees to devote substantially all of her working time and efforts to the capacity of its President. Executive shall be a full-time employee business and affairs of the Company and shall dedicate substantially all its subsidiaries, subject to periods of Executive’s working time vacation and sick leave to the Company which she is entitled pursuant to this Agreement and its Affiliates applicable law and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions in accordance with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activitiespreclude Executive, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 7(c)) or of charitable, religious, social or educational organizations in so far as such outside participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of her obligations to the Company. Executive agrees to discharge her duties diligently, faithfully and in the best interests do not interfere of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the performance provisions of Executive’s duties hereunder, Section 6 below (whether or not for Cause (iii) engaging in investment activities expressly permitted by Exhibit A heretoas defined below)).

Services and Duties. From and after the date hereof Effective Date through the Initial Term and any Renewal Term each as defined in Section 2 (collectively the “Effective DateEmployment Period”), Executive shall be employed by the Company in the capacity of its PresidentChief Executive Officer, and shall serve as a Director of the Board of Directors of the Company (the “Board”). The principal location of Executive’s employment with Employer shall be such present location at which Employer maintains its principal location, although Executive understands and agrees that Executive may also be required to travel for business reasons. Executive shall be a full-devote his full business time employee to overseeing the strategic and business affairs of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this AgreementCompany. Executive will perform such duties as are required by the Company Employer from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company Employer and with its Affiliates, as may be assigned to Executive from time to time by the Governing BodyBoard consistent with the terms of this Agreement. The “Governing Body” means AGM ManagementExecutive shall follow and comply with all policies and procedures and compliance manuals adopted by or in respect of Employer and its Affiliates, LLC for so long as it is designated as the principal governing body of the Company pursuant may be applicable to the Shareholders Agreement and thereafter, the BoardExecutive. Notwithstanding the foregoing, and other than with respect to board and/or outside positions held as of the date hereof, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing BodyBoard, accepting directorships unrelated to the Company Employer that do not give rise to any conflicts conflict of interest interests with the Company Employer or its Affiliates, Affiliates and (ii) engaging in charitable and civic activities, so long as such outside interests do not materially interfere with the performance of Executive’s duties hereunder, or (iii) engaging in investment activities expressly permitted by Exhibit A hereto.

Services and Duties. From and after As of the date hereof (the “Effective Date”), Executive shall serve as Chief Operating Officer of the Company and in such position shall have the primary, direct and supervisory duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of the Company (the “Board of Directors”). While employed by the Company in Company, Executive agrees to devote substantially all of his working time and efforts to the capacity of its President. Executive shall be a full-time employee business and affairs of the Company and shall dedicate substantially all its subsidiaries, subject to periods of Executive’s working time vacation and sick leave to the Company which he is entitled pursuant to this Agreement and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions in accordance with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activitiespreclude Executive, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity, (other than a business entity in a competitive business as described in Section 6(c)) or of charitable, religious, social or educational organizations in so far as such outside interests do participation or service does not interfere unreasonably interfere, individually or in the aggregate, with the Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligently, faithfully and consistent with his understanding of the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s duties hereunder, employment at any time for any reason or no reason (iii) engaging in investment activities expressly permitted by Exhibit A heretoand whether or not for Cause (as defined below)).

Services and Duties. From The Company hereby employs Executive, and after the date hereof (the “Effective Date”), Executive shall be employed by hereby accepts employment from the Company in the capacity of its PresidentChief Executive Officer to work in the Rochester, New York area. Executive will report directly to the Company’s Board of Directors (“Board”). Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with the Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to the Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Company’s Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyBoard, accepting directorships unrelated to the Company that do not give rise to any conflicts conflict of interest interests with the Company or its Affiliatesaffiliates, (iiiii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s his duties hereunder, or and (iiiiv) engaging in investment activities expressly permitted by Exhibit A heretocontinuing to serve on the boards of Associated Press, Newspaper Association of America and the Inland Press Association.

Services and Duties. From Subject to Section 2 hereof, from and after the date hereof (the “Effective Date”), Executive shall shall, pursuant to the terms of this Agreement, be employed by the Company as the Executive Vice President – Chief Investment Officer of the Company. The principal location of Executive’s employment with the Company shall be at the Company’s headquarters in Long Beach, California, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the capacity of its President. Term (as defined in Section 2), Executive shall be a full-time employee of the Company and Company, shall dedicate substantially all of Executive’s working time to the Company and its Affiliates Company, and shall have no other employment and no or other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform shall have such authorities, duties and responsibilities as are required by the Company Company’s chief executive officer (or his delegate) may from time to time assign to him and normally associated reasonably consistent with Executive’s position, together those customarily performed by an officer holding the position set forth above with such additional duties, commensurate with Executive’s positions with the Company a company having a similar size and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body nature of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated participating in trade associations or industry organizations which are related to the Company that do not give rise to any conflicts business of interest with the Company or its Affiliates, (ii) engaging in charitable and charitable, civic or political activities, so long as such outside interests do not interfere materially interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder. Executive agrees that he shall comply with the corporate policies of the Company as they are in effect from time to time throughout the Term (including, or (iii) engaging in investment activities expressly permitted by Exhibit A heretowithout limitation, the Company’s business conduct and ethics policies, as they may change from time to time).

Services and Duties. From and after the date hereof (the “Effective Date”), Executive shall be employed by the Company in the capacity of its PresidentSenior Managing Director. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (iii) engaging in investment activities expressly permitted by Exhibit A hereto.

Services and Duties. From Subject to Section 2 hereof, from and after the date hereof (the “Effective Date”), Executive shall shall, pursuant to the terms of this Agreement, be employed by the Company as the Executive Vice President – Chief Financial Officer of the Company. The principal location of Executive’s employment with the Company shall be at the Company’s headquarters in Long Beach, California, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the capacity of its President. Term (as defined in Section 2), Executive shall be a full-time employee of the Company and Company, shall dedicate substantially all of Executive’s working time to the Company and its Affiliates Company, and shall have no other employment and no or other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform shall have such authorities, duties and responsibilities as are required by the Company Company’s chief executive officer (or his delegate) may from time to time assign to him and normally associated reasonably consistent with Executive’s position, together those customarily performed by an officer holding the position set forth above with such additional duties, commensurate with Executive’s positions with the Company a company having a similar size and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body nature of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated participating in trade associations or industry organizations which are related to the Company that do not give rise to any conflicts business of interest with the Company or its Affiliates, (ii) engaging in charitable and charitable, civic or political activities, so long as such outside interests do not interfere materially interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder. Executive agrees that he shall comply with the corporate policies of the Company as they are in effect from time to time throughout the Term (including, or (iii) engaging in investment activities expressly permitted by Exhibit A heretowithout limitation, the Company’s business conduct and ethics policies, as they may change from time to time).