Capacity and Performance Clause Samples
Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith.
(b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing.
(c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the busine...
Capacity and Performance. (a) During the Term, the Executive shall be employed by Company on a full-time basis as its Chief Executive Officer and Board Chairman. Executive shall perform such duties and responsibilities as directed by the Board of Directors of the Company (the “Board”), consistent with Executive’s position on behalf of Company.
(b) Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving, with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.
(c) Executive’s employment with Company shall be exclusive with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods, reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder.
(d) During the Term, the Executive will report directly to the Board.
(e) On the Effective Date, the Board shall appoint Executive as the Chief Executive Officer & Chairman of the Board of Directors of the Company a...
Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its Senior VP of Operations reporting to the chief executive officer of the Company (the “CEO”).
(b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time.
(c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto.
(d) During the term hereof, the Executive shall devote her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the performance of the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.
Capacity and Performance. (a) During the Term, the Executive shall serve as the Chief Financial Officer of the Group. The Executive shall report to the Board of Directors of the Parent (the “Board”). In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Group Members if so elected or appointed from time to time.
(b) During the Term, the Executive shall be employed by the Company on a full-time basis, shall work primarily from the Company’s offices in Massachusetts and shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Group as reasonably may be designated from time to time by the Board. During the Term, the Executive shall undertake such business, travel, both domestic and international, as is necessary for the proper performance of his duties to the Group.
(c) During the Term, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and the Group and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the Term of this Agreement, except as may be expressly approved in advance by the Board in writing.
(d) During the Term, the Executive shall:
(i) Not take any action that would harm the reputation of any Group Member;
(ii) Report to the Board his own material wrongdoing and any material wrongdoing or proposed material wrongdoing of any employee or director of any Group Member (whether alone or in concert with any other employee);
(iii) Report to the Board:
(A) the plans of any other senior employee of any Group Member to leave his or her employment;
(B) the plans of any other senior employee of any other Group Member to compete with the business of the Group or of any Group Member; or
(C) the misuse by any employee of any Group Member of any Confidential Information or any Intellectual Property;
(iv) Ensure that he meets the requirements of any regulatory body or any other entity whose consent or approval is required to enable him to undertake any of his duties hereunder; and
(v) When requested to do so, fully and promptly give the Board such explanations, information and assistance as it may require relating to the transactions and affairs of any Group Member...
Capacity and Performance a. During the term hereof, the Executive shall serve the Company as Executive Chairman reporting to the Company’s Board of Directors (the “Board”).
b. During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by an Executive Chairman of a company of comparable size and as may be reasonably designated from time to time by the Board.
c. During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive with the Company or any of its affiliates.
Capacity and Performance. (a) During the term of Executive’s employment hereunder, the Executive shall serve the Company as its Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of the Company and as a director and/or officer of one or more of the Company’s Subsidiaries if so elected or appointed from time to time.
(b) During the term of Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company and its Subsidiaries as may be designated from time to time by the Board of Directors of the Company (the “Board”).
(c) During the term of Executive’s employment hereunder, the Executive shall devote his full business time to the advancement of the business and interests of the Company and its Subsidiaries and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing.
Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company in the position to which he or she is appointed from time to time. Executive’s position as of the date of this Agreement is January 26, 2009. During the term hereof, Executive will be employed by the Company on a full-time basis and shall perform the duties and responsibilities of his or her position and such other duties and responsibilities on behalf of the Company and its Affiliates, reasonably related to that position, as may be designated from time to time by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) or other designee.
(b) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may otherwise be expressly approved in advance by the Compensation Committee or other designee in writing.
Capacity and Performance. (a) During the term hereof, the Employee shall serve as the President of Acquisition. In addition, and without further compensation, the Employee shall serve as a director and/or officer of Acquisition and/or one or more of Acquisition's Affiliates if so elected or appointed from time to time.
(b) During the term hereof, the Employee shall be employed by Acquisition on a full-time basis, shall have all powers and duties consistent with her position, subject to the direction and control of Acquisition's Board of Directors (the "Board"), and shall perform such other duties and responsibilities on behalf of Acquisition and its Affiliates as may reasonably be designated from time to time by the Board or by its designees.
(c) During the term hereof, the Employee shall devote her full business time and her best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of Acquisition and its Affiliates and to the discharge of her duties and responsibilities hereunder. The Employee shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of her duties and responsibilities hereunder.
Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company's subsidiaries if so elected or appointed from time to time. The Company and the Executive acknowledge that the Executive currently is a director of the Company.
(b) During the term hereof, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as the Executive Vice President and Chief Financial Officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of the Company or its or his designees consistent with the Executive's office as set forth above, and shall perform such other duties and responsibilities on behalf of the Company and its subsidiaries as may reasonably be designated from time to time by the Board and the Chief Executive Officer of the Company or its or his designees consistent with the Executive's office as set forth above.
(c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except (i) as set forth on Schedule 1 hereto, or (ii) as may be expressly approved in advance by the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of his duties and responsibilities hereunder.
(d) The Company shall not require the Executive to relocate or reassign the Executive to any location beyond a fifty (50) mile radius of the location of the Company's headquarters as of the date hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.
Capacity and Performance. (a) During the Term hereof, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company and its Affiliates as may be designated from time to time consistent with her position. In addition, and without further compensation, the Executive 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.
(b) During the Term hereof, the Executive shall devote her best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of her duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental, academic, civic or charitable position during the Term of this Agreement, except as may be approved by the Board of Directors of the Company (the “Board”), or its Compensation Committee (the “Committee”) or its designee.