Common use of Duties and Status Clause in Contracts

Duties and Status. The Company hereby engages Executive as Chief Executive Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors of the Company (the “Board”), and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation and By-laws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement.

Appears in 4 contracts

Samples: Employment Agreement (Fuelstream INC), Employment Agreement (Fuelstream INC), Employment Agreement (Miller Petroleum Inc)

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Duties and Status. The Company hereby engages Executive as Chief Executive Officer Senior Vice President and General Counsel of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the “Board”)Company, and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s 's position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws of the CompanyCompany as in effect from time to time (the “Charter and Bylaws”). Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board of Directors (the “Board”) of the Company from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Miller Energy Resources, Inc.), Employment Agreement (Miller Energy Resources, Inc.)

Duties and Status. The Company hereby engages Executive as Chief Executive Officer Chairman of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the “Board”)Company, and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably determined by the Chief Executive Officer and the Chief Operating Officer of the Company and as may be otherwise associated with Executive’s 's position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws of the CompanyCompany as in effect from time to time (the “Charter and Bylaws”). Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board of Directors (the “Board”) of the Company from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Miller Energy Resources, Inc.), Employment Agreement (Miller Energy Resources, Inc.)

Duties and Status. The Company hereby engages Executive as Chief Executive Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors of the Company (the “Board”), and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s 's position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws of the CompanyCompany as in effect from time to time (the “Charter and Bylaws”). Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Miller Energy Resources, Inc.), Employment Agreement (Miller Energy Resources, Inc.)

Duties and Status. The Company hereby engages Executive as President and, until such time as the Board of Directors (the “Board”) of the Company, shall appoint someone else to the position, as acting Chief Executive Financial Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the “Board”)Company, and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s 's position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws of the CompanyCompany as in effect from time to time (the “Charter and Bylaws”). Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Miller Energy Resources, Inc.), Employment Agreement (Miller Energy Resources, Inc.)

Duties and Status. The Company hereby engages Executive as Chief Operating Officer of the Company and as Chief Executive Officer of the Company Company's wholly owned subsidiary, Xxxx Inlet Energy, LLC on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the “Board”)Company, and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s 's position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws of the CompanyCompany as in effect from time to time (the “Charter and Bylaws”). Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board of Directors (the “Board”) of the Company from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Miller Energy Resources, Inc.), Employment Agreement (Miller Energy Resources, Inc.)

Duties and Status. The Company hereby engages Executive as Chief Executive Medical Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors of the Company (the “Board”), and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate Articles of Incorporation and By-laws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his her duties in a manner consistent with the best interests of the Company and shall perform his her duties to the best of his her ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business her time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreementforegoing, it shall not be a breach or violation of nothing in this Agreement for shall restrict the Executive from devoting time to (i) serve on corporate (subject to approval of the BoardBoard approval), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage passive personal real estate investments, so long private business affairs such as ST Medical Services, LLC, educational and charitable interests, provided that none of such activities do not significantly interfere activities, individually or in the aggregate, interferes with or significantly detract from the performance of her duties and responsibilities hereunder or conflicts or competes with the Executive’s responsibilities to interests of the Company in accordance with this AgreementCompany.

Appears in 1 contract

Samples: Employment Agreement (Healthcare Integrated Technologies Inc.)

Duties and Status. The Company hereby engages Executive as Chief Executive Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors of the Company (the “Board”), and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate Articles of Incorporation and By-laws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreementforegoing, it shall not be a breach or violation of nothing in this Agreement for shall restrict the Executive from devoting time to (i) serve on corporate (subject to approval of the BoardBoard approval), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage passive personal real estate investments, so long as private business affairs, educational and charitable interests, provided that none of such activities do not significantly interfere activities, individually or in the aggregate, interferes with or significantly detract from the performance of his duties and responsibilities hereunder or conflicts or competes with the Executive’s responsibilities to interests of the Company in accordance with this AgreementCompany.

Appears in 1 contract

Samples: Employment Agreement (Grasshopper Staffing, Inc.)

Duties and Status. The Company hereby engages Executive as Chief Executive Officer President of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the “BoardChief Executive Officer”), and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation and By-laws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committeescommittees including the Board of Trustees of Scripps College, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investmentsinvestments and serve as a Senior Advisor of Bristol Capital, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Miller Energy Resources, Inc.)

Duties and Status. The Company hereby engages Executive as its Vice President and Chief Executive Accounting Officer of and, on a temporary basis until such time as the Board determines that such appointment shall be made permanent or a successor is appointed, as the Company’s Interim Chief Financial Officer, or such other position as the Company may require from time to time, on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the “Board”)Company, and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws Bylaws of the CompanyCompany as in effect from time to time (the “Charter and Bylaws”). Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Miller Energy Resources, Inc.)

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Duties and Status. The Company hereby engages Executive as Chief Executive Technology Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer (CEO) of the Company (the “Board”)Company, and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate Articles of Incorporation and By-laws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board CEO from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreementforegoing, it shall not be a breach or violation of nothing in this Agreement for shall restrict the Executive from devoting time to (i) serve on corporate activities (subject to approval of the BoardCEO or Board approval), civic passive personal investments and activities, private business affairs, educational and charitable interests, provided that none of such activities, individually or charitable boards or committeesin the aggregate, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere interferes with or significantly detract from the performance of his duties and responsibilities hereunder or conflicts or competes with the Executive’s responsibilities to interests of the Company in accordance with this AgreementCompany.

Appears in 1 contract

Samples: Employment Agreement (Healthcare Integrated Technologies Inc.)

Duties and Status. The Company hereby engages Executive as Chief Executive Financial Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the “Board”)Company, and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws of the CompanyCompany as in effect from time to time (the “Charter and Bylaws”). Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. The Company shall establish an office in Houston, Texas from which Executive shall be allowed to work, with the understanding that travel may be required from time to time.

Appears in 1 contract

Samples: Employment Agreement (Miller Energy Resources, Inc.)

Duties and Status. The Company hereby engages Executive as Chief Executive Financial Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors of the Company (the “Board”), and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate Articles of Incorporation and By-laws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreementforegoing, it shall not be a breach or violation of nothing in this Agreement for shall restrict the Executive from devoting time to (i) serve on corporate (subject to approval of the BoardBoard approval), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage passive personal real estate investments, so long as private business affairs, educational and charitable interests, provided that none of such activities do not significantly interfere activities, individually or in the aggregate, interferes with or significantly detract from the performance of his duties and responsibilities hereunder or conflicts or competes with the Executive’s responsibilities to interests of the Company in accordance with this AgreementCompany.

Appears in 1 contract

Samples: Employment Agreement (Healthcare Integrated Technologies Inc.)

Duties and Status. The Company hereby engages Executive as its Senior Vice President and Chief Executive Officer of Financial Officer, and such other positions as the Company may require from time to time, on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the “Board”)Company, and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws Bylaws of the CompanyCompany as in effect from time to time (the “Charter and Bylaws”). Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Company’s Board of Directors (the “Board”) from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Board), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Miller Energy Resources, Inc.)

Duties and Status. The Company hereby engages Executive as Chief Executive Financial Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer of the Company (the BoardCEO”), and . Executive shall exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws Bylaws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board Board, from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the BoardCEO), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Miller Petroleum Inc)

Duties and Status. The Company hereby engages Executive as Chief Executive Officer of the Company Senior Vice President and General Counsel on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors Chief Executive Officer (“CEO”) and President of the Company (the “Board”), and Company. Executive shall exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Certificate of Incorporation Charter and By-laws Bylaws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and its subsidiaries and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Company’s Board of Directors, from time to time. Executive further agrees to devote his entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the BoardCEO), civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal real estate investmentsundertake pro xxxx or other uncompensated legal projects, so long as such activities do not (A) result in a conflict of interest (as determined in accordance with Rule 1.7 of the New York Rules of Professional Responsibility) with the affairs of the Company or (B) significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement; or (iv) engage in the Non-Xxxxxx Work contemplated by Section 19 (Relocation and the Transition Period), below. The Company acknowledges that the Executive is licensed to practice law in the States of New York and Utah only, and the Executive agrees to apply for and maintain such licenses as are required to practice law as an in-house counsel in the State of Tennessee (within such time frames are required by the applicable laws, regulations and rules of the State of Tennessee and the Bar of Tennessee). The Executive will continue to maintain his New York law license (and, when granted, Tennessee license), but shall be free, at Executive’s sole option, to surrender or retire his license to practice law in the State of Utah.

Appears in 1 contract

Samples: Employment Agreement (Miller Energy Resources, Inc.)

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