Common use of DUTIES; CONFLICTS Clause in Contracts

DUTIES; CONFLICTS. During the Employment Term, except during vacations and authorized leave, Executive will (A) devote such time as is necessary to fulfill Executive’s responsibilities as Executive Chair, (B) devote Executive’s reasonable best efforts to the performance of Executive’s duties hereunder, and (C) not engage in any other business, profession, or occupation for compensation or otherwise that would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board (which consent shall not be unreasonably withheld); provided that nothing herein shall preclude Executive from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior written approval of the Board (which approval shall not be unreasonably withheld), from accepting appointment to any board of directors or trustees of any business, corporation or charitable organization (it being understood that Executive may continue to serve on any board of directors or trustees of any business, corporation or charitable organization on which Executive serves as of the Commencement Date); provided that, in each case (including with respect to any board of directors or trustees of any business, corporation or charitable organization on which Executive serves as of the Commencement Date), such activities described in this Section 2(b) do not conflict or interfere in more than a de minimis way with the performance of Executive’s duties hereunder or violate Sections 9 and 10 of this Agreement or the provisions of the Company’s Corporate Governance Guidelines as in effect from time to time.

DUTIES; CONFLICTS. (i) During the Employment TermCEO Period, except during vacations and authorized leave, Executive will devote Executive’s full business time and reasonable best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board (which consent shall not be unreasonably withheld). (ii) During the Executive Chair Period, except during vacations and authorized leave, Executive will (A) devote such time as is necessary to fulfill Executive’s responsibilities as Executive Chair, (B) devote Executive’s reasonable best efforts to the performance of Executive’s duties hereunder, and (C) not engage in any other business, profession, or occupation for compensation or otherwise that would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board (which consent shall not be unreasonably withheld); provided that . (iii) Notwithstanding anything to the contrary in this Section 2(b), nothing herein shall preclude Executive from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior written approval of the Board (which approval shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board boards of directors or trustees of any business, corporation or charitable organization (it being understood that Executive may continue to serve on any board of directors or trustees of any business, corporation or charitable organization on which Executive serves as of the Commencement Date)organization; provided that, in each case (including with respect to any board of directors or trustees of any business, corporation or charitable organization on which Executive serves as of the Commencement Date)case, such activities described in this Section 2(b) do not conflict or interfere in more than a de minimis way with the performance of Executive’s duties hereunder or violate Sections 8 and 9 and 10 of this Agreement or the provisions of the Company’s Corporate Governance Guidelines as in effect from time to time.