Duties, etc. 3.1 During the continuance of his employment the Appointee will (a) perform such duties as may from time to time be assigned to him by the board of directors of the Company, whether those duties relate to the business of the Company or to the business of any Associated Company; (b) in all respects comply with directions given by or under the authority of the Board; (c) use all reasonable endeavours to promote the interests of the Company; and (d) unless prevented by incapacity, devote the whole of his time, attention and ability during his agreed hours of work to the performance of his duties under this Agreement. PROVIDED ALWAYS that the Appointee shall not be expected to carry out such duties which would not be in the normal course of business considered to be commensurate with that of a Managing Director. 3.2 The agreed hours of work of the Appointee will be normal business hours and such other hours as may be required for the proper performance of his duties under this Agreement; and he will perform those duties at such place or places in the United Kingdom as the Board may from time to time determine but he shall not be required (except for occasional visits in the ordinary course of his duties) to go to or reside in other parts of the world. 4.1 During the continuance of his employment the Appointee will be entitled to a salary at the rate of (pound)95,000 per annum (or such higher rate as may from time to time be agreed between the parties). 4.2 The Appointee's salary will accrue from day to day, be payable by equal monthly instalments on the last day of each month, and be inclusive of any remuneration to which he may be or become entitled as a director of the Company or of any of its subsidiaries or associates for the time being. 4.3 The Appointee shall not be entitled to any other salary or fees as an executive director or employee of the Company or any Associated Company and the Appointee shall, as the Company may direct, either waive his right to any such salary or fees or account for the same to the Company.
Appears in 2 contracts
Sources: Service Agreement (Scoop Inc/De), Service Agreement (Scoop Inc/De)
Duties, etc. 3.1 2.1. During the continuance of his employment the Appointee Employee agrees to devote his full time and best efforts, skill and abilities to the business and affairs of the Company and will:
2.1.1. perform:
(aA) perform the day to day management duties consistent with the position of the Managing Director of the Company; and
(B) such other duties as may from time to time be assigned to him by the board of directors of the CompanyBoard, whether those duties relate to the business of the Company or to the business of any Associated subsidiary or associate of the Company;
(b) 2.1.2. in all respects comply with directions given by or under the authority of the Board;
(c) 2.1.3. use all his reasonable endeavours endeavors to promote the interests of the Company; and3
(d) 2.1.4. unless prevented by incapacityincapacity or disability, devote the whole of his time, time and attention and ability during his agreed usual business hours of work to the performance of his duties under this Agreement; and
2.1.5. PROVIDED ALWAYS not carry on or be interested, directly or indirectly, in a Competing Business (as defined in clause 8.1.1. hereof) without the prior written consent of the Board.
2.2. Provided, that the Appointee foregoing shall not be expected limit the Employee from performing charitable activities, managing personal passive investments or serving on the board of directors of another entity to carry out the extent that such outside activities do not in any material way detract from the Employee's performance of his duties which would not be in hereunder or conflict with the normal course provisions of business considered to be commensurate with that of a Managing Directorthis Agreement.
3.2 2.3. The agreed hours of work of the Appointee Employee will be normal business hours and such other hours as may be required for the proper performance of his duties under this Agreement; and he will perform those duties at such place or places in the Cambridge, United Kingdom as the Board may from time to time determine but Kingdom. The Employee acknowledges that he shall not will be required (except for occasional visits to travel in the ordinary course of his duties) to go to or reside in other parts of the world.
4.1 During Company's business as the continuance of his employment the Appointee will be entitled to a salary at the rate of (pound)95,000 per annum (or such higher rate as may from time to time be agreed between the parties).
4.2 The Appointee's salary will accrue from day to day, be payable by equal monthly instalments on the last day of each month, and be inclusive of any remuneration to which he may be or become entitled as a director reasonable needs of the Company or of any of its subsidiaries or associates for shall require. Notwithstanding the time beingforegoing, the Company shall not relocate the Employee from Cambridge, England, without the Employee's prior written consent.
4.3 The Appointee 2.4. Notwithstanding the foregoing provisions of this clause, if notice is served by either party pursuant to clause 9.1 below, for up to a maximum of six (6) months the Company shall not be entitled obliged to provide any work for the Employee or to assign to or vest in the Employee any powers, duties or functions and may in its discretion suspend the Employee on full salary and other salary or fees contractual benefits save as an executive director or employee below and require the Employee: not to enter any premises of the Company or any Associated Company and the Appointee shall, as subsidiary or associate of the Company may direct(except GFI Caminus LLC in accordance with the provisions of the LLC Agreement as defined in Clause 9.4); to abstain from contacting any customers, either waive clients or employees of the Company or any subsidiary or associate of the Company; and to resign from all offices in the Company, or any subsidiary or associate of the Company (except GFI Caminus, LLC in accordance with the provisions of the LLC Agreement). The Employee irrevocably authorizes the Company in his right name and on his behalf to execute all documents and do all things necessary to effect the resignations referred to herein, in the event of his failure to do so. The Employee shall not be employed by or provide services to any third party during the period for which he is suspended pursuant to this clause. Unless such salary or fees or account suspension is for Cause (as defined in Section 9.2 below), the same Employee shall be entitled to a bonus in respect of the Company.period of any such suspension; provided,
Appears in 1 contract
Sources: Service Agreement (Caminus Corp)
Duties, etc. 3.1 2.1. During the continuance of his employment the Appointee Employee agrees to devote his full time and best efforts, skill and abilities to the business and affairs of the Company and will:
2.1.1. perform:
(aA) perform the day to day management duties consistent with the position of Chief Executive Officer of the Company; and
(B) such other duties as may from time to time be assigned to him by the board of directors of the CompanyBoard, whether those duties relate to the business of the Company or to the business of any Associated subsidiary or associate of the Company;
(b) 2.1.2. in all respects comply with directions given by or under the authority of the Board;
(c) 2.1.3. use all his reasonable endeavours endeavors to promote the interests of the Company; and;
(d) 2.1.4. unless prevented by incapacityincapacity or disability, devote the whole of his time, time and attention and ability during his agreed usual business hours of work to the performance of his duties under this Agreement; and 3
2.1.5. PROVIDED ALWAYS not carry on or be interested, directly or indirectly, in a Competing Business (as defined in Section 8.1.1 hereof) without the prior written consent of the Board.
2.2. Provided, that the Appointee foregoing shall not be expected limit the Employee from performing charitable activities, managing personal passive investments or serving on the board of directors of another entity to carry out the extent that such outside activities do not in any material way detract from the Employee's performance of his duties which would not be in hereunder or conflict with the normal course provisions of business considered to be commensurate with that of a Managing Directorthis Agreement.
3.2 2.3. The agreed hours of work of the Appointee Employee will be normal business hours and such other hours as may be required for the proper performance of his duties under this Agreement; and he will perform those duties at such place or places in the Cambridge, United Kingdom as the Board may from time to time determine but Kingdom. The Employee acknowledges that he shall not will be required (except for occasional visits to travel in the ordinary course of his duties) to go to or reside in other parts of the world.
4.1 During Company's business as the continuance of his employment the Appointee will be entitled to a salary at the rate of (pound)95,000 per annum (or such higher rate as may from time to time be agreed between the parties).
4.2 The Appointee's salary will accrue from day to day, be payable by equal monthly instalments on the last day of each month, and be inclusive of any remuneration to which he may be or become entitled as a director reasonable needs of the Company or of any of its subsidiaries or associates for shall require. Notwithstanding the time beingforegoing, the Company shall not relocate the Employee from Cambridge, England, without the Employee's prior written consent.
4.3 The Appointee 2.4. Notwithstanding the foregoing provisions of this clause, if notice is served by either party pursuant to clause 9.1 below, for up to a maximum of six (6) months the Company shall not be entitled obliged to provide any work for the Employee or to assign to or vest in the Employee any powers, duties or functions and may in its discretion suspend the Employee on full salary and other salary or fees contractual benefits save as an executive director or employee below and require the Employee: not to enter any premises of the Company or any Associated Company and the Appointee shall, as subsidiary or associate of the Company may direct(except GFI Caminus LLC in accordance with the provisions of the LLC Agreement as defined in Clause 9.4); to abstain from contacting any customers, either waive clients or employees of the Company or any subsidiary or associate of the Company; and to resign from all offices in the Company, or any subsidiary or associate of the Company (except GFI Caminus LLC in accordance with the provisions of the LLC Agreement). The Employee irrevocably authorises the Company in his right name and on his behalf to execute all documents and do all things necessary to effect the resignations referred to herein, in the event of his failure to do so. The Employee shall not be employed by or provide services to any third party during the period for which he is suspended pursuant to this clause. Unless such salary or fees or account suspension is for Cause (as defined in Section 9.2 below), the same Employee shall be entitled to a bonus in respect of the Companyperiod of any such suspension; provided, however, that Employee shall have no claim in respect of the effect (if any) which any such suspension may have on his entitlement in respect of any other period.
Appears in 1 contract
Sources: Service Agreement (Caminus Corp)