Common use of Duties of Employee Clause in Contracts

Duties of Employee. Employee will continue to serve as Chief Financial Officer of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Chief Financial Officer Executive Vice President, General Counsel and Secretary of EmployerEmployer and MEDNAX, Inc., a Florida corporation and the parent corporation of Employer (“MEDNAX”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of MEDNAX (“Employee’s Supervisor”) or the Board of Directors of MEDNAX (the “Board”) including, but not limited to, also serving as an organization the size officer and/or director, or equivalent, of subsidiaries and/or affiliates of MEDNAX; provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMEDNAX. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and MEDNAX. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and MEDNAX. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and MEDNAX, and their respective subsidiaries and affiliates in accordance with this Section 1.2. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment activities have been approved by Employee’s Supervisor and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Employee will continue to serve as Chief Financial Officer Paragraph B. (DUTIES OF EXECUTIVE) of Employer, the 2003 Agreement is deleted and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer of an organization the size of Employer that is engaged replaced in the type of business engaged in its entirety by Employer and Employer agrees to assign to Employee only such dutiesthis Paragraph 3. As Chief Financial Officer, Employee shall report only to have the titles of “Vice President and Chief Executive Officer. The duties of Credit Officer for Multi-Family Lending.” Employee may shall be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall responsible for (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunitymanaging the identification and acquisition of whole loans secured by Multi-Family property, (ii) materially breach this Agreementmanaging the origination of the Bank’s Multi-Family Loans for Sale Program, pursuant to which the Bank will originate Multi-Family loans for the purpose of resale, (iii) require Employee to report to any person Managing the purchase of Multi-Family and conventional first trust deed loans from other than the President and Chief Executive Officer, or lenders (pools) (iv) change EmployeeManaging the origination efforts of specific employees in their Multi-Family origination efforts (v) assisting the Bank in its efforts to orient and integrate into the Bank’s principal place of employment operations a new executive lending officer upon his hiring by the Bank to outside a radius of fifteen replace Employee (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good ReasonReplacement Lending Officer”), or if Employer does not renew this Agreement prior to expiration (vi) assisting Bank in complying with the requirements of the Term or any Renewal Term, then Community Reinvestment Act and (vii) performing such other duties and responsibilities as Bank may reasonably request from time to time. The authority of Employee shall be eligible as set forth above or as specifically delegated to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j)Employee. Employee acknowledges, agrees and accepts that the Bank retains all discretion to devote substantially all specify the scope of Employee’s working time duties and attention authority pursuant to this Agreement, including but not limited to, Employee’s duties hereunderand authority with respect to loan products, except for geographic areas and staff. Employee shall not have any authority as a “policy-making” or “executive officer” of the Bank, nor shall anything in this Agreement be construed so as to give Employee such reasonable amounts authority as may result in Employee being considered a “policy-making” or “executive officer” of time for personalthe Bank under applicable federal securities laws and federal banking laws and the regulations of the appropriate regulators thereunder. Employee shall report to the Replacement Leading Officer, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderwhen such officer is appointed.

Duties of Employee. Employee will continue to serve as Chief Financial Operating Officer of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial operating officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Operating Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. During the Employment Period, Employee will continue to shall serve as Executive Vice President and Chief Financial Officer of EmployerEmployer and MEDNAX, Inc., a Florida corporation and parent corporation of Employer (“Mednax”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by Mednax’s most senior executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish “Employee’s duties, authority, responsibilities, Base Salary Supervisor”) or the Board (as defined below in Section 4(abelow)) , including, but not limited to, also serving as an officer and/or director, or annual Incentive Compensation (equivalent, of subsidiaries and/or affiliates of Mednax; provided, that such duties as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require assigned shall be customary to Employee’s role as an executive officer of Employer and Mednax. Employee to report to any person other than the shall initially start as Executive Vice President and then assume the Chief Executive OfficerFinancial Officer role beginning on or about November 15, or (iv) change 2018. Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and Mednax. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and Mednax. Employee will devote best efforts to the promotion of the goodwill of Employer and Mednax and of their employees and affiliates. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer. Employer agrees that Employee’s serving on the board of directors of the entity disclosed to Employer on or prior to the Effective Date has been consented to by Employer and such reasonable amounts service shall not constitute Employee’s breach of time for personalthis Agreement. During the Employment Period, charitableit shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, investment or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities have been approved by Employer’s General Counsel and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. During the Employment Period, Employee will continue to shall serve as President and Chief Financial Operating Officer of EmployerEmployer and of Mednax, Inc., a Florida corporation and parent corporation of the Employer (“Mednax”), and perform such duties as such, are customary to the positions Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be reasonably assigned to Employee from time to time which are appropriate for a chief financial by Mednax’s Chief Executive Officer (“Employee’s Supervisor”) provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMednax. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) full-time and 5(j). as such Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional time to the business and affairs of Employer and Mednax. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer and Mednax. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Mednax (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Mednax. Employee may continue to serve as a director on any corporate board of directors on which he serves as of the Effective Date, and he may continue to serve in any other similar capacity in which he serves as of the Effective Date for any institution. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on other civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer and Mednax in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Employee will continue to serve as President and Chief Financial Executive Officer of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a president and chief financial executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As President and Chief Financial Executive Officer, Employee shall report only to the President and Chief Executive OfficerBoard of Directors of Employer (“Board”). The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive OfficerBoard, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. During the Employment Period, Employee will continue to shall serve as Chief Financial Officer of EmployerEmployer and Mednax, Inc., a Florida corporation and parent corporation of the Employer (“Mednax”), and perform such duties as such, are customary to the positions Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be reasonably assigned to Employee from time to time which are appropriate for a chief financial by Mednax’s Chief Executive Officer or President (“Employee’s Supervisor”) provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMednax. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) full-time and 5(j). as such Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional time to the business and affairs of Employer and Mednax. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer and Mednax. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Mednax (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Mednax. Employee may continue to serve as a director on any corporate board of directors on which he serves as of the Effective Date, and he may continue to serve in any other similar capacity in which he serves as of the Effective Date for any institution. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on other civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer and Mednax in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Employee will continue to serve as Chief Financial Officer Senior Vice President, Sales & Finance of Employer and in other capacities as may be requested by Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer senior vice president, sales & finance of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial OfficerSenior Vice President, Sales & Finance, Employee shall report only to the Employer’s President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish either Employee’s duties, authority, responsibilities, duties or his Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), ) provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i5(h) and 5(j5(i). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. During the Employment Period, Employee will continue to shall serve as Chief Financial Officer Senior Vice President, General Counsel and Secretary of EmployerEmployer and Mednax, Inc., a Florida corporation and parent corporation of the Employer (“Mednax”), and perform such duties as such, are customary to the positions Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be reasonably assigned to Employee from time to time which are appropriate for a chief financial by Mednax’s Chief Executive Officer or President (“Employee’s Supervisor”) provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMednax. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) full-time and 5(j). as such Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional time to the business and affairs of Employer and Mednax. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer and Mednax. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Mednax (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Mednax. Employee may continue to serve as a director on any corporate board of directors on which he serves as of the Effective Date, and he may continue to serve in any other similar capacity in which he serves as of the Effective Date for any institution. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on other civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer and Mednax in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. During the Employment Period, Employee will continue to shall serve as Chief Financial Executive Officer of EmployerEmployer and of Mednax, Inc., a Florida corporation and parent corporation of Employer (“Mednax”), and perform such duties as such, are customary to the positions Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be reasonably assigned to Employee from time during the term of this Agreement by the Board of Directors of Mednax (“Employee’s Supervisor” or the “Mednax Board”) provided, that such duties as assigned shall be customary to time which are appropriate for a chief financial Employee’s role as an executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMednax. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) full-time and 5(j). as such Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional time to the business and affairs of Employer and Mednax. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer and Mednax. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Mednax (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Mednax. Employee may continue to serve as a director on any corporate board of directors on which he serves as of the Effective Date, and he may continue to serve in any other similar capacity in which he serves as of the Effective Date for any institution. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on other civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer and Mednax in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Employee will continue to serve as Chief Financial Officer Senior Vice President of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer senior vice president of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial OfficerSenior Vice President, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish either Employee’s duties, authority, responsibilities, duties or his Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), ) provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. Employee will continue to serve as Chief Financial Officer Senior Vice President of Strategic Development of Employer and in other capacities as may be requested by Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer Senior Vice President of Strategic Development of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial OfficerSenior Vice President of Strategic Development, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish either Employee’s duties, authority, responsibilities, duties or his Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), ) provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i5(h) and 5(j5(i). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. During the Employment Period, Employee will continue to shall serve as Chief Financial Officer President of Employer, Employer and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for by the Chief Executive Officer or President of Mednax, Inc., a chief financial Florida corporation and parent corporation of Employer (“Employee’s Supervisor”); provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMednax, Inc. (“Mednax”). As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) full-time and 5(j). as such Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional time to the business and affairs of Employer. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer and Mednax. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer and Mednax (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer or Mednax. Employee may continue to serve as director on any corporate board of directors on which he services as of the Effective Date, and he may continue to serve in any other similar capacity in which he serves as of the Effective Date for any institution. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer and Executive Officer of Mednax in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Employee will continue to serve as President and Chief Financial Executive Officer of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a president and chief financial executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As President and Chief Financial Executive Officer, Employee shall report only to the President and Chief Executive OfficerBoard. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish either Employee’s duties, authority, responsibilities, duties or his Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), ) provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Executive Vice President and Chief Financial Operating Officer of EmployerEmployer and Pediatrix Medical Group, Inc., a Florida corporation and the parent corporation of Employer (“Pediatrix”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of Pediatrix (“Employee’s Supervisor”) or the Board of Directors of Pediatrix (the “Board”) including, but not limited to, also serving as an organization the size officer and/or director, or equivalent, of subsidiaries and/or affiliates of Pediatrix; provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesPediatrix. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and Pediatrix. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and Pediatrix. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and Pediatrix, and their respective subsidiaries and affiliates in accordance with this Section 1.2. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment activities have been approved by Employee’s Supervisor and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Chief Financial Executive Officer of EmployerEmployer and MEDNAX, and perform such duties as are customary to the position Employee holds or as may be reasonably assigned to Employee by the Board of Directors of MEDNAX (“Employee’s Supervisor” or the “Board”), including, but not limited to, also serving as an officer and/or director, or equivalent, of subsidiaries and/or affiliates of MEDNAX; provided, that such duties as assigned shall be customary to Employee’s role as chief executive officer of Employer and MEDNAX. Employee shall report solely and directly to the Board. Employee’s employment shall be full-time and, as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention affairs of Employer and MEDNAX. Employee will devote his reasonable best efforts to the promotion of the goodwill of Employer, MEDNAX and their affiliates, taken as a whole. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and MEDNAX, and their respective subsidiaries and affiliates in accordance with this Section 1.2. Employer agrees that Employee’s duties hereunderserving on the board of directors of the entities disclosed to Employer on or prior to the Effective Date has been consented to by Employer and such service shall not constitute Employee’s breach of this Agreement. During the Employment Period, except for it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, (ii) manage personal investments, or (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially violate any code of conduct or personnel policies and procedures of Employer or MEDNAX and do not interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Employee will continue to serve as Chief Financial Officer of Employer and in other capacities as may be requested by Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Officer, Employee shall report only to the Employer’s President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish either Employee’s duties, authority, responsibilities, duties or his Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), ) provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i5(h) and 5(j5(i). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. Employee will continue to serve as Chief Financial Officer of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish either Employee’s duties, authority, responsibilities, duties or his Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), ) provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. Employee will continue to serve as Chief Financial Officer Senior Vice President of Strategic Development of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer Senior Vice President of Strategic Development of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial OfficerSenior Vice President of Strategic Development, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President president and Chief Executive Officerchief executive officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx XxxxxSan Francisco, Xxxxxxx Xxxxx, Xxxxxxxxxx California (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Chief Financial Officer Executive Vice President, General Counsel and Secretary of EmployerEmployer and Pediatrix Medical Group, Inc., a Florida corporation and the parent corporation of Employer (“Pediatrix”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of Pediatrix (“Employee’s Supervisor”) or the Board of Directors of Pediatrix (the “Board”) including, but not limited to, also serving as an organization the size officer and/or director, or equivalent, of subsidiaries and/or affiliates of Pediatrix; provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesPediatrix. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and Pediatrix. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and Pediatrix. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and Pediatrix, and their respective subsidiaries and affiliates in accordance with this Section 1.2. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment activities have been approved by Employee’s Supervisor and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Executive Vice President and Chief Financial Officer of EmployerEmployer and MEDNAX, Inc., a Florida corporation and the parent corporation of Employer (“MEDNAX”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall MEDNAX (i) materially diminish “Employee’s duties, authority, responsibilities, Base Salary Supervisor”) or the Board (as defined below in Section 4(abelow)) or annual Incentive Compensation (, including, but not limited to, also serving as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officeran officer and/or director, or (iv) change equivalent, of subsidiaries and/or affiliates of MEDNAX; provided, that such duties as assigned shall be customary to Employee's role as an executive officer of Employer and MEDNAX. Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and MEDNAX. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and MEDNAX. Employee will devote best efforts to the promotion of the goodwill of Employer and MEDNAX and of their employees and affiliates. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and MEDNAX, and their respective subsidiaries and affiliates in accordance with this Section 1.2. Employer agrees that Employee’s serving on the board of directors of the entity disclosed to Employer on or prior to the Effective Date has been consented to by Employer and such reasonable amounts service shall not constitute Employee’s breach of time for personalthis Agreement. During the Employment Period, charitableit shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, investment or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities have been approved by Employer’s General Counsel and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee's responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Other than during the Services Period, as defined below, Employee will continue shall perform such duties assigned to serve Employee by Employer as are generally associated with the duties of President and Chief Financial Officer of Employer, and for Employer or such similar duties as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee by Employer as Employer may determine. During the Services Period, Employee shall perform such duties assigned to Employee by Employer as are generally associated with the duties of Chief Financial Officer for Employer or such similar duties as may be assigned to Employee by Employer or as Employer may determine. Employee’s duties shall include: (i) the efficient and continuous operation of Employer and its Affiliates; (ii) the preparation of relevant budgets and allocation of relevant funds; (iii) the selection and delegation of duties and responsibilities of subordinates; (iv) the direction, review and oversight of all programs under Employee’s supervision; (v) adherence to the written policies and procedures of Employer and its Affiliates as they may be amended from time to time without prior notice to Employee (unless such policies and procedures conflict with this Agreement, in which are appropriate case this Agreement takes precedence) and for a chief financial officer of an organization the size of Employer that is engaged in the type of business engaged in which Employee assumes responsibility for review and understanding; and (vi) such other and further duties as may be assigned by Employer and Employer agrees to assign to Employee only such dutiesfrom time to time. As Chief Financial OfficerThe foregoing notwithstanding, Employee shall report only devote such time to Employer or its Affiliates as may be required by Employer, provided such duties are not inconsistent with Employee’s primary duties to Employer hereunder. From May 24, 2021 until December 31, 2022, (the President “Services Period”) and consistent with the Services Agreement, Employee will also serve as the Chief Executive OfficerOfficer and President of WIL. The duties of For so long as Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any holds such change from the duties originally assignedpositions, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to perform such duties as are consistent with such titles and positions with publicly-traded companies. During the Services Period, Employee will devote substantially all his primary business efforts and abilities to the performance of his duties to Employer and WIL. Employee’s working time appointment to such positions with WIL and attention the performance of his duties to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment WIL shall not in any way to deemed (1) to breach this Agreement or any other agreement between Employee and professional activities that do not substantially Employer or (2) to interfere with the service performance of his duties to be rendered by Employee hereunderEmployer or to WIL.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Executive Vice President of Employer and MEDNAX, Inc., a Florida corporation and the parent corporation of Employer (“MEDNAX”), and from October 1, 2020 and thereafter during the remaining Employment Period, Employee shall also serve as Chief Financial Officer of Employer, Employer and MEDNAX and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of MEDNAX (“Employee’s Supervisor”) or the Board of Directors of MEDNAX (the “Board”) including, but not limited to, also serving as an organization the size officer and/or director, or equivalent, of subsidiaries and/or affiliates of MEDNAX; provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMEDNAX. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and MEDNAX. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and MEDNAX. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and MEDNAX, and their respective subsidiaries and affiliates in accordance with this Section 1.2. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment activities have been approved by Employee’s Supervisor and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Chief Financial Officer President, Pediatrix & Obstetrix Medical Groups, of EmployerEmployer and MEDNAX, Inc., a Florida corporation and the parent corporation of Employer (“MEDNAX”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of MEDNAX (“Employee’s Supervisor”) or the Board of Directors of MEDNAX (the “Board”) including, but not limited to, also serving as an organization the size officer and/or director, or equivalent, of subsidiaries and/or affiliates of MEDNAX; provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMEDNAX. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and MEDNAX. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and MEDNAX. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and MEDNAX, and their respective subsidiaries and affiliates in accordance with this Section 1.2. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment activities have been approved by Employee’s Supervisor and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Chief Financial Officer Executive Vice President, National and Market Operations of EmployerEmployer and Pediatrix Medical Group, Inc., a Florida corporation and the parent corporation of Employer (“Pediatrix”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of Pediatrix (“Employee’s Supervisor”) or the Board of Directors of Pediatrix (the “Board”) including, but not limited to, also serving as an organization the size officer and/or director, or equivalent, of subsidiaries and/or affiliates of Pediatrix; provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesPediatrix. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and Pediatrix. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and Pediatrix. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and Pediatrix, and their respective subsidiaries and affiliates in accordance with this Section 1.2. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment activities have been approved by Employee’s Supervisor and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Employee The Executive will continue to serve as Chief Financial Officer of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the such duties that as an executive officer of Medifast as may be assigned to Employee from time to time which are appropriate for a chief financial officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed him from time to time by the mutual agreement Board of Directors of Medifast ("Board"). The Executive will be employed as the CHIEF EXECUTIVE OFFICER (CEO) and be prepared to assume the responsibilities of the Employer THE EXECUTIVE VICE PRESIDENT OF BUSINESS DEVELOPMENT of Medifast at the discretion of the Board or the voluntary resignation of the CEO position, reporting to the Executive Committee of the Board of Directors and Employeewill hold such other titles as may be given to him from time to time by the Board. Notwithstanding any such change from The Executive will devote the duties originally assignedmajority of his full time, or hereafter assignedattention and energies to the business of Medifast and will not, during the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary Employment Period (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”3), be employed or if Employer does involved in any other business activity, whether or not renew this Agreement prior to expiration of the Term such activity is pursued for gain, profit or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), other pecuniary advantage; provided, however, that Employee must timely satisfy this section will not be construed as preventing the Executive from (a) passively investing his personal assets, (b) acting as a member of the Board of Directors or Trustees of Medifast or any other entity not in competition with Medifast (or an affiliate of Medifast), or (c) being involved in any community, civic or similar activity. Except for reasonable travel requirements specified consistent with his positions and except as otherwise provided herein, the duties of the Executive shall be routinely discharged at Medifast's facilities located on the Eastern Shore of Maryland, Ocean City, Maryland or in Sections 5(i) and 5(j)Owings Mills, Maryland. Employee agrees The Executive will have broad latitude to devote substantially all of Employee’s working time and attention perform his duties in Markets Worldwide to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities develop contacts that do not substantially interfere with the service to be rendered by Employee hereunderwill assist in his business development duties.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Executive Vice President and Chief Financial Officer of EmployerEmployer and Pediatrix Medical Group, Inc., a Florida corporation and the parent corporation of Employer (“Pediatrix”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of Pediatrix (“Employee’s Supervisor”) or the Board of Directors of Pediatrix (the “Board”) including, but not limited to, also serving as an organization the size officer and/or director, or equivalent, of subsidiaries and/or affiliates of Pediatrix; provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesPediatrix. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and Pediatrix. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and Pediatrix. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and Pediatrix, and their respective subsidiaries and affiliates in accordance with this Section 1.2. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment activities have been approved by Employee’s Supervisor and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. Employee will continue shall perform the duties of Executive Vice President and Chief Operating Officer commencing on the Effective Date and ending at the close of business on October 4, 2005. Commencing on October 5, 2005, Employee shall perform the duties of President and Chief Operating Officer reporting directly to serve as the Chief Financial Operating Officer of EmployerWynn Resorts, Limited, and shall hold such offices with Employer and perform such other similar duties as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time by Employer or by the Chief Operating Officer of Wynn Resorts, Limited,, including, but not limited to time which are appropriate for a chief financial officer of an organization (a) the size efficient and continuous operation of Employer that is engaged in and Employer’s Affiliates, (b) the type preparation of business engaged in relevant budgets and allocation or relevant funds, (c) the selection and delegation of duties and responsibilities of subordinates, (d) the direction, review and oversight of all programs and projects under Employee’s supervision, and (e) such other and further related duties as specifically assigned by Employer and Employer agrees to assign to Employee only such dutiesEmployee. As Chief Financial OfficerThe foregoing notwithstanding, Employee shall report only devote such time to Employer’s other Affiliates as may be required by Employer or the President Chief Operating Officer of Wynn Resorts, Limited, provided such duties are not inconsistent with Employee’s primary duties to Employer hereunder. Notwithstanding the foregoing, Employer and Chief Executive Officer. The Employee agree that in the event Employer materially increases the responsibilities and duties of Employee may be changed from time to time by the mutual agreement of the or changes Employee’s title, Employer and Employee will enter into good faith negotiations to amend Employee. Notwithstanding ’s compensation in order to make it commensurate with any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s additional responsibilities and duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason.”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. Employee will continue to serve as Chief Financial Officer Senior Vice President, Sales and Finance of Employer, and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which are appropriate for a chief financial officer senior vice president, sales and finance of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial OfficerSenior Vice President, Sales and Finance, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do not substantially interfere with the service to be rendered by Employee hereunder.

Duties of Employee. During the Employment Period, Employee will continue to shall serve as Chief Financial Executive Officer of EmployerEmployer and of Mednax, Inc., a Florida corporation and parent corporation of the Employer (“Mednax”), and perform such duties as such, are customary to the positions Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be reasonably assigned to Employee from time to time which are appropriate for a chief financial by the Board of Directors of Mednax (“Employee’s Supervisor” or the “Mednax Board”) provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such dutiesMednax. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall (i) materially diminish Employee’s duties, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections 5(i) full-time and 5(j). as such Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional time to the business and affairs of Employer and Mednax. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer and Mednax. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Mednax (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Mednax. Employee may continue to serve as a director on any corporate board of directors on which he serves as of the Effective Date, and he may continue to serve in any other similar capacity in which he serves as of the Effective Date for any institution. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on other civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee’s responsibilities as an employee of Employer and Mednax in accordance with this Agreement, including the restrictions of Section 8 hereof.

Duties of Employee. As of the Effective Date and thereafter during the remaining Employment Period, Employee will continue to shall serve as Chief Financial Officer Executive Vice President, General Counsel and Secretary of EmployerEmployer and MEDNAX, Inc., a Florida corporation and the parent corporation of Employer (“MEDNAX”), and perform such duties as such, are customary to the position Employee hereby promises to perform and discharge well and faithfully the duties that holds or as may be assigned to Employee from time to time which are appropriate for a chief financial by the most senior executive officer of an organization the size of Employer that is engaged in the type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As Chief Financial Officer, Employee shall report only to the President and Chief Executive Officer. The duties of Employee may be changed from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement as modified. However, if Employer shall MEDNAX (i) materially diminish “Employee’s duties, authority, responsibilities, Base Salary Supervisor”) or the Board (as defined below in Section 4(a)below) or annual Incentive Compensation (including, but not limited to, also serving as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person other than the President and Chief Executive Officeran officer and/or director, or (iv) change equivalent, of subsidiaries and/or affiliates of MEDNAX; provided, that such duties as assigned shall be customary to Employee's role as an executive officer of Employer and MEDNAX. Employee’s principal place of employment to outside a radius of fifteen (15) miles of 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (each, a “Good Reason”), or if Employer does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance Benefits described in Section 5(d)full-time and, providedas such, however, that Employee must timely satisfy the requirements specified in Sections 5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working attention and professional time to the business and attention to affairs of Employer and MEDNAX. Employee shall perform Employee’s duties hereunderhonestly, except diligently, competently, in good faith and in the best interest of Employer and MEDNAX. Employee will devote best efforts to the promotion of the goodwill of Employer and MEDNAX and of their employees and affiliates. During the Employment Period, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer and MEDNAX, and their respective subsidiaries and affiliates in accordance with this Section 1.2. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such reasonable amounts of time for personal, charitable, investment activities have been approved by Employee’s Supervisor and professional activities that do not substantially interfere with the service to be rendered by Employee hereunderperformance of Employee's responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.