Common use of Duties Clause in Contracts

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 4 contracts

Samples: Employment Agreement (Smart & Final Stores, Inc.), Form of Employment Agreement (Smart & Final Stores, Inc.), Amended and Restated Employment Agreement (Smart & Final Stores, Inc.)

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Duties. During the Employment Period Term, the Executive shall do serve as the Chief Executive Officer, Chief Commercial Officer, President and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities Secretary of the Executive’s position Company, and shall render perform the executive and administrative duties, functions and privileges incumbent with such services on positions and such other duties as reasonably determined and assigned by the terms set forth herein Board of Directors of the Company (the “Board”), from time to time. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving serve as the Chief Executive Officer, Chief Commercial Officer and President President of Valeritas Holdings, Inc., the parent of the Company. The Executive shall devote substantially all of his time, attention and skill to such duties, except for paid vacation and other excused absence periods, and shall serve the Company may reasonably adjust and its affiliates faithfully and to the duties best of his ability, and responsibilities shall use his best efforts to promote the success of Executive as the Chief Executive Officer and President, notwithstanding business of the specific title set forth in Section 1.1 hereof, based upon Company. The Executive’s employment is subject to compliance with the Company’s needs policies, including any code of conduct, all as may be amended from time to time. Except for sick leave Notwithstanding the foregoing, reasonable vacations and excused leaves of absence, nothing in this Section 2 will prevent the Executive shall, throughout the Employment Period, devote substantially all of from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s working time, attention, knowledge duties under this Agreement and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company that do not violate Section 6.

Appears in 4 contracts

Samples: Employment Agreement (Valeritas Holdings Inc.), Employment Agreement (Valeritas Holdings Inc.), Employment Agreement (Valeritas Holdings Inc.)

Duties. During Subject to the Employment Period supervision and control of the Board of Directors of the Company (the “Board”), the Executive Employee shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of his position including, without limitation, management of all day-to-day operations of the Executive Company, and all matters pertaining to the research and development, production, distribution, sale and marketing of the Company’s position products and services and the employment of the Company’s employees and shall render such services on the terms set forth herein. In addition, the Executive Employee shall have such other executive Employee and managerial powers and duties with respect to the Company and its parent, subsidiaries, affiliates and strategic partners as may reasonably be assigned to the Executive him by the Board, commensurate with Board or the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Chairman. Except for sick leave, reasonable vacations paid time off (as provided in Section 4.3 below), and excused leaves of absence absence excused by the Board or the Chairman, the Executive Employee shall, throughout the Employment Period Term, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his position in furtherance of the business affairs and activities of the Company and its parent, subsidiaries , affiliates and strategic partners. The Executive Employee shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board or the Chairman may from time to time reasonably establish or approve for senior executive officers employees of the Company.

Appears in 4 contracts

Samples: Employment Agreement (AuraSource, Inc.), Employment Agreement (AuraSource, Inc.), Employment Agreement (AuraSource, Inc.)

Duties. During the Term, the Executive shall: (i) be employed from the Commencement Date forward as Employee of the Company in the capacity of an employee, advisor, and/or consultant or such other office as to which he shall agree to accept in the stead hereof, and shall, commencing on the Commencement Date; (i) During the Employment Period, the Executive shall do serve as President and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer of the Company and President. The shall have the normal duties, responsibilities, functions and authority of such position, subject to the powers set forth in the Bylaws of the Company may reasonably adjust and by the duties Board to expand or limit such duties, responsibilities, functions and responsibilities of Executive as the authority commensurate with a Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time position. Except for sick leave, reasonable vacations and excused leaves of absence, the (ii) Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and shall report to the Board and shall devote his best of the Executive’s ability, efforts to the duties business and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Subsidiaries. The Executive shall at all times be subject to perform his duties, comply with functions and responsibilities to the Company to the best of his abilities in a diligent, observe trustworthy, businesslike and carry out (a) efficient manner. Executive will conduct his primary business activities from within the Company ’s rules 's principal place of business, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably the Clearwater, Florida area, other than while Executive is engaged in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve business travel for senior executive officers of the Company. ; (iii) devote such other business time, attention and energies to the business of the Company as he shall deem appropriate; and, (iv) act in accordance with the policies of the Company in effect as of the Commencement Date.

Appears in 3 contracts

Samples: Employment Agreement (Acacia Diversified Holdings, Inc.), Employment Agreement (Acacia Diversified Holdings, Inc.), Employment Agreement (Acacia Diversified Holdings, Inc.)

Duties. During the Employment Period period of employment as provided in Paragraph 1(b) hereof, the Executive shall do serve as Chairman and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities Chief Executive Officer of the Executive’s position Corporation and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial all powers and duties as may reasonably be assigned consistent with such position, subject to the Executive by reasonable direction of the Board , commensurate with the Executive serving as the Chief Executive Officer and President . The Company may reasonably adjust Executive shall also continue to serve as a member of the duties and responsibilities of Board if elected as such. The Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working time, attention, knowledge his entire time during reasonable business hours (reasonable sick leave and skills, vacations excepted) and best efforts to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, fulfill faithfully, responsibly and to the best of his ability his duties hereunder. However, the Executive’s ability Executive may, to with the duties and responsibilities approval of the Executive’s position(s) in furtherance of the business affairs Board, which shall not be withheld unreasonably, serve on corporate, civic and/or charitable boards and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company committees.

Appears in 3 contracts

Samples: Incentive Compensation Award (Household International Inc), Incentive Compensation Award (Household International Inc), Incentive Compensation Award (Household International Inc)

Duties. During Executive agrees to perform the Employment Period, the Executive shall do duties of Executive’s position and perform all lawful services and acts reasonably necessary or advisable and such other duties consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time . Except ; provided, however, that Executive shall comply with the limitations to Executive’s powers as provided for sick leave, reasonable vacations and excused leaves of absence, in the Executive shall, throughout the Employment Period, devote substantially all resolutions of the Company’s charter or by-laws, or the Dassault Systèmes Executive Management Rules as the foregoing may be amended from time to time, and shall not have the authority to take, directly or indirectly, any of the actions set forth in such rules without obtaining the prior written approval of the Dassault Systèmes executive officer designated by such rules. Executive also agrees that, while employed by the Company, Executive shall devote Executive’s working time full business time and best efforts, attention business judgment, skill and knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and exclusively to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance advancement of the business affairs and activities interests of the Company and its subsidiaries Affiliates and to the discharge of Executive’s duties and responsibilities for them. The Executive shall at all times be subject to disclose to the Company any outside business activities and the Company reserves the right to refuse Executive’s involvement in such outside business activities if, comply with, observe and carry out (a) in the Company’s rules reasonable judgment, regulations such activities pose a conflict of interest, policies violate Section 6, Section 7 or Section 8, or otherwise interfere with the performance of Executive’s duties. Notwithstanding anything to the contrary in this Agreement, nothing herein shall preclude Executive from (i) serving on the boards of trade associations or charitable organizations, (ii) engaging in charitable activities and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time community affairs, and ( b iii) such rules, regulations, policies, codes of ethics and/or conduct, directions managing Executive’s personal investments and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company financial affairs.

Appears in 3 contracts

Samples: Executive Employment Agreement (Medidata Solutions, Inc.), Executive Employment Agreement (Medidata Solutions, Inc.), Executive Employment Agreement (Medidata Solutions, Inc.)

Duties. During the Employment Period, the Executive shall do hereby accepts such employment and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, agrees that throughout the Employment Period period of his employment hereunder, he will devote substantially all of the Executive’s working his full time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, diligently and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company Company, will perform the duties assigned to him pursuant to Paragraph 2 hereof, subject, at all times, to the direction and its subsidiaries control of the President, Chief Executive Officer and the Board of Directors of the Company. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may Company shall from time to time reasonably establish or approve for senior executive officers establish. During the period of his employment hereunder, Executive shall not, without the written approval of the Company Board of Directors first had and obtained in each instance, directly or indirectly accept employment or compensation from or perform services of any nature for, any business enterprise other than the Company and its subsidiaries. During the period of Executive's employment hereunder, Executive shall not be entitled to additional compensation for serving in any office of the Company or any of its subsidiaries to which he is elected.

Appears in 3 contracts

Samples: Constitutes the Entire Agreement (Benedek Communications Corp), Constitutes the Entire Agreement (Benedek Communications Corp), Constitutes the Entire Agreement (Benedek Communications Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the positions of Chairman and Chief Executive Officer, subject to the control and supervision of the Executive’s position Board of Directors, and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board Board of Directors of the Company. Executive shall perform the services contemplated herein faithfully, commensurate with diligently, to the best of his ability and in the best interests of the Company. Executive serving as shall devote all his business time and efforts to the Chief rendition of such services. Executive Officer shall, at all times perform such services in compliance with, and President to the extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive is aware. The Company Executive may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon rely on the Company’s needs inside counsel and outside lawyers in connection with such matters. Executive shall, at all times during the Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of the Company’s employees, as established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 3 contracts

Samples: Employment Agreement (Pinnacle Entertainment Inc), Employment Agreement (Pinnacle Entertainment Inc), Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive ’s position 's positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief an Executive Officer and Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief an Executive Officer and Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s 's needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive ’s 's working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive ’s 's ability, to the duties and responsibilities of the Executive ’s position(s) 's positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive's principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company ’s 's rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the "Board") may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 2 contracts

Samples: Employment Agreement (LNT Leasing II, LLC), Employment Agreement (LNT Leasing II, LLC)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief Executive Officer and a Senior Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief Executive Officer and a Senior Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 2 contracts

Samples: Employment Agreement (General Nutrition Centers, Inc.), Employment Agreement (Linens N Things Inc)

Duties. During the Employment Period Term, the Executive shall do serve FirstMerit as its Chairman and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer in accordance with directions from FirstMerit's Board of Directors and President. The Company in accordance with FirstMerit's Amended and Restated Articles of Incorporation and Amended and Restated Code of Regulations, as both may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs be amended from time to time. Except for sick leave Executive will report directly to the Board of Directors. While Executive is employed by FirstMerit as a full-time employee, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board shall serve FirstMerit, faithfully, diligently, competently and to the best of the Executive’s his ability, and will exclusively devote his full time, energy and attention to the business of FirstMerit and to the promotion of its interests. Executive shall not, without the written consent of the Board of Directors of FirstMerit, render services to or for any person, firm, corporation or other entity or organization in exchange for compensation, regardless of the form in which such compensation is paid and whether or not it is paid directly or indirectly to Executive. Nothing in this Section 4 shall preclude Executive from managing his personal investments and affairs, provided that such activities in no way interfere with the proper performance of his duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs as Chairman and activities of the Company and its subsidiaries. The Chief Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company Officer.

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Firstmerit Corp /Oh/), Incentive Compensation Award (Firstmerit Corp /Oh/)

Duties. During the Employment Period Term, the Executive shall do serve as Vice President of Finance (hereinafter, “Vice President of Finance”) of the Company and perform all lawful services shall report to, and acts reasonably necessary or advisable have those duties, responsibilities, and authority assigned him from time to time by, the Chief Executive Officer of the Company (hereinafter, the “CEO”). The Executive shall have the powers and authority consistent with such responsibilities, duties, and authority. The Executive shall devote substantially all his position working time, attention, knowledge, and skills faithfully, diligently, and to fulfill the duties best of his ability, in furtherance of the business and responsibilities activities of the Company. During the Term, the Executive shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of the Company and from engaging in any activity which is or may be competitive with the activities of the Company. Nothing in this Section shall preclude the Executive from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with the Executive’s position and shall render such services on the terms set forth herein performance under this Agreement. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned permitted to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the perform incidental duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon for his family investments provided that such family business duties shall not interfere with his duties to the Company ’s needs from time . The Executive agrees to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined abide by the Executive in his business judgment rules, regulations, instructions, personnel practices and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities policies of the Company and its subsidiaries. The Executive shall at all times any changes therein that may be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect adopted from time to time by the Company, and (b) the Executive acknowledges receipt of copies of all such rules, regulations, policies instructions, codes of ethics and/or conduct, directions personnel practices and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers policies of the Company Company committed to writing as of the date of this Agreement.

Appears in 2 contracts

Samples: Executive Employment Agreement (Under Armour, Inc.), Executive Employment Agreement (Under Armour, Inc.)

Duties. During the Employment Period, the Executive shall do devote Executive’s reasonable best efforts and, subject to the commitments set forth on Schedule A, full business time and perform all lawful services attention to the business and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities affairs of the Executive’s position Employer and the LoanDepot Group, and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the duties, responsibilities, functions and authority implied by his position, subject to the power and authority of the Board. Executive shall perform such Executive’s working time duties, attention responsibilities and functions to the Employer or any other member of the LoanDepot Group hereunder, knowledge as applicable, in a diligent and skills, to such extent as may be necessary professional manner and appropriate as determined by the Executive in his business judgment and in consultation shall comply with the Board, faithfully, lawful policies and to the best procedures of the Employer and the LoanDepot Group in all material respects. In performing Executive’s ability, to the duties and responsibilities of the exercising Executive’s position(s) in furtherance of authority under this Agreement, Executive shall support and implement the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect strategic plans approved from time to time by the Board. Executive’s primary duties, responsibilities, functions and authority shall be operating, managing and growing the Employer’s business. So long as Executive is employed by the Employer, Executive ( b unless Executive otherwise consents) such rules shall be the most senior executive of Employer and, regulations except for the commitments set forth on Schedule A, policies shall not accept other employment, codes serve as an officer or consultant of ethics and/or conduct any other entity, directions and restrictions serve as a director of any other entity or perform other services for compensation without the prior written consent of the Board (which consent may from time to time reasonably establish or approve for senior executive officers of be withheld by the Company Board in its sole discretion).

Appears in 2 contracts

Samples: Employment Agreement (loanDepot, Inc.), Employment Agreement (loanDepot, Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the positions of Chief Operating Officer subject to the control and supervision of the Executive Company’s position Chief Executive Officer (the “Chief Executive Officer”), and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Executive serving as the Chief Executive Officer and President Officer. The Company may reasonably adjust Executive shall perform the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, services contemplated herein faithfully, and diligently, to the best of his ability and in the Executive’s ability, to the duties and responsibilities best interests of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Company. The Executive shall at all times be subject to, comply perform such services in compliance with, observe and carry out (a) to the extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive is aware. Executive may rely on the Company’s rules inside counsel and outside lawyers in connection with such matters. Executive shall, regulations at all times during the Term, policies in all material respects adhere to and codes obey any and all written internal rules and regulations governing the conduct of ethics and/or conduct applicable to its employees generally the Company’s employees, as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 2 contracts

Samples: Employment Agreement (Pinnacle Entertainment Inc), Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the positions of Executive Vice President, General Counsel and Secretary subject to the control and supervision of the Executive Company’s position Chief Executive Officer (the “Chief Executive Officer”), and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Executive serving as the Chief Executive Officer and President Officer. The Company may reasonably adjust Executive shall perform the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, services contemplated herein faithfully, and diligently, to the best of his ability and in the Executive’s ability, to the duties and responsibilities best interests of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Company. The Executive shall at all times be subject to, comply perform such services in compliance with, observe and carry out (a) to the extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive is aware. Executive may rely on the Company’s rules inside counsel and outside lawyers in connection with such matters. Executive shall, regulations at all times during the Term, policies in all material respects adhere to and codes obey any and all written internal rules and regulations governing the conduct of ethics and/or conduct applicable to its employees generally the Company’s employees, as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 2 contracts

Samples: Employment Agreement (Pinnacle Entertainment Inc), Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the positions of Executive Vice President, Strategic Planning and Development subject to the control and supervision of the Executive Company’s position Chief Executive Officer (the “Chief Executive Officer”), and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Executive serving as the Chief Executive Officer and President Officer. The Company may reasonably adjust Executive shall perform the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, services contemplated herein faithfully, and diligently, to the best of his ability and in the Executive’s ability, to the duties and responsibilities best interests of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Company. The Executive shall at all times be subject to, comply perform such services in compliance with, observe and carry out (a) to the extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive is aware. Executive may rely on the Company’s rules inside counsel and outside lawyers in connection with such matters. Executive shall, regulations at all times during the Term, policies in all material respects adhere to and codes obey any and all written internal rules and regulations governing the conduct of ethics and/or conduct applicable to its employees generally the Company’s employees, as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 2 contracts

Samples: Employment Agreement (Pinnacle Entertainment Inc), Employment Agreement (Pinnacle Entertainment Inc)

Duties. During The CEO will render full-time professional services to Sense in the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities capacity of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President of Sense. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially He will at all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board times, faithfully, industriously and to the best of the Executive’s his ability, to perform all duties set forth in Sense bylaws and in policy statement of the Board. As CEO, the Executive shall always be the most senior Company officer and shall have the duties, responsibilities and authority that are customarily associated with such position. Executive's duties and responsibilities shall include authority for acquisitions, divestitures, investor relations and overall management of the Executive’s position(s) company subject to Board policies or direction. Executive shall also perform other functions consistent with the CEO position and shall report directly and solely to the Board. Executive shall perform his job in furtherance of the Sunrise, Florida and shall not have to render services at another location except on a temporary basis. Executive shall be permitted to perform outside business affairs and activities of endeavors, subject to non-competition agreements between the Company and its subsidiaries. The the Executive shall at all times be subject to, comply with, observe and carry out (a) provided that such outside activities do not interfere with the Company’s rules, regulations, policies and codes performance of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company Executive's duties.

Appears in 2 contracts

Samples: Constitutes the Entire Agreement (Sense Holdings Inc), Sense Holdings Inc

Duties. During The Company hereby employs the Employment Period Executive as an employee, and the Executive agrees to be employed by the Company, upon the terms and conditions set forth herein. While serving as an employee of the Company, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities serve as Group President, North America of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Parent. The Executive shall at all times be subject to, comply with, observe and carry out (a report to such senior executive(s) as the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect Company shall determine from time to time and (b) shall have such rules power and authority and perform such duties, regulations functions and responsibilities as are associated with and incident to such positions, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive require of him; provided, however, that such authority, duties, functions and responsibilities are commensurate with the power, authority, duties, functions and responsibilities generally performed by chief operating officers of companies which are similar in size and nature to, and the Company financial position of, the Parent Group. The Executive also agrees to serve, if elected, as an officer or director of Parent or any other direct or indirect subsidiary of the Parent, in each such case at no compensation in addition to that provided for in this Agreement, but the Executive serves in such positions solely as an accommodation to the Company and such positions shall grant him no rights hereunder (including for purposes of the definition of Good Reason).

Appears in 2 contracts

Samples: Employment Agreement (Orthofix International N V), Amended and Restated Employment Agreement (Orthofix International N V)

Duties. During The Executive shall have the Employment Period job, duties and reporting relationship set forth in Schedule A. Except as otherwise provide in this Section 3, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with devote his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s full working time, attention, knowledge skill, knowledge, experience and skills energies to the performance of his duties set forth on Schedule A. Notwithstanding the preceding sentence, to such extent as may be necessary and appropriate as determined by the Executive shall not be prohibited from engaging in activities from time to time on his business judgment and in consultation own behalf or on the behalf of non-profit organizations or industry associations, provided that such activities do not interfere with the performance of his duties or obligations under this Agreement. With the consent of the Board, faithfully, the Executive may serve on the boards of directors or trustees of other companies or organizations and devote a reasonable amount of working time to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries such approved activities. The Executive shall at all times be subject to abide by, and comply with, observe and carry out (a) the Company’s all rules , regulations , policies and codes procedures of ethics and/or conduct Elastic and any Co-Employer and all applicable laws and regulations including, but not limited to, those relating to its employees generally as currently in effect or as reasonably in effect from antitrust. The Executive's principal place of work shall be 6120 Windward Parkway, Suite 100, Alpharetta, Georgia 30005, until such time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time (or any other individual or entity to time reasonably establish whom the Executive reports), in its or approve for senior executive officers his discretion, designates another location as the Executive's principal place of the Company work.

Appears in 2 contracts

Samples: Elastic Networks Inc, Elastic Networks Inc

Duties. During The Executive shall have the Employment Period job, duties and reporting relationship set forth in Schedule A. Except as otherwise provided in this Section 3, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with devote his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s full working time, attention, knowledge skill, knowledge, experience and skills energies to the performance of his duties set forth on Schedule A. Notwithstanding the preceding sentence, to such extent as may be necessary and appropriate as determined by the Executive shall not be prohibited from engaging in activities from time to time on his business judgment and in consultation own behalf or on the behalf of non-profit organizations or industry associations, provided that such activities do not interfere with the performance of his duties or obligations under this Agreement. With the consent of the Board, faithfully, the Executive may serve on the boards of directors or trustees of other companies or organizations and devote a reasonable amount of working time to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries such approved activities. The Executive shall at all times be subject to abide by, and comply with, observe and carry out (a) the Company’s all rules , regulations , policies and codes procedures of ethics and/or conduct Elastic and any Co-Employer and all applicable laws and regulations including, but not limited to, those relating to its employees generally as currently in effect or as reasonably in effect from antitrust. The Executive's principal place of work shall be 6120 Windward Parkway, Suite 100, Alpharetta, Georgia 30005, until such time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time (or any other individual or entity to time reasonably establish whom the Executive reports), in its or approve for senior executive officers his discretion, designates another location as the Executive's principal place of the Company work.

Appears in 2 contracts

Samples: Elastic Networks Inc, Elastic Networks Inc

Duties. During the Employment Period, the The Executive shall do work for the Employer in a full-time capacity. The Executive shall, during the term of this Agreement, have the duties, responsibilities, powers, and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate authority customarily associated with the Executive serving positions in which he is employed, as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Paragraph 1 above. The Executive shall at all times be subject report to, comply with and follow the direction of, observe the President and carry out (a) Chief Executive Officer of the Company ’s rules . In addition to, regulations or in lieu of, policies and codes of ethics and/or conduct applicable the foregoing, the Executive also shall perform such other duties as may be assigned to its employees generally as currently in effect or as reasonably in effect him from time to time by the President and (b) such rules Chief Executive Officer. The Executive shall diligently, regulations competently, policies and faithfully perform all duties, codes and shall devote his entire business time, energy, attention, and skill to the performance of ethics and/or conduct, directions duties for the Employer and restrictions as will use his best efforts to promote the Board may from interests of the Employer; provided the Executive shall be entitled to devote time to time reasonably establish or approve for senior executive officers outside boards of directors, personal investments, and professional activities to the Company extent such activities do not unduly interfere with his duties hereunder.

Appears in 2 contracts

Samples: Hollinger International Inc, Hollinger International Inc

Duties. During the Employment Period, the The Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill work for the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President Employer in a full-time capacity. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout during the Employment Period term of this Agreement, devote substantially all of have the Executive’s working time duties, attention responsibilities, knowledge powers, and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation authority customarily associated with the Board positions of Vice President, faithfully, General Counsel and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Secretary. The Executive shall at all times be subject report to, comply with and follow the direction of, observe the President and carry out (a) Chief Executive Officer of the Company ’s rules . In addition to, regulations or in lieu of, policies and codes of ethics and/or conduct applicable the foregoing, the Executive also shall perform such other duties as may be assigned to its employees generally as currently in effect or as reasonably in effect him from time to time by the President and (b) such rules Chief Executive Officer. The Executive shall diligently, regulations competently, policies and faithfully perform all duties, codes and shall devote his entire business time, energy, attention, and skill to the performance of ethics and/or conduct, directions duties for the Employer and restrictions as will use his best efforts to promote the Board may from interests of the Employer; provided the Executive shall be entitled to devote time to time reasonably establish or approve for senior executive officers outside boards of directors, personal investments, and professional activities to the Company extent such activities do not unduly interfere with his duties hereunder.

Appears in 2 contracts

Samples: Hollinger International Inc, Hollinger International Inc

Duties. During the Employment Period, the (a) The Executive shall do and perform all lawful services duties of the position of Vice President and acts reasonably necessary or advisable and Chief Financial Officer of the Company consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties of such office set forth in the Company's By-Laws, as may reasonably be assigned to the Executive by the Board well as any other duties, commensurate with the Executive serving as Executive's position that are assigned by the Chief Executive Officer and Chairman of the Board ("Chairman"), the Board of Directors ("Board") or the President. The Company may reasonably adjust the duties and responsibilities of (b) Throughout his employment hereunder, Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working his full time, attention, knowledge and skills, to such extent as may be necessary skills during regular business hours in furtherance of the business of the Company and appropriate as determined by the Executive in his business judgment and in consultation with the Board, will faithfully, diligently and to the best of the Executive’s ability, to his ability perform the duties and responsibilities of the Executive’s position(s) described above in furtherance of the business affairs Company's best interests. During his employment, the Executive shall not engage, and shall not solicit any employees of the Company or affiliates to engage in any commercial activities which are in any way in competition with the activities of the Company and its subsidiaries Company, or which may in any way interfere with the performance of his duties or responsibilities to the Company. (c) The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board Company, consistent with the Executive's rights and duties under his Agreement, may from time to time reasonably establish or approve for senior executive officers of the Company and those imposed by law.

Appears in 1 contract

Samples: Employment Agreement (Gothic Production Corp)

Duties. (a)Services. During the Employment Period Term, Executive agrees to serve as CFO of the Executive Company and shall do and perform all lawful services and acts reasonably necessary or advisable and render his duties as CFO in a manner that is consistent with his position to fulfill the duties and responsibilities of the Executive’s position within the Company and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with and/or at the Executive serving as option of the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President Board, notwithstanding the specific title set forth in Section 1.1 hereof, based upon assigned by the Company’s needs CEO. In addition to his duties as CFO, Executive agrees to serve as an elected/appointed officer of the Company and Executive shall serve in such capacity without additional compensation during the Employment Term. Executive also agrees to serve as any elected/appointed director or officer of any subsidiary of the Company that the Company may, in its sole discretion, deem fit and Executive shall serve in such capacity or capacities without additional compensation during the Employment Term. Executive shall spend substantially all of his business time and attention at the Company’s headquarters in Minnetonka, Minnesota, however his employment under this Agreement may require travel and stay outside Minnetonka, Minnesota and the United States in order to fulfill his duties hereunder. (b)Certain Obligations. During the Employment Term, Executive (i) shall devote 100% of his business time and attention to achieve, in accordance with the policies and directives of the Board, and/or, at the option of the Board, the CEO, established from time to time in its/their/his discretion, the objectives of the Company, (ii) shall be subject to, and comply with, the rules, practices and policies applicable to executive employees whether reflected in an employee handbook, code of conduct, compliance policy or otherwise, as the same may exist and be amended from time to time . Except for sick leave , reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company ; and (iii) shall not engage in any business activities other than the performance of his duties under this Agreement. Notwithstanding any other language in this Agreement to the contrary, Executive may participate in civic, religious and charitable activities, make personal investments in other entities and act as a director for the entities and in the capacities set forth on Exhibit A hereto, or as otherwise approved by the Board in writing; provided that such other entities are not competitive with the Company, and provided that so acting shall not interfere with Executive’s duties with the Company.

Appears in 1 contract

Samples: Employment Agreement (Famous Daves of America Inc)

Duties. During As Chairman, Employee will preside at all meetings of the Employment Period Board, if present. Employee will be involved with the Board and the Company’s Chief Executive shall do Officer in establishing current and perform all lawful services long-range objectives, plans and acts reasonably necessary or advisable policies for the Company, and consistent with his position overseeing the Company’s corporate governance, and Board performance. In addition to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition on Schedule A attached hereto and made a part hereof, the Executive shall Employee also will have such other executive and managerial powers and duties as may be reasonably be assigned prescribed from time to time by the Board that are usual and customary for the position held. Employee will faithfully perform all duties related to the Executive position held, those duties that are set forth herein and those additional duties prescribed from time to time by the Board Board that are usual and customary for the position held. Employee agrees to comply with all policies, commensurate with standards, and regulations of the Executive serving as Company now existing or hereafter promulgated. Notwithstanding the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title authority set forth in Section 1.1 hereof 4.03, based upon Chairman of the Board, of the Company’s needs from time Bylaws currently in effect, Employee will not have the power to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) execute on the Company’s rules behalf any contract, regulations agreement, policies and codes note, bond, deed, mortgage, certificate, instrument or other document, or bind the Company in any manner, in his capacity as Chairman of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers without the prior express authorization of the Board or the Company ’s Chief Executive Officer.

Appears in 1 contract

Samples: Employment Agreement (Waste Industries Usa Inc)

Duties. During Commencing on the Second Amendment Effective Date and during the remainder of the Employment Period Term (as herein amended), the Executive shall do assist in the transition to office of his successor in the position of Senior Vice President Engineering (or such other title as may be held by the officer in charge of the Engineering department); and perform all lawful services such studies, evaluations, and acts reasonably necessary or advisable analyses, and consistent provide such assistance, oversight, advice, and counsel with his position respect to fulfill the duties and responsibilities aspects of the Executive’s position business and shall render such services on affairs of Intervoice as he may be directed to address by the terms set forth herein Chief Executive Officer. In addition, the Executive shall have such other executive duties, functions, responsibilities, and managerial powers and duties authority as may reasonably be assigned are from time to time delegated to the Executive by the Board, commensurate with the Chief Executive serving as Officer. The Executive shall report administratively and be accountable to the Chief Executive Officer and President Officer. The Company may reasonably adjust Executive shall continue to devote his full working time, skill, and attention and best efforts to the business and affairs of Intervoice to the extent necessary to discharge fully, faithfully, and efficiently the duties and responsibilities of Executive as the Chief Executive Officer delegated and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time assigned to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment or pursuant to the Employment Agreement, as amended by the First Amendment and in consultation with the Board this Second Amendment, faithfully except for usual, ordinary, and customary periods of vacation, and absence due to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect illness or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company other disability.

Appears in 1 contract

Samples: Amendment to Employment Agreement (Intervoice Inc)

Duties. During the Employment Period Contract Term, the Executive shall do serve as the President and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities Chief Executive Officer of the Executive’s position and shall render such services on the terms set forth herein Company. In addition such capacity, the Executive shall perform such duties and shall have such other executive responsibilities as are set forth in the By-laws and managerial powers such additional duties and duties responsibilities, commensurate with his position and title, as may reasonably be determined and assigned to the Executive from time to time by the Board Board of Directors. Notwithstanding the above, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the shall not be required to perform any duties and responsibilities which would be likely to result in a non-compliance with or violation of any applicable law or regulation. The Executive as shall report solely and directly to the Chief Executive Officer Board of Directors; all other officers and President, notwithstanding other employees of the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time Company shall report directly to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout or the Employment Period, devote substantially all Executive's designees. No other employee of the Company or any subsidiary shall have authority and responsibilities that are generally equal to or greater than those of the Executive ’s working time, attention, knowledge . The Executive accepts such employment and skills, hereby agrees to such extent as may be necessary and appropriate as determined by serve the Executive in his business judgment and in consultation with the Board, Company faithfully, industriously and to the best of the Executive’s ability his ability in such capacities, with undivided loyalty, devoting substantially all of his business time, attention, knowledge, energy and skills to the duties such employment as President and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities Chief Executive Officer of the Company except during vacation not to exceed three weeks in any 12-month period and its subsidiaries except as otherwise provided in the following sentence. The However, the Executive shall at all times be subject to, comply with, observe and carry out (a) may engage in the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company. following additional activities:

Appears in 1 contract

Samples: Restated Employment Agreement (United Retail Group Inc/De)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive him by the Board, commensurate with the Executive his serving as the Executive Vice President and Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Financial Officer. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates and, except where the Company provides its written consent otherwise, shall maintain his principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Companies Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive him by the Board, commensurate with the Executive his serving as the Executive Vice President and Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Operating Officer. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates and, except where the Company provides its written consent otherwise, shall maintain his principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Companies Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive him by the Board, commensurate with the Executive his serving as the President and Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Officer. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates and, except where the Company provides its written consent otherwise, shall maintain his principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Companies Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board him, commensurate with the Executive his serving as the Executive Vice President and Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Financial Officer. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board him, commensurate with the Executive his serving as the Executive Vice President and Chief Executive Merchandising Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs from time to time . Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates and, except where the Company provides its written consent otherwise, shall maintain his principal residence within 75 miles of the principal office of the Company beginning within sixty (60) days as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board him, commensurate with the Executive his serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time SENIOR VICE PRESIDENT OF INTERNATIONAL FRANCHISING. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Companies Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board him, commensurate with the Executive his serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time SENIOR VICE PRESIDENT OF SCIENTIFIC AFFAIRS. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates and, except where the Company provides its written consent otherwise, shall maintain his principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Companies Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board him, commensurate with the Executive his serving as the Chief Executive Officer Senior Vice President of Finance and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Corporate Controller. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates and, except where the Company provides its written consent otherwise, shall maintain his principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board him, commensurate with the Executive his serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities Senior Vice President of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Stores. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition International Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board him, commensurate with the Executive his serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and Senior Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time National Sales Director. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and affiliates and, except where the Company provides its written consent otherwise, shall maintain his principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct directions, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive ’s 's position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief Executive Officer and a Senior Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief Executive Officer and a Senior Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s 's needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive ’s 's working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive ’s 's ability, to the duties and responsibilities of the Executive ’s position(s) 's position in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive's principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company ’s 's rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the "Board") may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: LNT Leasing II, LLC

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive ’s 's position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief an Executive Officer and Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief an Executive Officer and Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s 's needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive ’s 's working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive ’s 's ability, to the duties and responsibilities of the Executive ’s position(s) 's position in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive's principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company ’s 's rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the "Board") may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (LNT Leasing II, LLC)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board of Directors of the Company (the “Board ”), commensurate with the Executive serving as the Executive Vice President and Chief Executive Officer and President Merchandising Officer. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief an Executive Officer and Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board of Directors of the Company (the “Board ”), commensurate with the Executive serving as the Executive Vice President and Chief Executive Officer and President Operating Officer. The Company may reasonably adjust the duties and responsibilities of Executive as the Executive Vice President and Chief Executive Officer and President Operating Officer, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board of Directors of the Company (the “Board ”), commensurate with the Executive serving as the President and Chief Executive Officer and President Officer. The Company may reasonably adjust the duties and responsibilities of Executive as the President and Chief Executive Officer and President Officer, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, skills faithfully and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board of Directors of the Company (the “Board ”), commensurate with the Executive serving as the President and Chief Executive Officer and President Officer. The Company may reasonably adjust the duties and responsibilities of the Executive as the President and Chief Executive Officer and President Officer, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Centers, Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board of Directors of the Company (the “Board ”), commensurate with the Executive serving as executive Chairman of the Chief Executive Officer and President Board. The Company may reasonably adjust the duties and responsibilities of Executive as executive Chairman of the Chief Executive Officer and President Board, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, faithfully and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company Company, and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof). During the Employment Period, the Executive shall spend sufficient time at the Company’s corporate headquarters in Pittsburgh, Pennsylvania as the Executive and the Board shall deem necessary to discharge the Executive’s responsibilities hereunder, and the Company shall provide the Executive with an appropriate office and secretarial support at such corporate headquarters. Notwithstanding the foregoing, the Company acknowledges that the Executive currently intends not to reside in Pennsylvania and agrees that the Executive shall not be required to relocate to Pittsburgh, Pennsylvania or any other location. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief Executive Officer and a Senior Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief Executive Officer and a Senior Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) position in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Centers, Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief Executive Officer and Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief Executive Officer and Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Centers, Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the a President and Chief Executive Officer and President Operating Officer. The Company may reasonably adjust the duties and responsibilities of the Executive as the President and Chief Executive Officer and President Operating Officer, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (Linens N Things Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief Executive Officer and a Senior Vice President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and a Senior Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief Executive Officer and a Senior Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief Executive Officer and a Senior Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, shall throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to , . comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Centers, Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief an Executive Officer and Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief an Executive Officer and Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of General Nutrition International in Ft. Lauderdale, Florida as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company . . Notwithstanding the foregoing, the Executive is permitted, to the extent such activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create an adverse business conflict with any Company Party (as defined in Section 5.4(b)), to serve on civic or charitable boards or committees (it being understood that serving on the boards set forth on Exhibit A hereof will, as of the Effective Date, be deemed not to interfere with the performance of his duties and responsibilities under this Agreement)

Appears in 1 contract

Samples: Employment Agreement (GNC Acquisition Holdings Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief an Executive Officer and Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief an Executive Officer and Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. Notwithstanding the foregoing, the Executive is permitted, to the extent such activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create an adverse business conflict with any Company Party, (as defined in Section 5.4(b)), to (a) manage his personal, financial and legal affairs, (b) serve on civic or charitable boards or committees; and (c) deliver lectures of fulfill speaking engagements. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (General Nutrition Centers, Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board Executive, commensurate with the Executive serving as the Chief an Executive Officer and Vice President. The Company may reasonably adjust the duties and responsibilities of the Executive as the Chief an Executive Officer and Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Second Amended and Restated Employment Agreement (Linens Holding Co.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s his position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive him by the Board, commensurate with the Executive his serving as Chairman of the Board and interim Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Officer. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge knowledge, skills and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability efforts, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined herein). The During the Employment Period, the Executive shall spend sufficient time at all times be subject to, comply with, observe and carry out (a) the Company ’s rules 's corporate headquarters in Pittsburgh, regulations, policies Pennsylvania as he and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time shall deem necessary to time reasonably establish discharge his responsibilities hereunder, and the Company shall provide the Executive with an appropriate office and secretarial support at such corporate headquarters. Notwithstanding the foregoing, the Company acknowledges that the Executive currently intends to reside in Texas and agrees that the Executive shall not be required to relocate to Pittsburgh, Pennsylvania or approve for senior executive officers of the Company any other location.

Appears in 1 contract

Samples: Indemnification Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s his position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive him by the Board, commensurate with the Executive his serving as the President and Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time Officer. Except for sick leave, reasonable vacations vacations, and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s his working time, attention, knowledge knowledge, skills and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability efforts, to the duties and responsibilities of the Executive’s position(s) his positions in furtherance of the business affairs and activities of the Company and its subsidiaries subsidiaries and Affiliates (as defined herein). The During the Employment Period, the Executive shall be based at the corporate headquarters in Pittsburgh, Pennsylvania and shall devote substantially all of his time, attention, knowledge and skills, faithfully and to the best of his abilities to the duties and responsibilities of his positions in furtherance of the business affairs and activities of the Company, GNC and their subsidiaries and Affiliates. Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies , codes of ethics and/or conduct , directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company.

Appears in 1 contract

Samples: Employment Agreement (GNC Corp)

Duties. During the Employment Period, the Executive shall do have the normal duties, responsibilities and perform all lawful services authority commensurate with the position of [Note 2], and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the The Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, skills faithfully, and to the best of the Executive’s ability, to the Executive’s duties and responsibilities of under this Agreement and, except where the Company provides its written consent otherwise, shall maintain the Executive’s position(s) in furtherance principal residence within 75 miles of the business affairs and activities principal office of the Company and its subsidiaries as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally and senior executive officers as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company time.

Appears in 1 contract

Samples: Form of Employment Agreement (GNC Holdings, Inc.)

Duties. During the Employment Period Term, the Executive shall do be the Secretary/Treasurer, Chief Operating Officer and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities Chief Financial Officer of the Executive’s position and shall render Company with such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers authority and duties as may reasonably be assigned to is customary for the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities officer of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth a corporation in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully position, and to the best of the Executive’s ability, to the shall perform such other services and duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers designate consistent with such position. The Executive shall devote his full time, best efforts and undivided attention to the business and affairs of the Company except for vacations, personal time to which he is entitled pursuant to the terms of this Agreement and except for illness or incapacity; provided, however, that the Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations which, in such Board's judgment, will not present any conflict of interest with the Company , or materially affect the performance of the Executive's duties pursuant to this Agreement as long as the Executive discloses in writing each such position to the Board.

Appears in 1 contract

Samples: Lifeline Therapeutics, Inc.

Duties. During the Employment Period Period of Employment, the Executive shall do Employee shall, subject to the authority of the Board of Directors of the Company (the "Board"), be employed as President and perform all lawful services Chief Operating Officer, with such duties, responsibilities and acts reasonably necessary or advisable and authority as are consistent with his position to fulfill the duties such employment including, but not limited to, all matters involving research and responsibilities development of the Executive’s position Company's products and shall render services, and with such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers additional responsibilities and duties as may be reasonably be assigned to the Executive him by the Board, commensurate with the Executive serving as the Chief Executive Officer which in each case he shall faithfully and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company diligently perform.

Appears in 1 contract

Samples: Cardxx Inc

Duties. During the Employment Period Term, the Executive shall do have the authority and power to perform all lawful services and acts reasonably necessary or advisable and such duties consistent with his position to fulfill the duties positions as Chief Executive Officer and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties President as may reasonably be assigned to the Executive designated by the Board, and shall report only to the Board or any committees thereof at the request of the Board. Executive shall not be required without his consent to undertake responsibilities not commensurate with his position. Executive shall comply fully and promptly with the Executive serving various policies, procedures and rules governing employees promulgated and/or as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs amended from time to time time by the Company and any applicable subsidiary or Affiliate of the Company (including, without limitation, the Company's Code of Conduct and Government Affairs Policies and Procedures) and with any applicable disclosure and other requirements of any governmental authority and of any other entity with which the Company, its subsidiaries and Affiliates are doing or propose to do business. Except for sick leave illness, vacations, and holidays in accordance with then-current Company policy, and (subject to the approval of the Board) reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working his full business time, attention, knowledge skill, undivided loyalty and skills best efforts to the faithful performance of his duties hereunder; provided, to however, that Executive may, as long as such extent as may be necessary and appropriate as determined by activities do not interfere with the Executive in his business judgment and in consultation performance of Executive's responsibilities: (i) with the prior approval of the Chairman of the Board, faithfully serve (and retain any compensation with respect to such service) on corporate, civic and charitable boards and committees, (ii) deliver lectures and fulfill speaking engagements, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s (iii) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company manage personal investments.

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Gtech Holdings Corp)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have the authority and power to perform such other executive duties consistent with those of the President and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President shall not be required without his written consent to undertake responsibilities not commensurate with his position. The Company may reasonably adjust If Executive becomes Chairman, then he also shall have the authority and power to perform the duties consistent with such position. Executive shall comply fully and responsibilities promptly with the various policies, procedures and rules governing employees promulgated and/or as amended from time to time by the Company and any applicable subsidiary or Affiliate of Executive as the Chief Executive Officer and President Company (including, notwithstanding the specific title set forth in Section 1.1 hereof without limitation, based upon the Company ’s needs 's Ethical Conduct and Conflicts of Interest Policy and Government Relations Policy) and with any applicable disclosure and other requirements of any governmental authority and of any other entity with which the Company, its subsidiaries and Affiliates are doing or propose to do business. Except for illness, vacations, and holidays in accordance with then-current Company policy (or, if applicable, this Agreement), and (subject to the approval of the Board) reasonable leaves of absence, Executive shall devote his full business time, attention, skill, undivided loyalty and best efforts to the faithful performance of his duties hereunder; provided, however, that with the approval of the Board (which approval shall not unreasonably be withheld), from time to time . Except for sick leave , reasonable vacations Executive may serve, or continue to serve, on the board of directors of, and excused leaves hold any other offices or positions, in companies or organizations, which in the Board's judgment, will not present any conflict of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation interest with the Board Company, faithfully its subsidiaries or Affiliates, and or materially adversely affect the performance of Executive's duties pursuant to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement.

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Gtech Holdings Corp)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, are commensurate with the Executive serving Executive's position as the interim Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs from time to time. Except for sick leave , reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to as well as such extent other duties as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers be assigned to Executive by the Board of Directors of the Company . Executive shall faithfully, diligently and competently perform such services and devote Executive's full business time and attention to the affairs of the Company. Executive shall, at all times during the Term, adhere to and obey any and all written internal rules and regulations governing the conduct of, and to the same extent as, the Company's employees, as established or modified from time to time; provided, however, that, in the event of any conflict between the provisions of this Agreement and any such rules or regulations, the provisions of this Agreement shall control.

Appears in 1 contract

Samples: Consulting Agreement (True Value Co)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities serve as Chairman of the Executive’s position Board of Directors and shall render such services on the terms set forth herein Chief Executive Officer. In addition such capacity, the Executive shall have the duties, functions, responsibilities, and authority customarily appertaining to that position, subject to the control and supervision of the Parent’s Board of Directors (the “Board of Directors” or “Board”), and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board Board of Directors. Executive shall perform the services contemplated herein faithfully, commensurate with diligently, to the best of his ability and in the best interests of the Company. Executive serving as shall, at all times perform such services in compliance with, and to the Chief extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive Officer and President is aware. The Company Executive may reasonably adjust rely on the duties and responsibilities advice of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs outside lawyers in connection with such matters. Executive may also rely on the advice of financial advisors and other professional advisors and consultants in discharging Executive’s duties hereunder. Executive shall, at all times during the Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of the Company’s employees, as established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Employment Agreement (William Lyon Homes)

Duties. During the Employment Period Term, the Executive shall do serve as President and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein Chief Operating Officer. In addition such capacity, the Executive shall have the duties, functions, responsibilities, and authority customarily appertaining to that position, subject to the control and supervision of the Parent’s Board of Directors (the “Board of Directors” or “Board”), and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board Board of Directors. Executive shall perform the services contemplated herein faithfully, commensurate with diligently, to the best of his ability and in the best interests of the Company. Executive serving as shall, at all times perform such services in compliance with, and to the Chief extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive Officer and President is aware. The Company Executive may reasonably adjust rely on the duties and responsibilities advice of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs outside lawyers in connection with such matters. Executive may also rely on the advice of financial advisors and other professional advisors and consultants in discharging Executive’s duties hereunder. Executive shall, at all times during the Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of the Company’s employees, as established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Employment Agreement (William Lyon Homes)

Duties. During the Employment Period Term, the Executive shall do Employee agrees to serve as President and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer of Calypte. Subject to the direction and President authorization of Calypte's board of directors (the "Board of Directors"), the Employee shall direct and manage the affairs of Calypte and shall perform such other functions and undertake such other responsibilities as are customarily associated with his capacity as President and Chief Executive Officer. The Company may reasonably adjust Employee shall devote his full business time, attention and skill to the duties performance of such duties, services and responsibilities responsibilities, and will use his best efforts to promote the interests of Executive Calypte. The Employee shall, at all times during the Term, adhere to and obey any and all written internal rules and regulations governing the conduct of Calypte's employees, as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, that, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Constitutes the Entire Agreement (Calypte Biomedical Corp)

Duties. During the Employment Period Term, the Executive shall do Employee agrees to serve as President and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer of Calypte. Subject to the direction and President authorization of Calypte’s board of directors (the “Board of Directors”), the Employee shall direct and manage the affairs of Calypte and shall perform such other functions and undertake such other responsibilities as are customarily associated with his capacity as President and Chief Executive Officer. The Company may reasonably adjust Employee shall devote such tine, attention and skill necessary to fully perform his duties, services and responsibilities, and will use his best efforts to promote the duties interests of Calypte. The Employee shall, at all times during the Term, adhere to and responsibilities obey any and all written internal rules and regulations governing the conduct of Executive Calypte’s employees, as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, that, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Employment Agreement (Calypte Biomedical Corp)

Duties. During the Employment Period Term, the Executive shall do be employed by the Company as Chairman and perform all lawful services Head of Research and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities Development of the Executive’s position and shall render such services on the terms set forth herein Company. In addition such capacities, the Executive shall perform the customary duties and have the customary responsibilities of such positions and such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time time by the Buyer’s Chief Operating Officer or the Buyer’s Board of Directors (the “Board”). Except for sick leave, reasonable vacations and excused leaves of absence, The Executive agrees to faithfully serve the Executive shall, throughout the Employment Period Company, devote substantially all of the Executive’s his full working time, attention attention and energies to the business of the Company its parent, knowledge subsidiaries and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully affiliated entities, and perform the duties under this Employment Agreement to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries his abilities. The Executive shall at be excused from rendering his service during reasonable vacation periods and during other reasonable temporary absences as may be authorized in accordance with the Buyer’s policies. The Executive agrees to comply with all times be subject to applicable laws, comply with governmental rules and regulation, observe and carry out (a) all requirements of all applicable regulatory, self-regulatory, administrative bodies and the Buyer’s and Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as not to engage in any other business or employment without the Board may from time to time reasonably establish or approve for senior executive officers prior written consent of the Company Board.

Appears in 1 contract

Samples: Stock Purchase Agreement (Natrol Inc)

Duties. During the Employment Period Term, the Executive shall do regularly attend and preside at Board meetings, serve on and preside over appropriate committees as reasonably requested by the Board, set meetings schedules and agendas, manage information flow to the Board to assure appropriate understanding of and discussion regarding matters of interest or concern to the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform all lawful such duties, services and acts reasonably necessary or advisable responsibilities and consistent with his position have the authority commensurate to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein position. In addition, while the Executive serves as Executive Chairman, his duties shall have such other executive and managerial powers and include those specified on Appendix A hereto. While the Executive serves as Non-Executive Chairman, the Executive's duties as may reasonably be assigned shall include those specified on Appendix B hereto. It is expected, subject to the Executive formal approval by the Board, commensurate with that the Executive serving as will serve in a leadership role on the Chief Executive Officer key committees of the Board to the extent consistent with applicable laws, rules and President regulations. The Company may reasonably adjust and the duties Executive agree that the Executive shall be permitted to engage in other business, civic and responsibilities of Executive as charitable activities (subject to the Chief Executive Officer and President, notwithstanding the specific title set forth restrictions in Section 1.1 hereof 10), based upon as long as such activities do not materially interfere with the Company’s needs from time to time performance of his duties hereunder. Except for sick leave, reasonable vacations and excused leaves of absence Notwithstanding the foregoing, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities agrees that he shall not commence full-time employment outside of the Company and its subsidiaries. The while he serves as Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company Chairman.

Appears in 1 contract

Samples: Agreement (Conseco Inc)

Duties. During the Employment Period Term, the Executive shall do render exclusive and perform all lawful full-time services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities as Senior Vice President of the Executive’s position and shall render such services on the terms set forth herein Company (hereinafter, “Senior Vice President”). In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned report to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer of the Company (hereinafter, the “CEO”), and President Executive’s duties, responsibilities, and authority shall be as directed by the CEO. The Company may reasonably adjust Executive shall have the duties powers and responsibilities of authority consistent with such responsibilities, duties, and authority. The Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s his working time, attention, knowledge knowledge, and skills skills faithfully, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully diligently, and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company. During the Term, the Executive shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of the Company and its subsidiaries from engaging in any activity which is or may be competitive with the activities of the Company. Nothing in this Section shall preclude the Executive from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with the Executive’s performance under this Agreement. The Executive shall at all times be subject to, comply with, observe and carry out (a) agrees to abide by the Company’s rules, regulations, instructions, personnel practices and policies of the Company and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect any changes therein that may be adopted from time to time by the Company, and (b) the Executive acknowledges receipt of copies of all such rules, regulations, policies instructions, codes of ethics and/or conduct, directions personnel practices and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers policies of the Company Company committed to writing as of the date of this Agreement. The Executive will be working in the principal offices of the Company located in Baltimore, Maryland.

Appears in 1 contract

Samples: Executive Employment Agreement (Under Armour, Inc.)

Duties. During the Employment Period Term, the Executive shall do serve as President and perform all lawful services Chief Executive Officer (hereinafter, “President and acts reasonably necessary or advisable CEO”) of the Company and shall report to, and have those duties, responsibilities, and authority assigned him from time to time by, the Board of Directors of the Company (the “Board”). The Executive shall have the powers and authority consistent with such responsibilities, duties, and authority. The Executive shall devote substantially all his position working time, attention, knowledge, and skills faithfully, diligently, and to fulfill the duties best of his ability, in furtherance of the business and responsibilities activities of the Company. During the Term, the Executive shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of the Company and from engaging in any activity which is or may be competitive with the activities of the Company. Nothing in this Section shall preclude the Executive from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with the Executive’s position and shall render such services on the terms set forth herein performance under this Agreement. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned permitted to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the perform incidental duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon for his family investments provided that such family business duties shall not interfere with his duties to the Company ’s needs from time . The Executive agrees to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined abide by the Executive in his business judgment rules, regulations, instructions, personnel practices and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities policies of the Company and its subsidiaries. The Executive shall at all times any changes therein that may be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect adopted from time to time by the Company, and (b) the Executive acknowledges receipt of copies of all such rules, regulations, policies instructions, codes of ethics and/or conduct, directions personnel practices and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers policies of the Company Company committed to writing as of the date of this Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Under Armour, Inc.)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities serve as Vice President of Sales (hereinafter, “Vice Sales”) of the Executive’s position Company and shall render such services on the terms set forth herein. In addition report to, the Executive shall and have such other executive those duties, responsibilities, and managerial powers and duties as may reasonably be authority assigned him from time to the Executive by the Board time by, commensurate with the Executive serving as the Chief Executive Officer and President of the Company (hereinafter, the “CEO”). The Company may reasonably adjust Executive shall have the duties powers and responsibilities of authority consistent with such responsibilities, duties, and authority. The Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s his working time, attention, knowledge knowledge, and skills skills faithfully, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully diligently, and to the best of the Executive’s his ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company. During the Term, the Executive shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of the Company and its subsidiaries from engaging in any activity which is or may be competitive with the activities of the Company. Nothing in this Section shall preclude the Executive from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with the Executive’s performance under this Agreement. The Executive shall at all times be subject to, comply with, observe and carry out (a) agrees to abide by the Company’s rules, regulations, instructions, personnel practices and policies of the Company and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect any changes therein that may be adopted from time to time by the Company, and (b) the Executive acknowledges receipt of copies of all such rules, regulations, policies instructions, codes of ethics and/or conduct, directions personnel practices and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers policies of the Company Company committed to writing as of the date of this Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Under Armour, Inc.)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill serve as the duties and responsibilities Chief Business Officer (CBO) of the Executive’s Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and shall render such services on other duties as reasonably determined and assigned by the terms set forth herein Chief Executive Officer of the Company, from time to time. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving serve as the Chief Executive Business Officer and President of Valeritas Holdings, Inc., the parent of the Company. The Executive shall devote substantially all of his time, attention and skill to such duties, except for paid vacation and other excused absence periods, and shall serve the Company may reasonably adjust and its affiliates faithfully and to the duties best of his ability, and responsibilities shall use his best efforts to promote the success of Executive as the Chief Executive Officer and President, notwithstanding business of the specific title set forth in Section 1.1 hereof, based upon Company. The Executive’s employment is subject to compliance with the Company’s needs policies, including any code of conduct, all as may be amended from time to time. Except for sick leave Notwithstanding the foregoing, reasonable vacations and excused leaves of absence, nothing in this Section 2 will prevent the Executive shall, throughout the Employment Period, devote substantially all of from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s working time, attention, knowledge duties under this Agreement and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company that do not violate Section 6.

Appears in 1 contract

Samples: Employment Agreement (Valeritas Holdings Inc.)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill serve as the duties and responsibilities Chief Commercial Officer (CCO) of the Executive’s Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and shall render such services on other duties as reasonably determined and assigned by the terms set forth herein Chief Executive Officer of the Company, from time to time. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving serve as the Chief Executive Commercial Officer and President of Valeritas Holdings, Inc., the parent of the Company. The Executive shall devote substantially all of his time, attention and skill to such duties, except for paid vacation and other excused absence periods, and shall serve the Company may reasonably adjust and its affiliates faithfully and to the duties best of his ability, and responsibilities shall use his best efforts to promote the success of Executive as the Chief Executive Officer and President, notwithstanding business of the specific title set forth in Section 1.1 hereof, based upon Company. The Executive’s employment is subject to compliance with the Company’s needs policies, including any code of conduct, all as may be amended from time to time. Except for sick leave Notwithstanding the foregoing, reasonable vacations and excused leaves of absence, nothing in this Section 2 will prevent the Executive shall, throughout the Employment Period, devote substantially all of from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s working time, attention, knowledge duties under this Agreement and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company that do not violate Section 6.

Appears in 1 contract

Samples: Employment Agreement (Valeritas Holdings Inc.)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill serve as the duties and responsibilities Chief Commercial Officer of the Executive’s Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be determined and assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs , from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the The Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working his time, attention, knowledge attention and skills, skill to such extent as may be necessary duties, except for paid vacation and appropriate as determined by other excused absence periods, and shall serve the Executive in his business judgment and in consultation with the Board, faithfully, Company faithfully and to the best of his ability, and shall use his best efforts to promote the success of the business of the Company. The Executive’s employment is subject to compliance with the Company’s policies, including any code of conduct, all as may be amended from time to time. Notwithstanding the foregoing, nothing in this Section 2 will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s ability, to the duties under this Agreement and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company that do not violate Section 6.

Appears in 1 contract

Samples: Employment Agreement (Valeritas Inc)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving serve as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs , and shall perform the executive and administrative duties, functions and privileges incumbent with such position and such other duties as reasonably determined and assigned by the Board of Directors of the Company (the “Board”), from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the The Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working her time, attention, knowledge attention and skills, skill to such extent as may be necessary duties, except for paid vacation and appropriate as determined by other excused absence periods, and shall serve the Executive in his business judgment and in consultation with the Board, faithfully, Company faithfully and to the best of her ability, and shall use her best efforts to promote the success of the business of the Company. The Executive’s employment is subject to compliance with the Company’s policies, including any code of conduct, all as may be amended from time to time. Notwithstanding the foregoing, nothing in this Section 2 will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s ability, to the duties under this Agreement and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company that do not violate Section 6.

Appears in 1 contract

Samples: Employment Agreement (Valeritas Inc)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill serve as the duties and responsibilities Chief Financial Officer of the Executive’s Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be determined and assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs , from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the The Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working his time, attention, knowledge attention and skills, skill to such extent as may be necessary duties, except for paid vacation and appropriate as determined by other excused absence periods, and shall serve the Executive in his business judgment and in consultation with the Board, faithfully, Company faithfully and to the best of his ability, and shall use his best efforts to promote the success of the business of the Company. The Executive’s employment is subject to compliance with the Company’s policies, including any code of conduct, all as may be amended from time to time. Notwithstanding the foregoing, nothing in this Section 2 will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s ability, to the duties under this Agreement and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company that do not violate Section 6.

Appears in 1 contract

Samples: Employment Agreement (Valeritas Inc)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill serve as the duties and responsibilities Executive Vice President, Manufacturing Operations & R&D of the Executive’s Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be determined and assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs , from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the The Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working his time, attention, knowledge attention and skills, skill to such extent as may be necessary duties, except for paid vacation and appropriate as determined by other excused absence periods, and shall serve the Executive in his business judgment and in consultation with the Board, faithfully, Company faithfully and to the best of his ability, and shall use his best efforts to promote the success of the business of the Company. The Executive’s employment is subject to compliance with the Company’s policies, including any code of conduct, all as may be amended from time to time. Notwithstanding the foregoing, nothing in this Section 2 will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s ability, to the duties under this Agreement and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company that do not violate Section 6.

Appears in 1 contract

Samples: Employment Agreement (Valeritas Inc)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill serve as the duties and responsibilities Executive Vice President, Manufacturing Operations & R&D of the Executive’s Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be determined and assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs , from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the The Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working his time, attention, knowledge attention and skills, skill to such extent as may be necessary duties, except for paid vacation and appropriate as determined by other excused absence periods, and shall serve the Executive in his business judgment and in consultation with the Board, faithfully, Company faithfully and to the best of his ability, and shall use his best efforts to promote the success of the business of the Company. The Executive’s employment is subject to compliance with the Company’s policies, including any code of conduct, all as may be amended from time to time. Notwithstanding the foregoing, nothing in this Section 2 will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s ability, to the duties under this Agreement and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries that do not violate Section 6. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company. Confidential - Jenkins

Appears in 1 contract

Samples: Employment Agreement (Valeritas Holdings Inc.)

Duties. During the Employment Period Term, the Executive shall do serve as the Vice President, Corporate Controller and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities Treasurer of the Executive’s Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be determined and assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Financial Officer and/or Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs , from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the The Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working his time, attention, knowledge attention and skills, skill to such extent as may be necessary duties, except for paid vacation and appropriate as determined by other excused absence periods, and shall serve the Executive in his business judgment and in consultation with the Board, faithfully, Company faithfully and to the best of his ability, and shall use his best efforts to promote the success of the business of the Company. The Executive’s employment is subject to compliance with the Company’s policies, including any code of conduct, all as may be amended from time to time. Notwithstanding the foregoing, nothing in this Section 2 will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s ability, to the duties under this Agreement and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries that do not violate Section 6. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company. Conley - Confidential

Appears in 1 contract

Samples: Employment Agreement (Valeritas Holdings Inc.)

Duties. During the Employment Period Term, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill serve as the duties and responsibilities Vice President, Human Resources of the Executive’s Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be determined and assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company ’s needs , from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the The Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working his time, attention, knowledge attention and skills, skill to such extent as may be necessary duties, except for paid vacation and appropriate as determined by other excused absence periods, and shall serve the Executive in his business judgment and in consultation with the Board, faithfully, Company faithfully and to the best of his ability, and shall use his best efforts to promote the success of the business of the Company. The Executive’s employment is subject to compliance with the Company’s policies, including any code of conduct, all as may be amended from time to time. Notwithstanding the foregoing, nothing in this Section 2 will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not materially inconsistent with the Executive’s ability, to the duties under this Agreement and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company that do not violate Section 6.

Appears in 1 contract

Samples: Employment Agreement (Valeritas Inc)

Duties. During the Term, the Executive shall: (i) be employed from the Commencement Date forward as Employee of the Company in the capacity of an employee, advisor, and/or consultant or such other office as to which he shall agree to accept in the stead hereof, and shall, commencing on the Commencement Date; (i) During the Employment Period, the Executive shall do serve as President and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer of the Company and President. The shall have the normal duties, responsibilities, functions and authority of such position, subject to the powers set forth in the Bylaws of the Company may reasonably adjust and by the duties Board to expand or limit such duties, responsibilities, functions and responsibilities of Executive as the authority commensurate with a Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time position. Except for sick leave, reasonable vacations and excused leaves of absence, the (ii) Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and shall report to the Board and shall devote his best of the Executive’s ability, efforts to the duties business and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Subsidiaries. The Executive shall at all times be subject to perform his duties, comply with functions and responsibilities to the Company to the best of his abilities in a diligent, observe trustworthy, businesslike and carry out (a) efficient manner. Executive will conduct his primary business activities from within the Company’s rules principal place of business, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably the Clearwater, Florida area, other than while Executive is engaged in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve business travel for senior executive officers of the Company. ; (iii) devote such other business time, attention and energies to the business of the Company as he shall deem appropriate; and, (iv) act in accordance with the policies of the Company in effect as of the Commencement Date.

Appears in 1 contract

Samples: Employment Agreement (Acacia Diversified Holdings, Inc.)

Duties. During the Employment Period term of this Agreement (including all renewal periods, if any, the “Term”), Executive shall do agrees to be employed by and perform all lawful services to serve NMHC as Chief Financial Officer and acts reasonably necessary or advisable NMHC agrees to employ and consistent with his position retain Executive in such capacity subject to fulfill the duties and responsibilities provisions of the Executive’s position and shall render such services on the terms set forth herein this Agreement. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as are customarily assigned to individuals serving in such positions, as the Chief Executive Officer and President same may be described in NMHC’s bylaws, notwithstanding as the specific title set forth in Section 1.1 hereof, based upon the Company’s needs same may be amended from time to time , and such other duties consistent with Executive’s titles and positions as the Board of Directors of NMHC (the “Board”) shall from time to time lawfully direct. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working business time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully energy, and skill to the best business of NMHC and the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries other NMHC Entities. The Executive shall at all times be subject to act in a manner consistent with, and otherwise comply with, observe any and carry out (a) the Company’s rules, regulations, policies and all codes of business conduct and ethics and/or conduct applicable to its employees generally of NMHC and all insider trading policies of NMHC, as currently in effect the same may be adopted or as reasonably in effect amended from time to time and (b) such rules provided to Executive in writing. Executive will promote the goodwill of NMHC among its customers, regulations shareholders, policies employees, codes of ethics and/or conduct vendors, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company general public.

Appears in 1 contract

Samples: Employment Agreement (National Medical Health Card Systems Inc)

Duties. During the Employment Period term of this Agreement (including all renewal periods, if any, the “Term”), Executive shall do agrees to be employed by and perform all lawful services to serve NMHC as Chief Specialty Officer, and acts reasonably necessary or advisable NMHC agrees to employ and consistent with his position retain Executive in such capacity subject to fulfill the duties and responsibilities provisions of the Executive’s position and shall render such services on the terms set forth herein this Agreement. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as are customarily assigned to individuals serving in such positions, as the Chief Executive Officer and President same may be described in NMHC’s bylaws, notwithstanding as the specific title set forth in Section 1.1 hereof, based upon the Company’s needs same may be amended from time to time , and such other duties consistent with Executive’s titles and positions as the Board of Directors of NMHC (the “Board”) shall from time to time lawfully direct. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working business time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully energy, and skill to the best business of NMHC and the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries other NMHC Entities. The Executive shall at all times be subject to act in a manner consistent with, and otherwise comply with, observe any and carry out (a) the Company’s rules, regulations, policies and all codes of business conduct and ethics and/or conduct applicable to its employees generally of NMHC and all insider trading policies of NMHC, as currently in effect the same may be adopted or as reasonably in effect amended from time to time and (b) such rules provided to Executive in writing. Executive will promote the goodwill of NMHC among its customers, regulations shareholders, policies employees, codes of ethics and/or conduct vendors, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company general public.

Appears in 1 contract

Samples: Employment Agreement (National Medical Health Card Systems Inc)

Duties. During the Employment Period term of this Agreement (including all renewal periods, if any, the “Term”), Executive shall do agrees to be employed by and perform all lawful services to serve NMHC as Cief Marketing Officer and acts reasonably necessary or advisable NMHC agrees to employ and consistent with his position retain Executive in such capacity subject to fulfill the duties and responsibilities provisions of the Executive’s position and shall render such services on the terms set forth herein this Agreement. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as are customarily assigned to individuals serving in such positions, as the Chief Executive Officer and President same may be described in NMHC’s bylaws, notwithstanding as the specific title set forth in Section 1.1 hereof, based upon the Company’s needs same may be amended from time to time , and such other duties consistent with Executive’s titles and positions as the Board of Directors of NMHC (the “Board”) shall from time to time lawfully direct. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working business time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully energy, and skill to the best business of NMHC and the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries other NMHC Entities. The Executive shall at all times be subject to act in a manner consistent with, and otherwise comply with, observe any and carry out (a) the Company’s rules, regulations, policies and all codes of business conduct and ethics and/or conduct applicable to its employees generally of NMHC and all insider trading policies of NMHC, as currently in effect the same may be adopted or as reasonably in effect amended from time to time and (b) such rules provided to Executive in writing. Executive will promote the goodwill of NMHC among its customers, regulations shareholders, policies employees, codes of ethics and/or conduct vendors, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company general public.

Appears in 1 contract

Samples: Employment Agreement (National Medical Health Card Systems Inc)

Duties. During the Employment Period term of this Agreement (including all renewal periods, if any, the “Term”), Executive shall do agrees to be employed by and perform all lawful services to serve NMHC as General Counsel, and acts reasonably necessary or advisable NMHC agrees to employ and consistent with his position retain Executive in such capacity subject to fulfill the duties and responsibilities provisions of the Executive’s position and shall render such services on the terms set forth herein this Agreement. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as are customarily assigned to individuals serving in such positions, as the Chief Executive Officer and President same may be described in NMHC’s bylaws, notwithstanding as the specific title set forth in Section 1.1 hereof, based upon the Company’s needs same may be amended from time to time , and such other duties consistent with Executive’s titles and positions as the Board of Directors of NMHC (the “Board”) shall from time to time lawfully direct. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, shall devote substantially all of the Executive’s working business time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully energy, and skill to the best business of NMHC and the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries other NMHC Entities. The Executive shall at all times be subject to act in a manner consistent with, and otherwise comply with, observe any and carry out (a) the Company’s rules, regulations, policies and all codes of business conduct and ethics and/or conduct applicable to its employees generally of NMHC and all insider trading policies of NMHC, as currently in effect the same may be adopted or as reasonably in effect amended from time to time and (b) such rules provided to Executive in writing. Executive will promote the goodwill of NMHC among its customers, regulations shareholders, policies employees, codes of ethics and/or conduct vendors, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company general public.

Appears in 1 contract

Samples: Employment Agreement (National Medical Health Card Systems Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities term of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties this Agreement as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof 2, based upon Executive agrees to be employed by and to serve GNAC as Executive Vice President, and GNAC agrees to employ and retain Executive in such capacity subject to the Company provisions of this Agreement. Executive shall (a) report to the Chairman of the Board; (b) be the chief risk management officer of GNAC; and (c) have such duties and responsibilities as are customarily assigned to individuals serving in such positions, and such other duties consistent with Executive’s needs titles and positions as the Board shall from time to time lawfully direct. Executive shall at all times act in a manner consistent with, and otherwise comply with, any and all codes of business conduct and ethics of GNAC and all insider trading policies of GNAC, as the same may be adopted or amended from time to time. Except for sick leave, reasonable vacations Executive shall devote his full time and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and best efforts to the best performance of the Executive’s ability his obligations under this Agreement, but shall not be required to the follow any formal schedule of duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company assignments.

Appears in 1 contract

Samples: Employment Agreement (Gainsco Inc)

Duties. During Employee’s principal duties and responsibilities shall be (a) to manage, generally, all of the Employment Period Company’s reservoir engineering functions, subject to the supervision of the Chairman of the Board, the Chief Executive shall do Officer, the President or the Chief Financial Officer, (b) such other duties and perform all lawful services responsibilities as may be more fully described in Matador’s Bylaws for his position, and acts reasonably necessary or advisable and such other duties consistent with his position to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have (c) such other executive and managerial powers and duties as may that are reasonably be assigned to the Executive Employee from time to time by the Board, commensurate with the Executive serving as Chairman of the Board or the Chief Executive Officer Officer. Employee agrees to perform such services and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to hold such extent offices as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and reasonably assigned to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect him from time to time and (b) such rules by the Board, regulations, policies, codes the Chairman of ethics and/or conduct, directions and restrictions as the Board or the Chief Executive Officer, consistent with his position, and to devote substantially his full time, energies and best efforts to the performance thereof to the exclusion of all other business activities, except reasonable and normal work for his personal affairs and estate and any other activities to which Matador may from time consent, and except for services to time reasonably establish or approve for senior executive officers of charitable, civic and/or professional organizations, to the extent such service does not materially and adversely impact Employee’s service to the Company.

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Matador Resources Co)

Duties. During the Employment Period, the Executive shall do devote Executive’s reasonable best efforts and, subject to the commitments set forth on Schedule A, full business time and perform all lawful services attention to the business and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities affairs of the Executive’s position Employer and the LoanDepot Group, and shall render such services on have all of the terms set forth herein. In addition duties, the Executive shall have such other executive responsibilities, functions and managerial powers and duties as may reasonably be assigned authority implied by his position, subject to the Executive by the Board, commensurate with the Executive serving as power and authority of the Chief Executive Officer and President the Board. The Company may reasonably adjust Executive shall perform such Executive’s duties, responsibilities and functions to the Employer or any other member of the LoanDepot Group hereunder, as applicable, in a diligent and professional manner and shall comply with the lawful policies and procedures of the Employer and the LoanDepot Group in all material respects. In performing Executive’s duties and responsibilities of exercising Executive’s authority under this Agreement, Executive as shall support and implement the business and strategic plans approved from time to time by the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time and/or Board. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time primary duties, attention responsibilities, knowledge functions and skills authority shall be exploring, to structuring, managing and negotiating strategic partnerships, growth and expansion of business units, asset acquisitions, corporate capital markets/financings, mergers and acquisitions for the LoanDepot Group as well as readying the Employer for a potential initial public offering; provided, however, that such extent as duties, responsibilities, functions and authority may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics changed and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect supplemented from time to time and (b) such rules by the Chief Executive Officer and/or the Board. So long as Executive is employed by the Employer, regulations Executive, policies except for the commitments set forth on Schedule A, codes shall not accept other employment, serve as an officer or consultant of ethics and/or conduct any other Person, directions and restrictions serve as a director of any other Person or perform other services for compensation without the prior written consent of the Board (which consent may from be withheld by the Board in its sole discretion). From time to time reasonably establish or approve for senior executive officers and upon the Board’s request, Executive shall attend meetings of the Company Board.

Appears in 1 contract

Samples: Employment Agreement (loanDepot, Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill hold the duties and responsibilities offices of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties function as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President President of the Company. The In such capacities, Executive will supervise the business and all operations of the Company may reasonably adjust and its subsidiaries and shall perform such other duties ordinarily within the scope of the office or offices occupied by Executive. Executive shall report to the Board of Directors ("Board of Directors"), and shall perform such other reasonable duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs Board of Directors may assign to him from time to time . Except for sick leave , reasonable vacations and excused leaves of absence provided, however, the Executive shall, throughout during the Employment Period term hereof, continuously have and retain such duties, responsibilities and authorities at least as significant in scope and substance as the duties, responsibilities and authorities required of the Executive's position with the Company as of the Effective Date. The Executive agrees to devote substantially all of the Executive’s working time his time during normal business hours, attention best efforts, abilities, knowledge and skills experience to the faithful performance of the duties, to such extent as responsibilities and authorities which may be necessary reasonably assigned to him and appropriate as determined by which are consistent with this Section 2 of this Agreement. Notwithstanding the preceding, the Executive may, without being in violation of his business judgment obligations hereunder, serve on corporate, civic or charitable boards or committees and in consultation with the Board, faithfully manage personal investments, and continue to provide services to Streicher Enterprises, Inc. in the same manner as he has prior to the date hereof, provided the Executive shall use his best of efforts to pursue such activities 2 in such a manner so that such activities shall not prevent the Executive’s ability, Executive from fulfilling his obligations to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company hereunder.

Appears in 1 contract

Samples: Streicher Mobile Fueling Inc

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the position of Executive Vice President and Chief Financial Officer, as chief financial officer with responsibility for supervision of the Executive’s position financial, financial reporting and shall render such services on accounting functions of the terms set forth herein. In addition Company and its affiliates, including any parent(s) thereof, subject to the control and supervision of the Chief Executive shall have Officer, and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Chief Executive serving as Officer of Company. Executive shall report to the Chief Executive Officer and President shall be appointed by the Board of Directors as a corporate executive officer of the Company at all times during the Term. The Executive shall perform the services contemplated herein faithfully, diligently, to the best of his ability and in the best interests of Company. Executive shall devote all his business time and efforts to the rendition of such services. Executive shall, at all times perform such services in compliance with, and to the extent of his authority, shall to the best of his ability cause Company may reasonably adjust to be in compliance with any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive shall, at all times during the duties Term, in all material respects adhere to and responsibilities obey any and all written internal rules and regulations governing the conduct of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs employees, as established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the position of Executive Vice President and Chief Operating Officer, as the officer with responsibility for supervision of the Executive’s position casino/hotel and shall render such services on related operations of the terms set forth herein. In addition Company and its affiliates, including any parent(s) thereof, subject to the control and supervision of the Chief Executive shall have Officer, and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive from time to time by the Board, commensurate with the Executive serving as the Chief Executive Officer and President Officer. The Company may reasonably adjust the duties and responsibilities of Executive as shall report to the Chief Executive Officer Officer. Executive shall perform the services contemplated herein faithfully, diligently, to the best of Executive’s ability and President in the best interests of Company. Executive shall devote all Executive’s business time and efforts to the rendition of such services. Executive at all times shall perform such services in compliance with, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout to the Employment Period, devote substantially all extent of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, authority and to the best of the Executive’s ability, cause Company to the duties be in compliance with any and responsibilities all laws, rules and regulations applicable to Company of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries which Executive is aware. The Executive shall shall, at all times be subject to during the Term, comply with, observe in all material respects adhere to and carry out (a) obey any and all written internal rules and regulations governing the conduct of Company’s rules employees, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 1 contract

Samples: Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the position of Senior Vice President & General Counsel, as chief legal officer with responsibility for supervision of the Executive’s position legal, regulatory and shall render such services on compliance functions of the terms set forth herein. In addition Company and its affiliates, including any parent(s) thereof, subject to the control and supervision of the Chief Executive shall have Officer, and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Chief Executive serving as Officer of Company. Executive shall report to the Chief Executive Officer and President shall be appointed by the Board of Directors as a corporate executive officer of the Company at all times during the Term Executive shall perform the services contemplated herein faithfully, diligently, to the best of his ability and in the best interests of Company. The Executive shall devote all his business time and efforts to the rendition of such services. Executive shall, at all times perform such services in compliance with, and to the extent of his authority, shall to the best of his ability cause Company may reasonably adjust to be in compliance with any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive shall, at all times during the duties Term, in all material respects adhere to and responsibilities obey any and all written internal rules and regulations governing the conduct of Executive Company's employees, as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Pinnacle Entertainment Inc

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the position of Senior Vice President and Chief Accounting Officer subject to the control and supervision of the Executive Company’s position President and shall render such services on the terms set forth herein. In addition Chief Executive Officer, the Executive shall have and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined time by the Company. Executive in his business judgment and in consultation with shall perform the Board, services contemplated herein faithfully, and diligently, to the best of the Executive’s ability, to ability and in the duties and responsibilities best interests of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Company. The Executive shall at all times be subject to, comply perform such services in compliance with, observe and carry out (a) to the extent of Executive’s authority, shall to the best of Executive’s ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive is aware. Executive shall, at all times and in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of the Company’s rules employees, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 1 contract

Samples: Employment Agreement (Pinnacle Entertainment Inc.)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the position of Senior Vice President, Chief Financial Officer and Treasurer, as chief financial officer with responsibility for supervision of the Executive’s position financial, financial reporting and shall render such services on accounting functions of the terms set forth herein. In addition Company and its subsidiaries and any affiliates thereof, subject to the control and supervision of the Chief Executive shall have Officer, and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Chief Executive serving as Officer of Company. Executive shall report to the Chief Executive Officer and President shall be appointed by the Board of Directors (“Board”) as a corporate officer of the Company at all times during the Term. The Company may reasonably adjust Executive shall perform the duties services contemplated herein faithfully, diligently, to the best of his ability and responsibilities in the best interests of Company. Executive shall devote all his business time and efforts to the rendition of such services, subject to and as the Chief Executive Officer and President, notwithstanding the specific title set forth provided in Section 1.1 hereof 2.3 below. Executive shall, based upon at all times, perform such services in compliance with, and to the extent of his authority, shall to the best of his ability cause Company to be in compliance with, any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive may rely on Company’s needs inside counsel and outside lawyers in connection with such matters. Executive shall, at all times during the Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of Company’s employees, as established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Employment Agreement (Full House Resorts Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the position of Vice President of Human Resources, Secretary, General Counsel and Compliance Officer, as chief legal officer with responsibility for supervision of the Executive’s position legal, regulatory compliance and shall render such services on human resource functions of the terms set forth herein. In addition Company and its subsidiaries and any affiliates thereof, subject to the control and supervision of the Chief Executive shall have Officer, and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive her from time to time by the Board, commensurate with the Chief Executive serving as Officer of Company. Executive shall report to the Chief Executive Officer and President shall be appointed by the Board of Directors (“Board”) as a corporate officer of the Company at all times during the Term. The Company may reasonably adjust Executive shall perform the duties services contemplated herein faithfully, diligently, to the best of her ability and responsibilities in the best interests of Company. Executive shall devote all his business time and efforts to the rendition of such services, subject to and as the Chief Executive Officer and President, notwithstanding the specific title set forth provided in Section 1.1 hereof 2.3 below. Executive shall, based upon at all times, perform such services in compliance with, and to the extent of her authority, shall to the best of her ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive may rely on Company’s needs other executives, outside lawyers and other appropriate professional advisors in connection with such matters. Executive shall, at all times during the Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of Company’s employees, as established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Employment Agreement (Full House Resorts Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the position of Vice President of Human Resources, Secretary, General Counsel and Compliance Officer, as chief legal officer with responsibility for supervision of the Executive’s position legal, regulatory compliance and shall render such services on human resource functions of the terms set forth herein. In addition Company and its subsidiaries and any affiliates thereof, subject to the control and supervision of the Chief Executive shall have Officer, and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Chief Executive serving as Officer of Company. Executive shall report to the Chief Executive Officer and President shall be appointed by the Board of Directors ("Board") as a corporate officer of the Company at all times during the Term. The Company may reasonably adjust Executive shall perform the duties services contemplated herein faithfully, diligently, to the best of her ability and responsibilities in the best interests of Company. Executive shall devote all his business time and efforts to the rendition of such services, subject to and as the Chief Executive Officer and President, notwithstanding the specific title set forth provided in Section 1.1 hereof 2.3 below. Executive shall, based upon at all times, perform such services in compliance with, and to the extent of her authority, shall to the best of her ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive may rely on Company’s needs other executives, outside lawyers and other appropriate professional advisors in connection with such matters. Executive shall, at all times during the Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of Company’s employees, as established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Employment Agreement (Full House Resorts Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the position of the Executive’s position officer with responsibility for supervision of the casino/hotel and shall render such services on related operations of the terms set forth herein. In addition Company and its affiliates, including any parent(s) thereof, subject to the control and supervision of the President and Chief Executive shall have Officer, and such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive by the Board, commensurate with the Executive serving as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time time by the President or Chief Executive Officer. Except for sick leave Executive shall report to the President. Executive shall perform the services contemplated herein faithfully, reasonable vacations diligently, to the best of Executive’s ability and excused leaves in the best interests of absence Company. Executive shall devote all Executive’s business time and efforts to the rendition of such services. Executive at all times shall perform such services in compliance with, the Executive and shall, throughout to the Employment Period, devote substantially all extent of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, authority and to the best of the Executive’s ability, cause Company to the duties be in compliance with any and responsibilities all laws, rules and regulations applicable to Company of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries which Executive is aware. The Executive shall shall, at all times be subject to during the Term, comply with, observe in all material respects adhere to and carry out (a) obey any and all written internal rules and regulations governing the conduct of Company’s rules employees, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the positions of Chairman and Chief Executive Officer, subject to the control and supervision of the Executive’s position Board of Directors, and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board Board of Directors of Company. Executive shall report to the Chairman of the Board of Directors, commensurate if a person other than Executive occupies such position. Executive shall perform the services contemplated herein faithfully, diligently, to the best of his ability and in the best interests of Company. Executive shall devote all his business time and efforts to the rendition of such services. Executive shall, at all times perform such services in compliance with, and to the extent of his authority, shall to the best of his ability cause Company to be in compliance with, any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive may rely on Company's inside counsel and outside lawyers in connection with such matters. Executive shall, at all times during the Executive serving Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of Company's employees, as the Chief Executive Officer and President. The Company may reasonably adjust the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Pinnacle Entertainment Inc

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the positions of Executive Vice President and Chief Executive Officer subject to the control and supervision of the Executive Company’s position Chief Executive Officer (the “Chief Executive Officer”), and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Executive serving as the Chief Executive Officer and President Officer. The Company may reasonably adjust Executive shall perform the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, services contemplated herein faithfully, and diligently, to the best of his ability and in the Executive’s ability, to the duties and responsibilities best interests of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Company. The Executive shall at all times be subject to, comply perform such services in compliance with, observe and carry out (a) to the extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive is aware. Executive may rely on the Company’s rules inside counsel and outside lawyers in connection with such matters. Executive shall, regulations at all times during the Term, policies in all material respects adhere to and codes obey any and all written internal rules and regulations governing the conduct of ethics and/or conduct applicable to its employees generally the Company’s employees, as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 1 contract

Samples: Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the positions of Executive Vice President and Chief Financial Officer subject to the control and supervision of the Executive Company’s position Chief Executive Officer (the “Chief Executive Officer”), and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Executive serving as the Chief Executive Officer and President Officer. The Company may reasonably adjust Executive shall perform the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, services contemplated herein faithfully, and diligently, to the best of his ability and in the Executive’s ability, to the duties and responsibilities best interests of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Company. The Executive shall at all times be subject to, comply perform such services in compliance with, observe and carry out (a) to the extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive is aware. Executive may rely on the Company’s rules inside counsel and outside lawyers in connection with such matters. Executive shall, regulations at all times during the Term, policies in all material respects adhere to and codes obey any and all written internal rules and regulations governing the conduct of ethics and/or conduct applicable to its employees generally the Company’s employees, as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 1 contract

Samples: Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations generally associated with the positions of Senior Vice President — Construction/Development, and as President of Pinnacle Design & Construction, LLC, subject to the control and supervision of the Executive Company’s position Chief Executive Officer (the “Chief Executive Officer”), and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties consistent with the foregoing as may reasonably be assigned to the Executive him from time to time by the Board, commensurate with the Executive serving as the Chief Executive Officer and President Officer. The Company may reasonably adjust Executive shall perform the duties and responsibilities of Executive as the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, services contemplated herein faithfully, and diligently, to the best of his ability and in the Executive’s ability, to the duties and responsibilities best interests of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries Company. The Executive shall at all times be subject to, comply perform such services in compliance with, observe and carry out (a) to the extent of his authority, shall to the best of his ability cause the Company to be in compliance with, any and all laws, rules and regulations applicable to the Company of which Executive is aware. Executive may rely on the Company’s rules inside counsel and outside lawyers in connection with such matters. Executive shall, regulations at all times during the Term, policies in all material respects adhere to and codes obey any and all written internal rules and regulations governing the conduct of ethics and/or conduct applicable to its employees generally the Company’s employees, as currently in effect established or as reasonably in effect modified from time to time time; provided, however, in the event of any conflict between the provisions of this Agreement and (b) any such rules, rules or regulations, policies, codes the provisions of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company this Agreement shall control.

Appears in 1 contract

Samples: Employment Agreement (Pinnacle Entertainment Inc)

Duties. During the Employment Period, the Executive shall do and perform all lawful services and acts reasonably necessary or advisable and consistent with his position to fulfill the duties and responsibilities obligations of the Executive’s position Executive Vice President and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned Chief Operating Officer of Company subject to the Executive by the Board, commensurate with the Executive serving as control and supervision of the Chief Executive Officer of Company and President. The Company such other executive duties consistent with the foregoing as may reasonably adjust the duties and responsibilities of Executive as be assigned to him from time to time by the Chief Executive Officer and President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon of the Company ’s needs . Executive shall report to the Chief Executive Officer of Company. In his capacity as Chief Operating Officer of Company, Executive shall coordinate with the Marketing, Human Resources and IT Department heads of Company, as well as other similar operating departments that may be created in the future. All Property General Managers shall report directly to Executive (it being understood that they may have dotted line reporting obligations to other corporate officers as well). Executive shall perform the services contemplated herein faithfully, diligently, to the best of his ability and in the best interests of Company. Executive shall devote all his business time and efforts to the rendition of such services. Executive shall, at all times, perform such services in compliance with, and to the extent of his authority, shall to the best of his ability cause Company to be in compliance with, any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive may rely on Company's inside counsel and outside lawyers in connection with such matters. Executive shall, at all times during the Term, in all material respects, adhere to and obey any and all written internal rules and regulations governing the conduct of Company's employees, as established or modified from time to time . Except for sick leave ; provided, reasonable vacations however, in the event of any conflict between the provisions of this Agreement and excused leaves of absence any such rules or regulations, the Executive shall, throughout the Employment Period, devote substantially all provisions of the Executive’s working time, attention, knowledge and skills, to such extent as may be necessary and appropriate as determined by the Executive in his business judgment and in consultation with the Board, faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s position(s) in furtherance of the business affairs and activities of the Company and its subsidiaries. The Executive this Agreement shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally as currently in effect or as reasonably in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board may from time to time reasonably establish or approve for senior executive officers of the Company control.

Appears in 1 contract

Samples: Pinnacle Entertainment Inc