Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention. 2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses. 2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 5 contracts
Sources: Employment Agreement (Sbarro Express LLC), Employment Agreement (Sbarro Express LLC), Employment Agreement (Sbarro Express LLC)
Duties. 2.1 Executive shall, during (a) During the Term, use his best efforts Employee agrees to faithfully perform the duties serve Employer as its President, Chief Executive Officer and Chairman of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for ) reporting to the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive OfficerBoard, and shall perform in such other duties, commensurate with his position, executive capacities as shall may be specified and designated agreed from time to time by the President Board (or a duly authorized committee thereof) and Chief Executive OfficerEmployee; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the foregoing offices, the Parent Boardand (ii) Employee shall not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the Board surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of Directors business, to travel to the Employer’s other business locations. Employee shall serve, if elected, as a director of, and if agreed by Employee and the board of directors of the Company organization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the “Company Board” and, together with the Parent Board, the “BoardsServices.”), as applicable. Executive shall, during
(b) During the Term, Employee will devote his full business timetime and attention to, effortand use his good faith efforts to advance, skills and loyalty to effectively perform his duties and further the business and welfare of SbarroEmployer; provided that Executive the foregoing shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executiverestrict Employee’s rights to be indemnified and/or advanced expenses engage in accordance with Sbarro’s limited liability company passive investment activities, to serve on the boards of directors of other entities (so long as such activities are not violative of Section 4 below), or corporate documentsto engage in civic, any applicable insurance policy, and/or in accordance with this Agreementcharitable and other similar activities.
Appears in 4 contracts
Sources: Employment Agreement (RBC Bearings INC), Employment Agreement (RBC Bearings INC), Employment Agreement (RBC Bearings INC)
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation As of the business of Parent and Effective Date, the Executive shall serve the Company as its subsidiaries as requested by the President and Chief Executive Officer, and shall perform Operating Officer to serve in such capacity or other duties, commensurate with his position, capacities consistent therewith as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board”) and the Board of Directors of Beacon (the “Beacon Board” and, together with the Parent Company Board, the “Boards”) or the Chief Executive Officer (“CEO”) and shall have responsibility for, among other things, the Company’s merchandising and membership/marketing functions and store operations. During the Term, the Executive shall serve the Company faithfully, diligently and to the best of his ability and shall devote substantially all of his business time, energy and skill to the affairs of the Company as necessary to perform the duties of his position, and he shall not assume a position in any other business without the express written permission of the Beacon Board; provided that the Executive may upon disclosure to the Beacon Board (i) serve as a member of not more than one for-profit board of directors so long as the Executive receives prior written permission from the Beacon Board (such permission not to be unreasonably withheld); (ii) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the Executive’s duties to the Company and (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Beacon Board believes, in its sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as chairman of the board of directors of Morristown Medical Center and as a member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which continued service the Beacon Board hereby approves so long as there is no material interference with the Executive’s duties to the Company. In addition, as applicable. of the Effective Date, the Executive shallwill be appointed or elected to the Boards and, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice member of each of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementBoards.
Appears in 4 contracts
Sources: Employment Agreement, Employment Agreement (BJ's Wholesale Club Holdings, Inc.), Employment Agreement (BJ's Wholesale Club Holdings, Inc.)
Duties. 2.1 Executive shallFrom and after the Effective Date, during the Term, use his best efforts Company requires that the Director be available to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant an independent director customarily related to which he shall assist in this function as may be determined and assigned by the day-to-day operations Board and business of Parent and its subsidiaries (including as may be required by the Company’s quick serviceconstituent instruments, franchisingincluding its articles of incorporation and bylaws, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”)as amended, shall have responsibility for the operation of the business of Parent and its subsidiaries corporate governance and board committee charters, each as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, amended or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force modified from time to time, and by applicable law, including the Nevada Revised Statutes. The Director agrees to devote as applicable much time as is necessary to senior executives perform completely the duties as a Director of Parent or the Company, including duties as a member of one or more committees of the Board, to which the Director may hereafter be appointed. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors.
(a) The Director shall attend meetings of the Board and shall adhere in meetings of the Company’s stockholders and oversee the Company’s officers to ensure that all material respects to such applicable rules, regulations orders and policies; provided, however, that such rules, regulations and policies resolutions of the Board are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall complycarried into effect, in accordance with the Company’s bylaws. The Director shall have all material respectsnecessary powers and plenary authority to establish policies for corporate management and oversight, with applicable lawsto appoint any and all necessary committees, rules to participate in operations strategy, and regulations applicable to Parent oversee corporate personnel recruiting and its subsidiaries retention. As a director, he shall have all necessary powers and their businessesauthority to ensure the full and faithful adoption by the Board, implementation and operation of appropriate corporate governance policies, procedures and reforms, and to establish policies for corporate management and oversight for the Company. The Director shall prepare, or oversee the preparation of, reports on the advisability, viability and implementation of the Company’s corporate governance policies, procedures and reforms, which reports shall be included in the Company’s annual reports. The Director shall perform such other duties as the Board may from time to time prescribe.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration b) The parties agree that: (i) the significance Director may devote a reasonable amount of his time to civic, community, or charitable activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the matters at issue Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in the claim, litigation, arbitration, proceeding, investigation or action this paragraph; and (ii) after the TermDirector may participate as a non-employee director, Executiveemployee and/or investor in other companies and projects as described by Director to the Board, so long as Director’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection responsibilities with rendering assistance hereunder upon respect thereto do not conflict or interfere with the submission faithful performance of his duties to the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementCompany.
Appears in 3 contracts
Sources: Independent Director Agreement (RMX Industries, Inc.), Independent Director Agreement (RMX Industries, Inc.), Independent Director Agreement (Reticulate Micro, Inc.)
Duties. 2.1 Executive shallAs a member of the Board, during the Term, use his best efforts to faithfully Director shall perform the duties of a Vice-President of Operations of Sbarro pursuant commonly incident to which he shall assist the office and as set forth in the dayCompany Bylaws. Director will be expected to:
(i) faithfully, efficiently, competently and diligently perform Director’s duties and exercise such powers as are appropriate to Director’s role as a non-to-day operations executive director;
(ii) in so far as reasonably possible, attend all meetings of the Board and of any committees of the Board of which Director is a member;
(iii) promptly declare, so far as Director is aware, the nature of any interest, whether direct or indirect, in any contract or proposed contract entered into by any member of the Company;
(iv) comply with all reasonable requests, instructions and regulations made or given by the Chairperson of the Board or the Board (or by any duly authorized committee thereof) and give to the Chairperson or the Board such explanations, information and assistance as the Chairperson or the Board may reasonably require;
(v) advising the Company in development and implementation of its strategic development and business plans;
(vi) doing all other things reasonably requested and customary for members of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of a company registered under the Securities Exchange Act of 1934, as amended, in order to advance the business and economic interests of the Company and its shareholders;
(the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (ivii) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or act in the aggregate, do not materially interfere with best interests of the conduct Company; and
(viii) use commercially reasonable efforts to promote and extend the interests and reputation of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, including assisting the Board in relation to public and shall adhere in all material respects corporate affairs and bringing to such applicable bear for the benefit of the Board the Director’s particular knowledge and experience. As the Director is to be classified as an independent director, as defined under Securities and Exchange Commission rules, regulations and policies; providedat the time of appointment, however, the Director shall promptly inform the Board of any circumstances that would likely affect such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him independent status. Duties of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying committee members will be as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue set forth in the claim, litigation, arbitration, proceeding, investigation or action committee charters and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission include attendance of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementcommittee meetings.
Appears in 3 contracts
Sources: Board of Directors Service Agreement (Modular Medical, Inc.), Board of Directors Service Agreement (Modular Medical, Inc.), Board of Directors Service Agreement (Modular Medical, Inc.)
Duties. 2.1 (a) The Executive shall, agrees to serve as Senior Vice President during the Term. In such capacity, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), Executive shall have responsibility the responsibilities and duties customary for the operation of the business of Parent such office(s) and its subsidiaries such other executive responsibilities and duties as requested are assigned by the President and Chief Executive Officer, and shall perform Senior Executive Vice President of Insurance Operations, or such other duties, commensurate with his position, executive as shall be specified and designated from time to time by the President and Chief Executive OfficerOfficer may designate, which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Parent Board, or Executive will adhere to the Board Code of Directors Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Executive Vice President, Human Resources of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the prior, written consent of the Executive Vice President, Human Resources so long as (a) such directorships do not interfere with Executive’s duties. ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Executive Vice President, Human Resources in writing of the fact that he has accepted such a non-profit directorship.
(b) If the Company or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall report directly continue to be employed under this Agreement until the President and expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer, Senior Executive Vice President of Insurance Operations, or such other executive as the Chief Executive Officer may designate and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so perform such duties not inconsistent with the provisions hereof as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive he shall be subject to assigned by the written rulesChief Executive Officer, regulations and policies Senior Executive Vice President of Parent and Insurance Operations, or such other executive as the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Chief Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesOfficer may designate.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Selective Insurance Group Inc), Employment Agreement (Selective Insurance Group Inc), Employment Agreement (Selective Insurance Group Inc)
Duties. 2.1 Executive 3.1 The Employee shall, during the Term, use term of his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including employment with the Company’s quick service, franchising, quick casual and strip center operations) in accordance with subject to the budgets direction and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation control of the business of Parent and its subsidiaries as requested by Board, report directly to the President and Chief Executive Officer, Board and shall exercise such authority, perform such other duties, commensurate executive duties and functions and discharge such responsibilities as are reasonably associated with his position, executive position or as shall may be specified and designated reasonably assigned or delegated to him from time to time by the Board, consistent with his position as President and Chief Executive Officer. In general, Employee shall have management authority with respect to, and responsibility for, the Parent Board, or the Board of Directors overall operations and day-to-day business and affairs of the Company and all major operating units and executives of the Company shall report, either directly or indirectly (through other executives of the “Company Board” or its subsidiaries who report directly to the Employee) to the Employee.
3.2 During the term of this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote substantially all of his business time and attention to the affairs of the Company and, together with to the Parent Boardextent necessary to discharge the responsibilities assigned hereunder, use his best efforts in the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform performance of his duties for the Company and further any subsidiary corporation of the business Company. During the term of Sbarro; provided that Executive shall be permitted to this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (i) invest his personal assets and subject to Article VII hereof, serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (ii) serve on any civicdeliver lectures or otherwise participate in speaking engagements, communityand (iii) manage his personal investments and affairs.
3.3 Employee shall undertake regular travel to the Company’s executive and operational offices, charitable and such other occasional travel within or corporate board outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company and all airplane travel shall be first or business class, or otherwise fully reimbursed at cost, to the extent that such activities, individually or in the aggregate, reimbursements do not materially interfere with exceed the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the approximate equivalent published fare for first or business opportunities that come to Executive’s attentionclass travel.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (SignPath Pharma, Inc.), Employment Agreement (Authentidate Holding Corp), Employment Agreement (MediaMorph Inc)
Duties. 2.1 Executive shall, during A copy of the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries job description for EMPLOYEE’s position as PRINCIPAL is incorporated by reference herein (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the See attached “Parent BoardExhibit A”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall . The duties set forth in that job description may be specified and designated amended from time to time at the sole discretion of EMPLOYER. EMPLOYEE agrees that he/she/they shall at all times faithfully, industriously, and to the best of his/her/their ability to perform all of the duties that may be required of the EMPLOYEE pursuant to the express and explicit terms of this Agreement by the President accomplishment of:
1. Fulfilling the functions enumerated in the EMPLOYEE’s job description; and
2. Such other duties as assigned by the EMPLOYER as necessary in SCHOOL’s discretion and Chief Executive Officerjudgment to effectuate the purposes of this Agreement. The EMPLOYEE understands that EMPLOYER may at times make assignments that are in addition to those expressly described in this Agreement. The EMPLOYEE understands that the EMPLOYER in its sole discretion and without prior notice may assign EMPLOYEE other and/or additional duties, the Parent Board, including but not limited to a change in assignment to different specialty according to any limitations or the Board of Directors requirements of the Company (EMPLOYEE’s licensure, and/or the “Company Board” and, together with the Parent Board, the “Boards”)addition or elimination of classified duties, as applicablenecessary; and
3. Executive shall, during the Term, devote his full business time, effort, skills The EMPLOYEE will perform such duties as SCHOOL may reasonably assign and loyalty to effectively perform his duties will abide by all SCHOOL’s policies and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets procedures as adopted and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force amended from time to time, including those policies and procedures set forth in the SCHOOL’s Employee Handbook, incorporated herein by reference (See attached “Exhibit B”), which may be amended from time to time at the sole discretion of SCHOOL; and
4. EMPLOYEE will not render services in person or by electronic means, paid or otherwise for any other entity during contracted work hours with the SCHOOL; and
5. EMPLOYEE will perform such duties as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives EMPLOYER may reasonably requestassign including performing any such duties remotely or “telecommuting” via internet, including reviewing and interpreting documentsphone, meeting with counsel or any other electronic device, while at a mutually and reasonably convenient time and home or at another location (depending on other than the circumstances), providing factual information and material, and appearing or testifying school site as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided EMPLOYER deems reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.necessary; and
Appears in 3 contracts
Sources: At Will Employment Agreement, At Will Employment Agreement, At Will Employment Agreement
Duties. 2.1 Executive shall(a) During the term of his employment under this Agreement, during Employee will perform his duties hereunder at such time or times as Fuling may reasonably request. Employee’s duties may be varied by Fuling from time to time without violating the Term, use terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to faithfully perform further properly the duties interests and revenues of a Vice-President Fuling to the satisfaction of Operations Fuling, (ii) being subject to Fuling’s direction and control at all times with respect to his activities on behalf of Sbarro pursuant to Fuling, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Fuling, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Fuling may require, and (v) fully accounting for all monies and other property of Fuling of which he may from time to time have custody and delivering the same to Fuling whenever and however directed to do so.
(b) In performing his duties, Employee shall assist not undertake any action inconsistent with or harmful to the best interests of Fuling. Employee shall perform his duties and responsibilities in the day-to-day operations a professional manner and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance consistent with the budgets overall goals and business plans that have been approved by Parentobjectives of Fuling and applicable federal, state, and local law.
(c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Fuling’s Board of Directors Directors; and (the “Parent Board”)iii) all policies, shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officerprocedures, and shall perform such other duties, commensurate with his positionrequirements enacted by Fuling’s Board of Directors, as shall they may be specified amended from time to time. Employee agrees to adhere to and designated support Fuling’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Fuling may amend or update its employee handbooks or policy manuals from time to time by the President and Chief Executive Officerwritten notice to Employee.
(d) During his employment with Fuling, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, Employee shall devote his full business time, effortattention, skills and best efforts to the operations of Fuling and the fulfillment of his duties. Employee agrees that, during his employment with Fuling, he will exercise the highest degree of loyalty to effectively perform and will conduct his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct highest degree of Executive’s dutiescare. Executive During his employment with Fuling, Employee shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to engage in any transactionother business activity, event whether as an employee, employer, consultant, principal, officer, or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarrootherwise and whether or not done for compensation, its counselorgain, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation other financial or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementeconomic advantage.
Appears in 3 contracts
Sources: Employment Agreement (Fuling Global Inc.), Employment Agreement (Fuling Global Inc.), Employment Agreement (Fuling Global Inc.)
Duties. 2.1 The Executive shall, during is employed as an Executive Vice President and the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations Chief Lending and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation Client Services Officer of the business Bank, is subject to the direction of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall must perform such other duties, commensurate with his position, as shall and discharge well and faithfully the duties which may be specified and designated assigned to Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or Employer in the aggregate, do not materially interfere connection with the conduct of Executive’s dutiesits business. The duties and responsibilities of the Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionare set forth on Exhibit A attached hereto.
2.2 In addition to the duties and responsibilities specifically assigned to the Executive shall pursuant to Section 2.1 hereof, the Executive must:
(a) devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all management policies and decisions communicated to Executive by the Chief Executive Officer and the Board; and
(c) timely prepare and forward to the Chief Executive Officer and to the Board all reports and accounting as may be requested of the Executive.
2.3 The Executive must devote the Executive’s entire business time, attention and energies to the Business of the Employer and must not during the Term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this will not be construed as preventing the Executive from:
(a) investing the Executive’s personal assets in businesses which are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive’s participation is solely that of an investor;
(b) purchasing securities in any corporation whose securities are regularly traded provided that such purchase will not result in Executive collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; and
(c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching, subject to any directions or limitations that might be established by the written rules, regulations and policies of Parent Chief Executive Officer and the Company involving the general conduct of business of Sbarro in force Board from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 3 contracts
Sources: Executive Employment Agreement (Howard Bancorp Inc), Executive Employment Agreement (Howard Bancorp Inc), Executive Employment Agreement (Howard Bancorp Inc)
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations and Chief Financial Officer of Sbarro pursuant to which he shall assist in the overall management, implementation of strategy and the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business financial reporting of Parent and its subsidiaries as requested by the President and Chief Executive Officersubsidiaries, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
2.4 Although Executive will perform his duties at the Company’s principal headquarters in the greater New York City metropolitan area, he understands that his responsibilities require substantial travel in connection with Sbarro’s national and international operations.
Appears in 3 contracts
Sources: Employment Agreement, Employment Agreement (Sbarro Express LLC), Employment Agreement (Sbarro Inc)
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-As President of Operations the Company, the Executive shall carry out the strategic plans and policies as established by the Board of Sbarro pursuant Directors of the Company and shall report to which he the CEO and Board of Directors. The Executive’s duties shall assist include but not be limited to the following:
(i) Supporting the operations and administration of the Board of Directors by advising and informing CEO and Board members with regard to the operations of the Company and interfacing between the Board and the staff of the Company;
(ii) Overseeing the design, marketing, promotion, delivery, and quality of company programs, products, and services;
(iii) Working with the CEO, recommending a yearly budget for Board approval and prudently managing the Company’s resources within those budgetary guidelines according to current laws and regulations;
(iv) Working with the CEO, effectively managing the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations;
(v) Develop and implement System C and a national network of builders and vendors sufficient to grow company in to a national homebuilding and management company.
(vi) Recruit and train executive staff for Company and promote its mission programs, products, and services are consistently presented in strong, positive image to relevant stakeholders. As the Executive shall be entitled to exercise all rights and power and shall have all the privileges and authorities commensurate with his offices, including without limitation:
(i) The full authority for the operations and conduct of the business of the Company;
(ii) General decision-making authority with respect to the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent the Company;
(iii) The engagement, retention, and its subsidiaries as requested termination of employees and independent contractors of the Company, the setting of the compensation and other material terms of employment or engagement of employees and independent contractors and the establishment of work rules for employees; and
(iv) The initiation, development, and implementation of new business, subject to the approval of the CEO and supervision of the Board. The Executive shall render his services thereunder in the headquarters city (or other headquarters location approved by the President and Chief Executive Officer, and shall perform Board) subject to such other duties, commensurate with his position, reasonable travel as shall may be specified and designated from time required to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further hereunder. During the business term of Sbarro; provided that employment, the Executive shall be permitted devote such time as is required to (i) invest perform his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionhereunder.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Houseraising, Inc.), Employment Agreement (Houseraising, Inc.)
Duties. 2.1 Executive shall, during (a) During the Term, use his best efforts to faithfully perform the Executive shall have the duties and responsibilities customarily associated with the position of Chief Financial Officer of a Vice-President of Operations of Sbarro pursuant to which he shall assist in company the day-to-day operations general size and business of Parent and its subsidiaries (including nature as the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate duties and responsibilities as are consistent with his position, as shall positions that may be specified and designated assigned to him from time to time by the President CEO and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company FGL Holdings (the “Company Board” and”). The Executive agrees to devote his full time, together with attention, skill, and energy to the Parent duties set forth herein and to the business of the Company, and to use his reasonable best efforts to promote the success of the Company’s business. During the Term, at the request of the Board, the “Boards”)Executive may also serve as an officer or director of and shall perform certain services for subsidiaries and affiliates of the Company, as applicable. Executive shall, during in each case without any additional compensation.
(b) During the Term, the Executive shall devote substantially all of his full business time, effort, skills time and loyalty attention and his best efforts to effectively perform the performance of his duties and further responsibilities under this Agreement and shall not engage in any other business activity, except as may be approved by the business of SbarroCEO or the Board; provided that nothing in this Agreement shall prohibit the Executive shall be permitted to from (i) invest his personal assets engaging in religious, charitable or other community or non-profit activities that do not impair the Executive’s ability to fulfill the Executive’s duties and responsibilities under this Agreement; or (ii) holding directorships in other companies after obtaining the prior written consent of the CEO or the Board; provided further that none of the activities permitted in clauses (i) and (ii) serve on individually or in the aggregate materially interfere with the performance of the Executive’s duties under this Agreement. The Executive shall not acquire or hold more than two (2) percent of any civicclass of publicly-traded securities of any business, community, charitable or corporate board except that the Executive may have a passive investment in any such company to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance investment does not constitute more than two (2) percent of the matters at issue in the claimownership, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, ExecutiveExecutive shall provide all required disclosure according to applicable Company policies including but not limited to the Company’s other personal Personal Trading Policy and business commitments. Sbarro will reimburse Executive for Conflicts of Interest Policy applicable to all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementemployees.
Appears in 2 contracts
Sources: Employment Agreement (F&G Annuities & Life, Inc.), Employment Agreement (FGL Holdings)
Duties. 2.1 (a) During the Period of Employment (as defined in Section 3), Executive shallshall serve the Company in such position fully, during the Termdiligently, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist competently, and in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance conformity with the budgets and business plans that have been approved by Parent’s Board provisions of Directors (the “Parent Board”)this Agreement, shall have responsibility for the operation directives of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), and the corporate policies of the Company as applicable. Executive shallthey presently exist, and as such policies may be amended, modified, changed, or adopted during the TermPeriod of Employment, and Executive shall have duties and authority consistent with Executive’s position as the President and Chief Executive Officer. In this position, Executive shall report to the Board of Directors. If requested by the Company, Executive shall also serve as a member of the Board and any Board committees without additional compensation.
(b) Throughout the Period of Employment, Executive shall devote his her full business time, effortenergy, skills and loyalty skill to effectively perform his the performance of her duties for the Company, vacations and further the business of Sbarro; provided that other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be permitted to (i) invest his personal assets engage in charitable and community affairs, and (ii) serve on to make investments of any civiccharacter in any business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, communityin each case, charitable or corporate board to the extent that such activities, individually or and in the aggregate, that such activities do not materially interfere with the conduct performance of Executive’s duties. duties hereunder or conflict with the provisions of Sections 14 and 15, and further provided that Executive shall report directly not serve as a director of any other publicly traded entity without gaining the consent of the Corporate Governance & Nominating Committee of the Board prior to the President commencement of such service.
(c) Executive shall exercise due diligence and Chief care in the performance of her duties for and the fulfillment of his obligations to the Company under this Agreement.
(d) During the Period of Employment, the Company shall furnish Executive Officerwith office, secretarial and shall promptly disclose, at other facilities and services as are reasonably necessary or appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain for the most effective use performance of Executive’s services duties hereunder and consistent with her position as the business opportunities that come to Executive’s attentionChief Executive Officer of the Company.
2.2 (e) Executive shall be subject hereby represents to the written rules, regulations Company that the execution and policies delivery of Parent this Agreement by Executive and the Company involving and the general conduct performance by Executive of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunderhereunder shall not constitute a breach of, Executive shall complyor otherwise contravene, in all material respects, with applicable laws, rules and regulations applicable the terms of any employment or other agreement or policy to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at is a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing party or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementotherwise bound.
Appears in 2 contracts
Sources: Employment Agreement (Resources Connection Inc), Employment Agreement (Resources Connection Inc)
Duties. 2.1 During the Term of Employment (or, if applicable, any Extended Term of Employment), the Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including serve as the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the 's President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time upon election by the Company's Board of Directors (the "Board"), shall serve as a member of the Board. The Board shall elect the Executive as a member of the Board prior to the execution of this Agreement, subject however to execution of this Agreement by the parties and further subject to the approval of the Bankruptcy Court for the District of Delaware. As the Company's President and Chief Executive Officer, the Parent Board, or Executive shall direct and manage the Board of Directors affairs of the Company with such duties, functions and responsibilities (including the “Company Board” and, together right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) as are customarily associated with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board incident to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct position of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, Officer and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force may, from time to time, as applicable require of him, subject to senior executives the direction of Parent or the Company's Board. The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and shall adhere in all material respects at such other times as the Executive's duties may reasonably require, to such applicable rulesthe duties of the Executive's employment, regulations and policies; provided, however, that it shall not be a breach of this Agreement for the Executive to (1) manage his own private financial investments; or (2) with the consent of the Board (which consent shall not be unreasonably withheld) to be a member of the board of directors of other companies which do not compete with the Company, so long as, in either case, such rules, regulations and policies are activities do not illegal and that require the Executive has been made aware thereof by delivery to him spend a material amount of a written document(s) containing such rules, regulations and policies. In performing Executive’s time away from his performance of his duties hereunder, do not otherwise interfere with the Executive's performance of his duties hereunder, or otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of employment of the Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During be the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice principal executive offices of the need for Company. The Executive acknowledges that in the course of his assistance is given employment he may be required, from time to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith)time, Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance travel on behalf of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementCompany.
Appears in 2 contracts
Sources: Employment Agreement (Weiners Stores Inc), Employment Agreement (Weiners Stores Inc)
Duties. 2.1 Executive shallIn addition to having the responsibilities described in Section 3.1, during the Term, the Executive shall also perform the duties and responsibilities customarily incident to the position of Executive Vice President of FGI and as are consistent with each Company's Bylaws, as now existing or hereafter amended, and the directives of the Chief Executive Officer of FGI. The Executive shall report directly to the Chief Executive Officer of FGI. The Chief Executive Officer of FGI shall, as soon as practicable, nominate the Executive to serve on the Board, recommend to the members of the Board the election of the Executive to the Board and use his best efforts to faithfully perform have the Executive elected to the Board. The duties and responsibilities of a Vice-President the Executive shall include, but not be limited to, the following:
(i) serving as the Chief Executive Officer of Operations the Blue Rhino Division;
(ii) providing strategic direction for growth and profitability of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries Blue Rhino Division;
(including the Company’s quick service, franchising, quick casual and strip center operationsiii) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility providing leadership for the operation integration of the business Blue Rhino Division into Ferrellgas;
(iv) materially participating on the Executive Committee of Parent and its subsidiaries Ferrellgas, to include periodic trips to Kansas City;
(v) materially participating in company wide meetings; and
(vi) such other senior management activities as requested may be reasonably required by the President Board. During the Term and Chief Executive Officerexcept for illness, reasonable vacation periods, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officerreasonable leaves of absence, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, shall devote his full business time, effortattention, skills skill, energies and loyalty efforts to effectively perform the faithful performance of his duties hereunder and further to the business and affairs of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets the Companies and (ii) serve on any civic, community, charitable subsidiary or corporate board to affiliate of the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, Companies and shall promptly disclosenot during the Term be employed in any other business activity, at appropriate timeswhether or not such activity is pursued for gain, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent profit or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesother pecuniary advantage; provided, however, that such rulesthat, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) with the significance approval of the matters at issue Board, 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 the claimBoard's judgment, litigationwill not present any conflict of interest with the Companies or any of its subsidiaries or affiliates or divisions, arbitration, proceeding, investigation or action materially affect the performance of the Executive's duties pursuant to this Agreement and (ii) after the Term, Executive’s other Executive shall not be prevented from investing his personal and assets in any business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection which does not compete with rendering assistance hereunder upon the submission Companies or with any subsidiary or affiliate of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement Companies, where the form or manner of such expenses investment will not require substantial services on the part of the Executive in the operation of the business in which such investment is made. Notwithstanding the foregoing, the duties of the Executive (i) shall not be materially expanded without the Executive's prior approval; and costs pursuant (ii)shall not require him to this Section 2.3 shall in no way affect relocate his residence from Winston-Salem, North Carolina as a result of the Companies moving the Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with 's office greater than fifty (50) miles away from the principal office of the Blue Rhino Division as of the date of this Agreement, and shall not make it impractical for him to continue to reside at his current residence or cause him to reside away from there for extended periods of time.
Appears in 2 contracts
Sources: Employment Agreement (Blue Rhino Corp), Employment Agreement (Ferrellgas Finance Corp)
Duties. 2.1 Executive 3.1 The Employee shall, during the Term, use term of his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including employment with the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified subject to the direction and designated from time to time by the President and Chief Executive Officer, the Parent Board, or control of the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), report directly to the Board and shall exercise such authority, perform such executive duties and functions and discharge such responsibilities as applicableare reasonably associated with his executive position or as may be reasonably assigned or delegated to him from time to time by the Board, consistent with his position as President and Chief Executive Officer. Executive shallIn general, during Employee shall have management authority with respect to, and responsibility for, the Termoverall operations and day-to-day business and affairs of the Company and all major operating units.
3.2 During the term of this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote substantially all of his full business timetime and attention to the affairs of the Company and, effortto the extent necessary to discharge the responsibilities assigned hereunder, skills and loyalty to effectively perform use his best efforts in the performance of his duties for the Company and further any subsidiary corporation of the business Company. During the term of Sbarro; provided that Executive shall be permitted to this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (i) invest his personal assets and subject to Article VII hereof, serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (ii) serve on any civicdeliver lectures or otherwise participate in speaking engagements, communityand (iii) manage his personal investments and affairs.
3.3 Employee shall undertake regular travel to the Company’s executive and operational offices, charitable and such other occasional travel within or corporate board outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company, and all airplane travel shall be first or business class, or otherwise fully reimbursed at cost, to the extent that such activities, individually or in the aggregate, reimbursements do not materially interfere with exceed the conduct of Executive’s dutiesapproximate equivalent published fare for first or business class. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive Other expenses shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses reimbursed in accordance with Sbarrothe Company’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementpolicies for executive travel.
Appears in 2 contracts
Sources: Employment Agreement (Authentidate Holding Corp), Employment Agreement (Authentidate Holding Corp)
Duties. 2.1 During the Term, Executive shallshall be employed by the Company initially as Special Advisor to the Chief Executive Officer of VICI REIT (the “CEO”), with such title to change to Executive Vice President, General Counsel, and (upon approval of the Board of Directors of VICI REIT (the “Board”)) Corporate Secretary of VICI REIT and the Company when Executive receives the regulatory approvals necessary for her to hold and execute such role. Executive shall report to the CEO. The Executive may also hold such directorships and officerships in VICI REIT, the Company and any of their affiliates to which, from time to time, the Executive may be elected or appointed during the Term, use his best efforts to . Executive shall faithfully perform for the Company the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, said office and shall perform such other dutiesduties of an executive, commensurate with his position, managerial or administrative nature as shall be specified and designated from time to time by the President CEO, which duties shall not be materially inconsistent with the duties performed by executives holding similar offices with comparable companies. Executive shall devote substantially all of her business time and Chief effort to the performance of her duties hereunder, except that Executive Officermay devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. In addition, Executive will be permitted to serve, with the Parent Boardprior written consent of the CEO, as a member of the board of directors or advisory boards (or their equivalents, in the Board case of Directors a non-corporate entity) of non-competing businesses. Executive shall comply with the policies, procedures, standards, and regulations established from time to time by the Company (the “Company Board” and, together with the Parent Board, the “BoardsPolicies”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to obtain and keep in full force and effect throughout the President and Chief Executive Officer, and shall promptly disclose, at Term all gaming licenses or approvals necessary or appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of for Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policiesposition. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until Executive shall be based in the expiration of applicable statute of limitationsCompany’s offices in New York, Executive agrees to fully cooperate in good faith and to NY, except for reasonably required travel on the best of Company’s business consistent with Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementposition.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Vici Properties Inc.)
Duties. 2.1 MST hereby employs Executive shallin the capacity of President and Chief Executive Officer. In such capacity, during the Term, use his best efforts to faithfully Executive shall perform the duties of a Vice-President president and chief executive officer in a professional, supervisory and managerial nature solely for the benefit of Operations MST and pertaining to the business and affairs of Sbarro pursuant MST as determined by the Board of Directors and/or the Executive Committee of MST. Executive shall report directly to which he Telkonet, Inc.’s Chief Executive Officer (the “Telkonet CEO”). Executive’s duties and responsibilities shall assist also include, but not be limited to, the following:
(a) Serve as the chief executive officer of MST’s operations and provide leadership for MST’s activities;
(b) Oversee all MDU and, after a transition period as determined by the Telkonet CEO, all the hotel and motel operations of MST and Telkonet, Inc. In conjunction with the 2006 planning process, the Executive and the Telkonet CEO and/or his designees will define the geographic boundaries and managed solution offerings to be the Executive’s responsibility;
(c) Hire, compensate, discipline and terminate MST staff within the approved budget, establish job descriptions, duties and responsibilities of all MST staff in accordance with MST Bylaws, and the policies and procedures of MST, perform regular evaluations of all MST staff, determine the level of compensation of such staff on the basis of such evaluations, within the approved budget and in accordance with the policies of MST and have primary responsibility for the day-to-day operations of MST;
(d) Alert and business advise the Board of Parent Directors and/or the Executive Committee about reasonably significant matters needing their attention and action;
(e) Serve as the representative of MST in activities related to its subsidiaries objectives and policies;
(including f) Direct the Companycoordination of the activities of MST committees and projects;
(g) Oversee, under the direction of the Board of Directors and with the assistance of MST’s quick serviceoutside certified public accountant (the “MST Accountant”), franchisingthe custody and use of all funds, quick casual securities, property and, generally, all assets of MST and strip center operationsthe deposit of the funds of MST;
(h) Oversee the preparation of a proposed annual budget of MST;
(i) Oversee the receipt and disbursement of MST funds in accordance with the budgets adopted budget of MST;
(j) Supervise the sales, installation and business plans that have been approved by Parentsupport of all MST subscriber acquisition activities;
(k) Oversee, develop and expand all aspects of MST’s business, sales and production operations;
(l) Present an annual financial report to the Board of Directors Directors;
(the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time m) Present to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors an annual report of all activities of MST;
(n) Negotiate, evaluate and execute all contracts, agreements and commitments arising in the Company (the “Company Board” andordinary course of MST’s business for and on behalf of MST, together consistent with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to responsibilities set forth above;
(io) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere Make expenditures consistent with the conduct approved budget of Executive’s duties. Executive shall report directly to MST; and
(p) Implement all Board directives and perform all such other duties that may be assigned from time-to-time by the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use Board of Executive’s services and the business opportunities that come to Executive’s attentionDirectors in its discretion.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Telkonet Inc), Employment Agreement (Fitness Xpress Software Inc.)
Duties. 2.1 (a) Throughout the Employment Period, the Executive shall, during shall be the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President Chairman and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time Officer of the Company reporting directly to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), and shall have all duties and authorities as applicablecustomarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shallshall at all times comply with all written Company policies applicable to him. During the Employment Period, during the TermCompany shall also nominate the Executive for re-election as a member of the Board. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, devote California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his full business timeduties hereunder.
(b) Throughout the Employment Period, effort, skills and loyalty the Executive shall use his best efforts to effectively perform his duties under this Agreement fully, diligently and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officerfaithfully, and shall promptly disclose, at appropriate times, all material developments relating use his best efforts to Sbarro known to him so as to enable Sbarro to obtain promote the most effective use interests of Executive’s services the Company and the business opportunities that come to Executive’s attentionits subsidiaries and affiliates.
2.2 (c) Executive shall be subject devote substantially all of his business time to the written rules, regulations and policies affairs of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rulesanything herein to the contrary notwithstanding, regulations nothing shall preclude the Executive from (i) with the prior written consent of the Board, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and policies are community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not illegal and that Executive has been made aware thereof by delivery to him interfere with the performance of a written document(s) containing such rules, regulations and policies. In performing the Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and responsibilities to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying Company as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementhereunder.
Appears in 2 contracts
Sources: Employment Agreement (Nuvve Holding Corp.), Employment Agreement (NB Merger Corp.)
Duties. 2.1 Subject to the transitions set forth below, Executive shallagrees that during the Employment Period, Executive will devote his full business time, energies and talents to serving at the direction of the Board and the Bank Board, as the case may be.
(a) Subject to the following subsections of this Section 3, during the TermEmployment Period, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he Executive shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries continue serving as requested by the President and Chief Executive OfficerOfficer of the Company and the Bank, subject to the direction of the Board.
(b) On or after January 1, 2016, the Bank Board shall have the right, and sole discretion, to appoint a new President of the Bank.
(c) On or after January 1, 2017, the Bank Board shall perform have the right, and sole discretion, to appoint a new Chief Executive Officer of the Bank.
(d) On or after January 1, 2018, the Board shall have the right, and sole discretion to appoint a new President of the Company.
(e) During the Employment Term and through the end of the director term ending in calendar year 2020 (ending as of the annual shareholders meeting), the Executive shall continue to serve as a member of the Board and the Bank Board.
(f) Executive shall have such other duties, commensurate with his position, duties and responsibilities as shall may be specified and designated assigned to Executive from time to time by the President Board and Chief Executive Officer, the Parent Bank Board, or which duties and responsibilities shall be commensurate with Executive’s above positions, shall perform all duties assigned to Executive faithfully and efficiently, which shall specifically include facilitating an amicable and efficient transition of duties to Executive’s successor for each of the above positions, subject to the direction of the Board of Directors of and the Company (the “Company Board” and, together with the Parent Bank Board, and shall have such authorities and powers as are inherent to the “Boards”)undertakings applicable to Executive’s positions and necessary to carry out the responsibilities and duties required of Executive hereunder. Through the Retirement Date, as applicableExecutive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. Executive shallNotwithstanding the foregoing, during the TermEmployment Period, Executive may devote his full business timereasonable time to activities other than those required under this Agreement, effortincluding activities of a charitable, skills and loyalty educational, religious or similar nature (including professional associations) to effectively perform his the extent such activities do not, in the reasonable judgment of the Board or the Bank Board, inhibit, prohibit, interfere with or conflict with Executive’s duties and further under this Agreement or conflict in any material way with the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets the Employer and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesits Affiliates; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending not serve on the circumstances), providing factual information and material, and appearing board of directors of any business (other than the Employer or testifying as a witness. After its Affiliates) or hold any other position with any business without receiving the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice prior written consent of the need for his assistance is given to Board and the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementBank Board.
Appears in 2 contracts
Sources: Transitional Employment Agreement (Midland States Bancorp, Inc.), Transitional Employment Agreement (Midland States Bancorp, Inc.)
Duties. 2.1 As Chief Operating Officer of the Company, the Executive shall, during shall carry out the Term, use his best efforts to faithfully perform strategic plans and policies as established by the duties of a Vice-President of Operations the Company and shall report to the President. The Executive’s duties shall include but not be limited to the following:
(i) Supporting the operations and administration of Sbarro pursuant the President by advising and informing the President with regard to which he the operations of the Company and interfacing between the President and the staff of the Company;
(ii) Overseeing the design, marketing, promotion, delivery, and quality of the Company's programs, products, and services;
(iii) Recommending a yearly budget for President approval and prudently managing the Company’s resources within those budgetary guidelines according to current laws and regulations;
(iv) Effectively managing the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations;
(v) Identifying and researching potential sources of capital and establishing strategies to obtain funding from such sources; and
(vi) assuring that the Company and its mission programs, products, and services are consistently presented in strong, positive image to relevant stakeholders. As Chief Operating Officer of the Company, the Executive shall assist in be entitled to exercise all rights and power and shall have all the privileges and authorities commensurate with his offices, including without limitation:
(i) The full authority for the operations and conduct of the business of the Company;
(ii) General decision-making authority with respect to the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive OfficerCompany;
(iii) The engagement, retention, and shall perform such other duties, commensurate with his position, as shall be specified termination of employees and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board independent contractors of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, the setting of the compensation and other material terms of employment or engagement of employees and independent contractors and the establishment of work rules for employees; and
(iv) The initiation, development, and implementation of new business, subject only to the supervision of the President. The Executive shall adhere render her services there under in all material respects the headquarters city (or other locations approved by the President) subject to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery reasonable travel as may be required to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s perform her duties hereunder. During the initial six (6) months of employment, the Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable devote not less than fifty percent (50%) of her time to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs service rendered pursuant to this Section 2.3 Agreement. Thereafter, the Executive shall in no way affect Executive’s rights devote such time as is required to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementperform her services hereunder.
Appears in 2 contracts
Sources: Employment Agreement (Houseraising, Inc.), Employment Agreement (Houseraising, Inc.)
Duties. 2.1 Executive (A) The Employee shall, during the Termterm of his employment with the Company, use his best efforts to faithfully perform the such services and duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist an executive nature in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance connection with the budgets business, affairs and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation operations of the business of Parent Company as may be reasonably and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated in good faith assigned or delegated to him from time to time by or under the President and Chief Executive Officer, the Parent Board, or authority of the Board of Directors of the Company (the “Company Board” and, together and consistent with the Parent position of Chairman of the Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, .
(B) Employee agrees to use his best efforts in the promotion and shall promptly disclose, at appropriate times, all material developments relating advancement of the Company and its welfare and business. Employee agrees to Sbarro known devote such time and effort to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving as is reasonably necessary to fulfill the general conduct duties of business Chairman of Sbarro in force from time to timethe Board, as applicable to senior executives of Parent or the Company, President and shall adhere in all material respects to such applicable rules, regulations and policiesChief Executive Officer; provided, however, that such rules, regulations and policies are not illegal and the Company acknowledges that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) Employee is serving and will continue to serve as Chairman, President and Chief Executive Officer of NU-TECH BIO-MED, INC. ("Nu-Tech") and Nu-Tech's subsidiaries, and Employee will devote a portion of his professional time to the significance business of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action Nu-Tech consistent with such duties and (ii) after Employee may devote a portion of his time to charitable work or positions on boards of directors or committees of other companies or charitable organizations, provided that such actions do not interfere with the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for performance by Employee of his duties hereunder.
(C) Employee shall not be required to perform all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon of his duties at the submission facilities of the appropriate documentation Company, and Employee may utilize telephone, computer and facsimile communications to Sbarroperform services while he is not located at the Company's facilities, but Employee shall spend such portion of his time at the facilities of the Company as is necessary to satisfactorily perform his duties as Chairman of the Board, President and Chief Executive Officer of the Company. Executive’s entitlement Additionally, Employee shall undertake such occasional travel, within or without the United States, as is or may be necessary to reimbursement satisfactorily perform his duties and Chairman of such expenses the Board, President and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementChief Executive Officer of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Physicians Clinical Laboratory Inc), Employment Agreement (Nu Tech Bio Med Inc)
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform The Employee shall undertake the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist set out in the job description attached hereto of [POSITION] or such other role as the Employers consider appropriate. When carrying out duties for [EMPLOYER 1] the Employee shall report to INSERT [EMPLOYER 1] MANAGER NAME. When carrying out duties for [EMPLOYER 2] the Employee shall report to INSERT [EMPLOYER 2] MANAGER NAME. During the Appointment the Employee shall: unless prevented by Incapacity, devote the whole of her time, attention and abilities to the business of the Employers; diligently exercise such powers and perform such duties as may from time to time be assigned to her by the Employers; comply with all reasonable and lawful directions given to her by the Employers; promptly make such reports to the Employers in connection with their affairs on such matters and at such times as are reasonably required; report her own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Employers immediately on becoming aware of it; use her best endeavours to promote, protect, develop and extend the business of the Employers; and Consent to the Employers monitoring and recording any use that she makes of the Employers' electronic communications systems for the purpose of ensuring that the Employers' rules are being complied with and for legitimate business purposes. The Employee shall comply with any rules, policies and procedures as are applicable from time to time. Such rules, policies and procedures do not form part of this agreement and the Employers may amend them at any time. To the extent that there is any conflict between the terms of this agreement and such rules, policies and procedures this agreement shall prevail. All documents, manuals, hardware and software provided for the Employee's use by the Employers, and any data or documents (including copies) produced, maintained or stored on the Employers' computer systems or other electronic equipment (including mobile phones), remain the property of the Employers. Arrangements for day-to-day operations work, management and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation reporting remain independent to each of the business of Parent Employers and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall will be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force agreed between them from time to time, as applicable to senior executives of Parent or . Personal development and performance appraisals may be carried out during the CompanyAppointment, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof will be undertaken by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice each of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (Employers as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementappropriate.
Appears in 2 contracts
Sources: Joint Employment Contract, Joint Employment Contract
Duties. 2.1 (a) In his capacity as Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-Vice President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick serviceEmployer, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform for Employer the executive, administrative and technical duties customarily associated with such other duties, commensurate with his position, as shall well as such other duties reasonably consistent therewith as may be specified and designated reasonably assigned to Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesEmployer; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him the duties assigned shall be of a written document(s) containing such rulescharacter and dignity appropriate to a senior executive of a corporation and consistent with Executive's experience, regulations education and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesbackground.
2.3 During the Term(b) Except as otherwise set forth in this paragraph, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) Executive shall devote his full time and efforts during normal business days and hours to the significance performance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action this Employment Agreement and (ii) after Executive shall not engage in the Termreal estate business or in any other business which conflicts with or competes in any material way with the business of Employer. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the business of Scorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as modified by certain agreements dated as of August 1, 1996 between such parties (the "Option Agreement") and the Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary; so long as, in either case, the devotion of such time and effort does not conflict (without independent committee review) or interfere with Executive’s other personal 's performance of his duties as Executive Vice President of Presidential and business commitments. Sbarro will reimburse in fact Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon does diligently perform his duties as Executive Vice President of Presidential to the submission satisfaction of the appropriate documentation Board of Directors of Employer. During the term of this Employment Agreement, Employer will permit Executive, at no cost to Sbarro. Executive’s entitlement , to reimbursement utilize his office space to carry on the business of such Scorpio to the extent permitted by this paragraph (b), provided however that Executive and/or Scorpio will pay, or reimburse Employer for, the direct costs for duplicating, telecopying, telephone and other business expenses and costs pursuant used by Scorpio in a manner reasonably satisfactory to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementEmployer.
Appears in 2 contracts
Sources: Employment Agreement (Presidential Realty Corp/De/), Employment Agreement (Presidential Realty Corp/De/)
Duties. 2.1 Executive shall(a) During the term of her employment under this Agreement, during Employee will perform her duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the Term, use his terms of this Agreement and shall include: (i) devoting her best efforts and her entire business time to faithfully further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to her activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which she may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so.
(b) In performing her duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform the her duties of and responsibilities in a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations professional manner and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance consistent with the budgets overall goals and business plans that have been approved by Parentobjectives of Farmmi and applicable federal, state, and local law.
(c) In performing her duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors Directors; and (the “Parent Board”)iii) all policies, shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officerprocedures, and shall perform such other duties, commensurate with his positionrequirements enacted by Farmmi’s Board of Directors, as shall they may be specified amended from time to time. Employee agrees to adhere to and designated support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.
(d) During her employment with Farmmi, Employee shall devote her full time, attention, and best efforts to the President operations of Farmmi and Chief Executive Officerthe fulfillment of her duties. Employee agrees that, during her employment with Farmmi, she will exercise the Parent Board, or the Board highest degree of Directors of the Company (the “Company Board” and, together loyalty and will conduct her duties with the Parent Boardhighest degree of care. During her employment with Farmmi, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive Employee shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to engage in any transactionother business activity, event whether as an employee, employer, consultant, principal, officer, or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarrootherwise and whether or not done for compensation, its counselorgain, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation other financial or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementeconomic advantage.
Appears in 2 contracts
Sources: Employment Agreement (Farmmi, Inc.), Employment Agreement (Farmmi, Inc.)
Duties. 2.1 Executive shallEmployee agrees that he shall continue to serve the Company as Chief Financial Officer, reporting to the Audit Committee and the Board of Directors, until the Employment Termination Date (as defined below) or such earlier time as the Board of Directors determines. Prior to the Employment Termination Date and during the Termperiod from the date hereof through and including the Employment Termination Date, use his best efforts Employee shall serve as the Principal Accounting Officer and Chief Financial Officer and during such time shall be responsible for such duties and responsibilities as are commensurate with such positions, including, without limitation, interaction with auditors and management, controls, policies and procedures relative to faithfully perform financial reporting, taxes and tax returns, maintenance of accounts, investments, financial statement preparation, budgeting and forecasts, insurance, reports as well as preparation and filing of filings and reports under the duties Securities Act of a Vice-President 1933, as amended, and the Securities Exchange Act of Operations of Sbarro pursuant 1934, as amended,, including but not limited to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick serviceAnnual Report on Form 10-K, franchisingQuarterly Reports on Form 10-Q, quick casual Current Reports on Form 8-K, Proxy Statements and strip center operationsRegistration Statements (the “SEC Filings”) including all certifications thereto. Employee shall use his reasonable efforts to ensure that the duties and responsibilities are timely performed in accordance with SEC filing deadlines and, as applicable, with such other deadlines that the budgets and business plans that have been approved by ParentCompany’s Board of Directors (the in its sole discretion may otherwise designate. Employee will be deemed to be in breach of this Agreement and subject to termination for “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries Cause” as requested by the President and Chief Executive Officerdefined herein, and shall Employee will receive no benefits and be terminated without further payments or benefits beyond the date of termination pursuant to the express provisions of this Agreement, in the event of material failure to perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so responsibilities as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionset forth herein.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 2 contracts
Sources: Retention Agreement, Retention Agreement (Bioptix, Inc.)
Duties. 2.1 (a) In his capacity as Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-Vice President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick serviceEmployer, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform for Employer the executive, administrative and technical duties customarily associated with such other duties, commensurate with his position, as shall well as such other duties reasonably consistent therewith as may be specified and designated reasonably assigned to Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesEmployer; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him the duties assigned shall be of a written document(s) containing such rules, regulations character and policies. In performing dignity appropriate to a senior executive of a corporation and consistent with Executive’s duties hereunderexperience, Executive shall comply, in all material respects, with applicable laws, rules education and regulations applicable to Parent and its subsidiaries and their businessesbackground.
2.3 During the Term(b) Except as otherwise set forth in this paragraph, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) Executive shall devote his full time and efforts during normal business days and hours to the significance performance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action this Employment Agreement and (ii) after Executive shall not engage in the Termreal estate business or in any other business which conflicts with or competes in any material way with the business of Employer. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the business of Scorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively “Scorpio”) pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, S▇▇▇▇▇ ▇▇▇▇▇▇, T▇▇▇▇▇ ▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as modified by certain agreements dated as of August 1, 1996 between such parties (the “Option Agreement”) and the Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, “Ivy”) as Executive deems reasonably necessary; so long as, in either case, the devotion of such time and effort does not conflict (without independent committee review) or interfere with Executive’s other personal performance of his duties as Executive Vice President of Presidential and business commitments. Sbarro will reimburse in fact Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon does diligently perform his duties as Executive Vice President of Presidential to the submission satisfaction of the appropriate documentation Board of Directors of Employer. During the term of this Employment Agreement, Employer will permit Executive, at no cost to Sbarro. Executive’s entitlement , to reimbursement utilize his office space to carry on the business of such Scorpio to the extent permitted by this paragraph (b), provided however that Executive and/or Scorpio will pay, or reimburse Employer for, the direct costs for duplicating, telecopying, telephone and other business expenses and costs pursuant used by Scorpio in a manner reasonably satisfactory to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementEmployer.
Appears in 2 contracts
Sources: Employment Agreement (Presidential Realty Corp/De/), Employment Agreement (Presidential Realty Corp/De/)
Duties. 2.1 Executive During the Employment you shall:
(a) work under the overall supervision and guidance of the Board, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility be responsible for the operation key management and commercial decisions necessary for the conduct of the business of Parent the Company as a whole;
(b) undertake and its subsidiaries carry out to the best of your ability such duties and exercise such powers in relation to the Company or Group’s business as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated may from time to time be assigned to or vested in you by the President Board including where those duties require you to work for any Group Company (it being acknowledged that the Board will only assign such duties to you as are appropriate to your position);
(c) in the discharge of those duties and Chief Executive Officerthe exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Parent BoardBoard and promptly upon request, give a full account to the Board or a person duly authorised by the Board of Directors of all matters with which you are involved. You will provide the Company information in writing if requested;
(the “Company Board” and, together d) comply with the Parent Board, the “Boards”), Articles of Association (as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force amended from time to time) of the Company and any Group Company;
(e) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by you and the Company and any Group Company with applicable law and regulations including any rules applied by the US Securities Exchange Commission, NYSE or NASDAQ and all other regulatory authorities relevant to senior executives of Parent or the Company and any Group Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof any codes of practice issued by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, Company and any Group Company (as amended from time thereafter until the expiration of applicable statute of limitationsto time);
(f) act in accordance with all statutory, Executive agrees to fully cooperate in good faith fiduciary and common law duties that you owe to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating Company and any Group Company;
(g) refrain from doing anything which would cause you to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying be disqualified from acting as a witness. After director;
(h) unless prevented by ill-health, holidays or other unavoidable cause, devote a substantial amount of your working time, attention and skill to the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, discharge of your duties in which case such assistance shall be given in person (provided reasonable advance notice respect of the need for his assistance is given to the extent practicable). To the extent Company and any Group Company, as may be reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration required;
(i) faithfully and diligently perform your duties and at all times use your best endeavours to promote and protect the significance interests of the matters at issue Company and the Group; and
(j) promptly disclose to the Board upon becoming aware, full details of any wrongdoing by you or any other employee of any Group Company where that wrongdoing in your opinion is material to that employee’s employment by the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability relevant company or corporate documents, to the interests or reputation of any applicable insurance policy, and/or in accordance with this AgreementGroup Company.
Appears in 2 contracts
Sources: Service Agreement (ReNew Energy Global PLC), Service Agreement (ReNew Energy Global PLC)
Duties. 2.1 As Chairman and CEO of the Company, the Executive shallshall carry out the strategic plans and policies as established by the Board of Directors of the Company and shall report to the Board of Directors. The Executive’s duties shall include but not be limited to the following:
(i) Supporting the operations and administration of the Board of Directors by advising and informing Board members with regard to the operations of the Company and interfacing between the Board and the staff of the Company;
(ii) Overseeing the design, during marketing, promotion, delivery, and quality of the TermCompany's programs, use products, and services;
(iii) Recommending a yearly budget for Board approval and prudently managing the Company’s resources within those budgetary guidelines according to current laws and regulations;
(iv) Effectively managing the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations;
(v) Identifying and researching potential sources of capital and establishing strategies to obtain funding from such sources; and
(vi) assuring that the Company and its mission programs, products, and services are consistently presented in strong, positive image to relevant stakeholders. As Chairman and CEO of the Company, the Executive shall be entitled to exercise all rights and power and shall have all the privileges and authorities commensurate with his best efforts offices, including without limitation:
(i) The full authority for the operations and conduct of the business of the Company;
(ii) General decision-making authority with respect to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent the Company;
(iii) The engagement, retention, and its subsidiaries as requested termination of employees and independent contractors of the Company, the setting of the compensation and other material terms of employment or engagement of employees and independent contractors and the establishment of work rules for employees; and
(iv) The initiation, development, and implementation of new business, subject only to the supervision of the Board. The Executive shall render his services thereunder in the headquarters city (or other headquarters location approved by the President and Chief Executive Officer, and shall perform Board) subject to such other duties, commensurate with his position, reasonable travel as shall may be specified and designated from time required to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further hereunder. During the business initial four (4) months of Sbarro; provided that employment, the Executive shall be permitted to devote not less than sixty percent (i60%) invest of his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs service rendered pursuant to this Section 2.3 Agreement. Thereafter, the Executive shall in no way affect Executive’s rights devote such time as is required to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementperform his services hereunder.
Appears in 2 contracts
Sources: Employment Agreement (Houseraising, Inc.), Employment Agreement (Houseraising, Inc.)
Duties. 2.1 (a) Commencing on the Start Date, Executive shallshall serve as Chief Executive Officer of the Company, during and as such shall be the Term, use his best efforts to faithfully perform highest ranking executive officer of the Company and shall have the duties and responsibilities customarily exercised by an individual serving in that position in a corporation of a Vice-President the size and nature of Operations of Sbarro pursuant to which he shall assist in the Company, including full day-to-day operations operational authority, except for duties and business responsibilities with respect to creative matters that are within the purview of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Parent BoardFounder”), shall have responsibility for ) in her capacity as the operation Founder and Chief Creative Officer of the business of Parent Company and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or which she reports directly to the Board of Directors of the Company (the “Company Board” and, together with ”). Without limiting the Parent Boardgenerality of the foregoing, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted have responsibility for developing, and overseeing the implementation of, the Company’s business strategy, for determining appropriate staffing levels and for determining hiring and firing decisions, in each case, to the extent appropriate, after giving consideration to any recommendations of the Founder and subject to the approval of the Board as to matters requiring Board approval (which generally do not include day-to-day matters or hiring and firing decisions of persons other than named executive officers). All of the employees of the Company (other than the Founder) shall report, directly or indirectly, to the Executive (it being acknowledged and agreed that (i) invest his personal assets the Chief Financial Officer, General Counsel and Internal Audit also have direct reporting responsibilities to the Board and committees thereof and (ii) serve on any civic, community, charitable or corporate board the editors may also report to the extent that Founder). In performing such activitiesduties, individually services, and responsibilities, the Executive shall report solely to the Board as a whole (with coordination through the lead director or in other independent director designated by the aggregate, do not materially interfere with the conduct of Executive’s dutiesBoard). Executive shall report directly to continue as a member of the President Board.
(b) During the Employment Term, the Executive shall use his best energies and Chief Executive Officerabilities in the performance of his duties, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or responsibilities for the Company, shall comply with the Company’s policies and procedures and shall adhere in devote substantially all material respects of his business time and attention to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him the businesses of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent the Company and its subsidiaries and their businessesaffiliates. Notwithstanding the foregoing, the parties understand and agree that the Executive may continue to serve as a non-executive consultant to ▇▇▇▇ Metal Management, Ltd through June 30, 2014, so long as such service does not violate or materially interfere with his performance of his duties, services and responsibilities under this Agreement. In addition, the parties understand and agree that Executive may continue to serve on the corporate, civic and charitable boards listed on Schedule A attached hereto and may serve on such other corporate, civic and charitable boards (subject to advance written approval of the Board); provided, that such activities do not violate, or materially interfere with his performance of his duties, services and responsibilities under this Agreement. During the Employment Term, the Executive’s principal location of employment shall be at the Company’s executive offices in New York City, New York, except for customary business travel on behalf of the Company and its subsidiaries and affiliates.
2.3 During (c) Upon any termination of the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability employment with Sbarro in connection with all pendingthe Company, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which the Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonicallydeemed to have resigned from all other positions he then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, unless otherwise agreed by the same is Company and the Executive. For purposes of determining the timing of (but not reasonably practicableeligibility for) amounts payable upon “termination of employment,” “Date of Termination” or “separation from service” under this Agreement, in which case such assistance terms shall be given in person (provided reasonable advance notice of the need for his assistance is given mean, to the extent practicable). To required under Section 409A of the extent reasonably practicable Internal Revenue Code of 1986, as amended (as determined by Sbarro in good faith“Section 409A”), Sbarro will try to limit the Executive’s participation to regular business hours. In any event, “separation from service” as defined in making any request for such cooperation, Sbarro will take into consideration (i) Section 409A and the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementregulations thereunder.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Martha Stewart Living Omnimedia Inc)
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations Business Development and Corporate Vice President of Sbarro pursuant to which he shall assist in the overall management, implementation of strategy and the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business development of Parent and its subsidiaries as requested by the President and Chief Executive Officersubsidiaries, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
2.4 Although Executive will perform his duties at the Company’s principal headquarters in the greater New York City metropolitan area, he understands that his responsibilities require substantial travel in connection with Sbarro’s national and international operations.
Appears in 1 contract
Duties. 2.1 Executive shall(a) During the term of your employment hereunder, during including any renewal thereof, you agree to serve as the TermVice President, use his best efforts to faithfully perform General Manager of the Dynasty Division (the "Division") or in such other capacity with duties and responsibilities of a Vice-similar nature as those initially undertaken by you hereunder as the President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated Company may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the President of the Company. You also agree to perform such other services and Chief Executive Officer, duties consistent with the Parent Board, office or offices in which you are serving and its responsibilities as may from time to time be prescribed by the Board of Directors Directors, and you also agree to serve, if elected, as an officer and/or director of the Company and/or any of the Company's other direct or indirect subsidiaries without additional compensation, in all cases in conformity to the by-laws of each such corporation. Unless you otherwise agree, you shall not be required to relocate your place of business to a location that would increase your commuting distance by greater than 25 miles.
(b) You shall devote your full employment energies, interest, abilities, time and attention during normal business hours (excluding the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty vacation periods provided in Section 4(b) below) exclusively to effectively perform his duties and further the business and affairs of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets the Company, its parent corporation and (ii) serve on any civicsubsidiaries, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officerif any, and shall promptly disclosenot engage in any activity that conflicts or interferes with the performance of duties hereunder.
(c) You agree to cooperate with the Company, at appropriate timesincluding taking such reasonable medical examinations as may be necessary, all material developments relating in the event the Company shall desire or be required (such as pursuant to Sbarro known to him so as to enable Sbarro the terms of any bank loan or any other agreement) to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionlife insurance insuring your life.
2.2 Executive shall (d) You shall, except as otherwise provided herein, be subject to the written Company's rules, regulations practices and policies applicable to the Company's senior executive employees. Without limiting the generality of Parent and the foregoing, you shall, with respect to the Company involving the general conduct and its parents, subsidiaries, assets and stockholders, act in a manner consistent with your fiduciary responsibilities as an executive of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 Executive shall(a) During the term of your employment hereunder, during including any renewal thereof, you agree to serve as the TermVice President & General Manager, use his best efforts to faithfully perform the Motive Power Division of C&D Technologies, Inc. or in such other capacity with duties and responsibilities of a Vice-similar nature as those initially undertaken by you hereunder as the President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated Company may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the President of the Company. You also agree to perform such other services and Chief Executive Officer, duties consistent with the Parent Board, office or offices in which you are serving and its responsibilities as may from time to time be prescribed by the Board of Directors Directors, and you also agree to serve, if elected, as an officer and/or director of the Company and/or any of the Company's other direct or indirect subsidiaries without additional compensation, in all cases in conformity to the by-laws of each such corporation.
(b) You shall devote your full employment energies, interest, abilities, time and attention during normal business hours (excluding the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty vacation periods provided in Section 4(b) below) exclusively to effectively perform his duties and further the business and affairs of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets the Company, its parent corporation and (ii) serve on any civicsubsidiaries, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officerif any, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain not engage in any activity that conflicts or interferes with the most effective use performance of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesduties hereunder; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives you may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending serve on the circumstances)Board of Directors of Interspiro, providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given AB to the extent practicable). To that your responsibilities related to that position do not adversely affect your performance of duties hereunder.
(c) You agree to cooperate with the extent reasonably practicable (Company, including taking such reasonable medical examinations as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any eventmay be necessary, in making the event the Company shall desire or be required (such as pursuant to the terms of any request for such cooperationbank loan or any other agreement) to obtain life insurance insuring your life.
(d) You shall, Sbarro will take into consideration (i) except as otherwise provided herein, be subject to the significance Company's rules, practices and policies applicable to the Company's senior executive employees. Without limiting the generality of the matters at issue foregoing, you shall, with respect to the Company and its parents, subsidiaries, assets and stockholders, act in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection a manner consistent with rendering assistance hereunder upon the submission your fiduciary responsibilities as an executive of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementCompany.
Appears in 1 contract
Duties. 2.1 7.1 The Executive shallshall during his employment hereunder:-
7.1.1 report to the Chief Financial Officer or such other Managing Executive as designated by the Chief Financial Officer
7.1.2 faithfully and diligently undertake and perform such duties and exercise such powers, during the Term, use authorities and discretions in relation to his best efforts to faithfully perform the duties of a Vice-position as Vice President of EMEA Finance and Operations with responsibility for Finance and Operations of Sbarro pursuant to which he shall assist in the day-to-day EMEA operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, business as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force may from time to time, at its sole discretion assign or delegate to or vest in him on such terms and subject to such conditions and restrictions as applicable the Board may from time to senior executives time at its sole discretion determine or impose; and
7.1.3 (unless prevented by ill health or accident and except during holidays permitted by this Agreement) devote the whole of Parent his time, attention, abilities, expertise, skills and ingenuity to carrying out his duties hereunder during normal working hours and at such other times as may be required by the needs of the Company or the Companynature of the Executive’s duties; and
7.1.4 carry out his duties in a proper and efficient manner and use his best endeavours to maintain, protect, promote and shall adhere in extend the business, interests, reputation and welfare of the Company and of any Associated Undertaking; and
7.1.5 comply with all material respects to such applicable ruleslawful resolutions, regulations and policies; provided, however, that such rules, directions from time to time given to him by the Board and with all rules and regulations and policies from time to time laid down by the Company concerning its executives which are not illegal inconsistent with this Agreement; and
7.1.6 report to the Board and that at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct and of the business and affairs of the Company and provide such explanations as the Board may require in connection therewith; and
7.1.7 comply with the performance objectives agreed, as adjusted from time to time, between the Executive has been made aware thereof and the Board; and
7.1.8 carry out his duties and exercise his powers jointly with any other person or persons appointed by delivery the Board to him act jointly with him.
7.2 Notwithstanding the above, the Executive shall be permitted (to the extent such activities do not in the aggregate materially interfere with the performance of his duties and responsibilities hereunder) to
7.2.1 manage his own personal, financial and legal affairs; and
7.2.2 serve on civic, educational, philanthropic or charitable boards or committees; and
7.2.3 serve on any other corporate board or committee as long as such board or committee is disclosed to the Company and does not cause a written document(s) containing such rules, regulations and policies. In performing conflict of interest with the Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesat the Company.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 Executive shall(a) During the term of her employment under this Agreement, during Employee will perform her duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the Termterms of this Agreement and shall include: (i) devoting h▇▇▇▇▇▇ efforts and her entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, use his (ii) being subject to Farmmi’s direction and control at all times with respect to her activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which she may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so.
(b) In performing her duties, Employee shall not undertake any action inconsistent with or harmful to the best efforts to faithfully interests of Farmmi. Employee shall perform the her duties of and responsibilities in a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations professional manner and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance consistent with the budgets overall goals and business plans that have been approved by Parentobjectives of Farmmi and applicable federal, state, and local law.
(c) In performing her duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors Directors; and (the “Parent Board”)iii) all policies, shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officerprocedures, and shall perform such other duties, commensurate with his positionrequirements enacted by Farmmi’s Board of Directors, as shall they may be specified amended from time to time. Employee agrees to adhere to and designated support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.
(d) During her employment with Farmmi, Employee shall devote her full time, attention, and best efforts to the President operations of Farmmi and Chief Executive Officerthe fulfillment of her duties. Employee agrees that, during her employment with Farmmi, she will exercise the Parent Board, or the Board highest degree of Directors of the Company (the “Company Board” and, together loyalty and will conduct her duties with the Parent Boardhighest degree of care. During her employment with Farmmi, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive Employee shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to engage in any transactionother business activity, event whether as an employee, employer, consultant, principal, officer, or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarrootherwise and whether or not done for compensation, its counselorgain, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation other financial or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementeconomic advantage.
Appears in 1 contract
Sources: Employment Agreement (Farmmi, Inc.)
Duties. 2.1 (a) Executive's Positions and Titles. Executive's positions and titles shall be Executive shallVice President, General Counsel and Secretary of Advisors. Executive shall also serve as Executive Vice President, General Counsel and Secretary of CAM, and in such positions with Holdings and/or the Subsidiaries to which Executive may be appointed.
(b) Executive's Duties. Executive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (the "MANAGER") or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to time assign to Executive not inconsistent with Executive's position(s). Executive recognizes that during the Termperiod of Executive's employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use his best Executive's good faith efforts to faithfully perform promote and develop the business of the Company. However, the Company recognizes that during the period of Executive's employment hereunder, Executive will provide certain services to CFP and its affiliates and related entities, and the Company acknowledges and agrees that Executive's provision of such services shall not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive's primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved by the Compensation Committee of CAM (the "COMPENSATION COMMITTEE") (each such services a Vice-President "PERMITTED ACTIVITY"). Recognizing and acknowledging that it is essential for the protection and enhancement of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations name and business of Parent the Company and its subsidiaries (including the Company’s quick servicegoodwill pertaining thereto, franchisingExecutive shall perform his duties under this Agreement professionally, quick casual and strip center operations) in accordance with the budgets applicable laws, rules and business plans that have been approved regulations and such standards, policies and procedures established by Parent’s Board of Directors (Employer and the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated industry from time to time by time. Executive will not perform any duties for any other business, other than a Permitted Activity without the President and Chief Executive Officer, the Parent Board, or the Board of Directors prior written consent of the Company (the “Company Board” andCompensation Committee, together with the Parent Boardbut may engage in charitable, the “Boards”)civic or community activities, as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable such duties or corporate board to the extent that such activities, individually or in the aggregate, activities do not materially interfere with the conduct proper performance of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s 's duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with under this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (Calamos Asset Management, Inc. /DE/)
Duties. 2.1 (a) During the Employment Period, the Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have overall responsibility for the operation business affairs and activities of the business of Parent Company and its subsidiaries direct and indirect subsidiaries, and shall do and perform all services and acts necessary or advisable 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 requested may be assigned to the Executive by the President and Board, commensurate with the Executive serving as Chief Executive Officer, and shall perform such other dutiesreport to the Board. Except for sick leave, commensurate with his position, as shall be specified reasonable vacations and designated from time to time by the President and Chief Executive Officerexcused leaves of absence, the Parent BoardExecutive shall, or throughout the Board Employment Period, devote the whole of Directors the Executive’s working time, attention, knowledge and skills faithfully, and to the best of the Executive’s ability, to the duties and responsibilities of the Executive’s positions in furtherance of the business affairs and activities of the Company (and its subsidiaries. Subject to the “Company Board” and, together with consent of the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to serve on one charitable or civic board so long as such service does not interfere with Executive’s duties hereunder or violate any covenant contained in Section 5.
(b) During the Employment Period, the Executive’s principal place of employment shall be at the Company’s office in Hoffman Estates, Illinois. The Executive shall relocate her principal residence to the greater Chicago metropolitan area no later than the end of the Company’s 2014 fiscal year. Prior to the time the Executive relocates her principal residence to the greater Chicago metropolitan area, she may spend up to 50% of her business time based at locations other than the Company’s ▇▇▇▇▇▇▇ Estates office.
(c) The Executive shall at all times be subject to, comply with, observe and carry out (i) invest his personal assets the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally and in effect from time to time and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations regulations, policies, codes of ethics and/or conduct, directions and policies of Parent and restrictions as the Company involving the general conduct of business of Sbarro in force Board may from time to time, as applicable to time reasonably establish or approve generally for senior executives executive officers of Parent or the Company, and shall adhere in all material respects to such applicable . Any rules, regulations regulations, policies, codes of ethics and/or conduct, directions and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive restrictions described in the prior sentence shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and be provided to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location within three (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice 3) months of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementEffective Date.
Appears in 1 contract
Duties. 2.1 Employee agrees to the extent of the time commitment set forth below to devote Employee’s undivided attention to the performance of the following services to KineMed:
A. Employee shall be a full-time regular, exempt employee and shall devote one hundred percent (100%) of each work week to the performance of his duties on behalf of KineMed.
B. Employee shall act initially as Chairman of the Board of Directors and Chief Executive shallOfficer. In these capacities, during the Term, use his best efforts to faithfully Employee shall perform the duties variety of a Vice-President tasks within the scope of Operations Employee’s titles, including those described in the Bylaws of Sbarro pursuant KineMed, and shall have the responsibility, subject to which he the Board of Directors, to oversee corporate affairs of KineMed; shall assist in the day-to-day operations preparation and implementation of KineMed’s business of Parent plan and its subsidiaries (including the Company’s quick service, franchising, quick casual budget; and strip center operations) in accordance shall carry out duties and responsibilities customarily associated with the budgets positions of Chief Executive Officer. Employee shall interface with other officers, employees, accountants, and business plans consultants of KineMed regarding the implementation of the various initiatives undertaken by KineMed.
C. Employee acknowledges that have been approved by Parent’s the Board of Directors has delegated to the Compensation Committee responsibility to oversee the KineMed’s executive compensation (the “Parent BoardComp Committee”). In establishing and approving compensation, the Comp Committee may establish certain tasks and objective goals and milestones that will provide the basis for evaluating the performance of Employee and serving as the basis for future or additional compensation. If the Comp Committee establishes such tasks, goals, and milestones, subject to Employee’s concurrence that they are reasonable, such tasks, goals and milestones shall be attached hereto, become part of this Agreement and be part of Employee’s duties and services under this Section 2.
D. KineMed acknowledges that Employee may serve as an officer, director and consultant to other companies (“Outside Activities”). Employee may spend time involved with such Outside Activities provided he does so in a way to fit into the time requirements of tasks to be performed for KineMed and does so without interference with Employee’s responsibilities and duties to KineMed. Employee agrees to disclose to the Comp Committee upon request and from time to time the nature and complete details of any and all of his Outside Activities.
E. If requested, Employee shall be available from time to time to attend and participate in meetings and conferences, under the reasonable direction of KineMed, and to participate in planning sessions with other KineMed personnel.
F. Employee shall comply with KineMed’s written policies set out in KineMed’s Employee Handbook, a copy of which has been provided to Employee prior to execution of this Agreement. Employee acknowledges receipt of a copy of the Employee Handbook, agrees to comply with the matters set forth therein and acknowledges that such policies, from time to time, may be changed in the KineMed’s discretion.
G. Employee, on a continuing basis from the commencement of his employment and at all times thereafter shall have responsibility the highest fiduciary and affirmative duty to disclose any other scientific or business relationships in which Employee is involved or connected that may have a direct or indirect similarity or potential or actual conflict of interest with the scientific or business activities of KineMed. Employee shall report to the Comp Committee or Board of Directors from time to time regarding any of Employee’s directorships, participation with advisory boards, or consulting arrangements outside of KineMed’s Business, whether or not such activities are similar to those being undertaken by KineMed.
H. Employee shall account for any and all property of KineMed that may come into Employee's possession in the operation course of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officeremployment, and at the termination of employment, Employee agrees to return all such property.
I. Employee hereby grants to KineMed the right to use Employee’s name, picture, and curriculum vitae in connection with any brochures, web sites, slide presentations, offering memoranda, and other materials as needed.
J. KineMed reserves the right to change, either by increasing or decreasing, the duties of Employee and to designate other duties and responsibilities of Employee within the general scope of the foregoing.
K. Employee shall perform report to and render such other duties, commensurate with his position, services as shall may be specified and designated reasonably requested from time to time by the Board of Directors or by the Comp Committee. Employee shall coordinate the performance of his services with M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M.D., Ph.D., President and Chief Executive Officer, the Parent Board, or the Board Scientific Officer of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionKineMed.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Kinemed Inc)
Duties. 2.1 Executive shall, during (a) During the first two years of the Term, use his best efforts to faithfully perform the duties of a Vice-Executive ------ shall serve as an Executive Vice President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations Bank and business of Parent the Company and its subsidiaries (including as the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation Chief Executive Officer of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, Subsidiary and shall perform such other duties, commensurate with his position, duties in connection therewith as shall may be specified and designated assigned to him from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors Officer of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent Bank or the Company, as the case may be.
(b) During the third year of the Term, the Executive shall continue to serve as an Executive Vice President of the Bank and the Company and perform the duties in connection therewith set forth in Section 4(a). In addition, during such third year of the Term the Executive shall serve as transitional Chief Executive Officer of the Subsidiary and perform the duties in connection therewith set forth in Section 4(a) until a successor Chief Executive Officer of the Subsidiary is appointed during such third year.
(c) During the fourth and fifth years of the Term, the Executive shall serve as an executive employee of the Bank and shall adhere perform such duties in connection therewith as may be assigned to him from time to time by the Chief Executive Officer of the Bank.
(d) During the first two years of the Term (except for periods of illness and vacation), substantially all of the Executive's business time, attention, skill and efforts shall be devoted to the performance of the Executive's duties under this Agreement. During the third year of the Term (except for periods of illness and vacation), not less than the equivalent of 120 full-time days of the Executive's business time, attention, skill and efforts shall be devoted to the performance of the Executive's duties under this Agreement. During the fourth and fifth years of the Term (except for periods of illness and vacation), not less than the equivalent of 60 full-time days of the Executive's business time, attention, skill and efforts shall be devoted to the performance of the Executive's duties under this Agreement. During the third, fourth and fifth years of the Term the Bank shall have the right, in its discretion, to designate the days or portions thereof on which the Executive shall be required to perform his duties under this Agreement. To the extent that the Executive engages in business activities during the third, fourth and fifth years of the Term in addition to his duties to the Bank set forth herein, it is understood and agreed that the Executive shall not engage in any activities which would materially interfere with his ability to perform his duties hereunder as requested from time to time by the Bank and shall not engage, directly or indirectly, as an officer, director, principal, employee, stockholder or consultant of any corporation or other business entity which competes in any material respects to such applicable rules, regulations respect with the businesses carried on by the Bank and policiesits subsidiaries; provided, however, that such rules, regulations and policies are not illegal and that the Executive has been made aware thereof by delivery will be permitted to him own as a passive investor less than 5% of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, any class of publicly-traded securities of any entity which competes with applicable laws, rules and regulations applicable to Parent the Bank and its subsidiaries and their businesses.
2.3 During without being deemed to have violated this Section 4(d). Subject to the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith foregoing restrictions and to the best prior fulfillment of Executive’s ability with Sbarro in connection with all pendinghis obligations to the Bank hereunder, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which the Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonicallyentitled to perform consulting services for third parties during the third, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice fourth and fifth years of the need for his assistance is given to Term with the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance prior written approval of the matters at issue in the claimBank, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights approval not to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company unreasonably withheld or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementdelayed.
Appears in 1 contract
Duties. 2.1 Executive shall, during will hold the Term, use his best efforts to faithfully perform the duties office of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries Chief Financial Officer (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent BoardCFO”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his will have such duties and further the business of Sbarro; provided that Executive shall responsibilities as may be permitted to (i) invest his personal assets and (ii) serve on any civicassigned, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable by and subject to senior executives of Parent or the Companydirection and supervision of, and shall adhere report to, the Company’s Chief Executive Officer, including, in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s capacity as CFO, such duties hereunderand responsibilities to the subsidiaries of the Company as may be assigned, from time to time, by and subject to the direction and supervision of the Company’s Chief Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 Officer. During the Term, and excluding any periods of vacation or personal leave to which Executive is entitled, (i) Executive will render Executive’s services on an exclusive basis to the Company, primarily at the Company’s facility in and around Dallas, Texas, (ii) Executive will apply on a full-time thereafter until basis all of Executive’s skill and experience to the expiration performance of applicable statute Executive’s duties, and (iii) Executive may have no other employment and, without the prior written consent of limitationsthe Company, no outside business activities (provided that the management of Executive’s personal or family assets and affairs and Executive’s time spent on charitable activities will not be deemed outside activities so long as such activities do not significantly interfere with Executive’s performance of duties under this Agreement). Executive agrees will perform Executive’s duties under this Agreement with fidelity and loyalty to fully cooperate in good faith and the Company, to the best of Executive’s ability ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Sbarro Executive’s duties and responsibilities and in connection accord with best practices within the Company’s industry. So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all pendingpolicies, potential rules and regulations of the Company as well as all directives and instructions from the Company’s Chief Executive Officer or future claimsthe board of directors of the parent of the Company, litigationsRMG Networks Holding Corp., arbitrations, proceedings, investigations or actions involving or relating a Delaware corporation (the “Board”). The Company shall have the right to Sbarro or their purchase in Executive’s name a “key man” life insurance policy naming the Company and any of its subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on as the circumstances), providing factual information and materialsole beneficiary thereunder, and appearing Executive agrees to cooperate with the Company’s procurement of such policy, provided that any information provided to an insurance company or testifying as a witness. After the Term, Executive’s assistance broker shall not be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To Company without the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit prior written authorization of Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (RMG Networks Holding Corp)
Duties. 2.1 (a) The Company does hereby hire, engage, and employ Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and as its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive OfficerOfficer for the Term (as defined in Section 2). Executive does hereby accept and agree to such hiring, engagement, and employment. Executive shall perform serve the Company in such other duties, commensurate position in conformity with his position, as shall be specified the provisions of this Agreement and designated from time to time by the President and Chief Executive Officer, the Parent Board, or general direction of the Board of Directors of the Company (the “Company Board” and”). Executive shall have duties and authority consistent with Executive’s position as President and Chief Executive Officer. For so long as Executive continues to serve on the Board, together Executive shall not receive additional compensation for such Board service.
(b) Throughout his employment, Executive shall devote his time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. During his employment hereunder, and except for his service on the board of directors of Camelback Products LLC (“Camelback Products”) (on which Executive may continue to serve so long as such service does not materially interfere with Executive’s performance of his duties for the Company), Executive shall not serve as a director, officer, partner, member or employee of, or consultant to, any other company or business without first receiving the written consent of the Board. In the event that Executive ceases to serve on the board of directors of Camelback Products, the Board shall not unreasonably withhold its consent to Executive serving on another board of one company or business that does not compete with the Parent BoardCompany. The foregoing notwithstanding, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets engage in charitable, civic, educational, professional, industry and (ii) community affairs, to serve on any civicthe boards of directors of non-profit organizations, communityand to manage Executive’s passive personal investments, charitable or corporate board to the extent provided that such activities, individually or in the aggregate, activities do not materially interfere with the conduct performance of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best . All of Executive’s ability business and professional relationships shall at all times be in compliance with Sbarro the conflict of interest and other policies set forth in connection with the Company’s Code of Ethical Standards, Business Practices and Conduct applicable to all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating officers and employees of the Company (the “Code of Ethics”).
(c) Executive hereby represents to Sbarro or their subsidiaries which directly or indirectly relate the Company that he is not subject to any transactionemployment, event confidentiality, trade secret or activity about similar agreement, which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting would interfere with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After performance of his duties for the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementCompany.
Appears in 1 contract
Sources: Employment Agreement (Pacific Sunwear of California Inc)
Duties. 2.1 Without prejudice to the duties imposed by law, the Executive shall, during to the Termbest of his ability, use his best efforts to faithfully perform promote, develop and further the duties interests of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations Company, comply with all applicable legal requirements and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual applicable policies and strip center operations) in accordance with the budgets and business plans procedures that have been approved furnished to him/her, and, subject to the terms of this Agreement, shall devote his full working time to the business and the affairs of the Company. This Agreement shall not be construed as preventing the Executive from engaging in charitable and community affairs, participating in industry trade association activities, or giving attention to his or his family’s passive investments, provided that such activities do not unreasonably interfere with the Executive’s duties and responsibilities to the Company. Passive investments shall mean publicly traded stocks, bonds, retirement funds or other similar investments, including investments in privately held companies so long as any such investment does not require any material amount of time or attention of the Executive during the work day.
2.2 The Executive shall report to the Chief Executive Officer of the Company (“CEO”) and the Executive shall perform such duties and exercise his powers, authorities and decisions, consistent with his position as the Executive as well as any such other duties and responsibilities as determined by Parentthe CEO or the Company’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, within/under the conditions and restrictions, delegated to the CFO by the CEO or the Board. The Executive shall also interface, as applicable required or requested, with the Audit Committee of the Board.
2.3 Subject to senior executives the directives of Parent the CEO and the terms of this Agreement, the Executive shall do all acts and things in the ordinary course of business of the Company consistent with his position as Executive, which may be necessary or conducive to the interest of the Company and in particular, but without prejudice to the generality of the foregoing, the Executive shall be responsible for the day-to-day advancement of the Company’s business goals and activities within his area of responsibility, and shall participate as part of executive management of the Company.
2.4 The day-to-day responsibilities of the Executive do not include decisions/acts, which, compared to the business of the Company or the specific situation of the Company, are considered outside of the ordinary conduct of business and reasonably would be expected to have material impact on the business of the Company. Such decisions/acts must always be submitted to the Board for prior approval, unless such approval cannot be awaited without the business of the Company being subject or exposed to a material adverse impact therefrom. In the event that prior approval has not been obtained, the Board must be informed in writing of any decisions/acts made as soon as practicable.
2.5 The Executive shall adhere in all be responsible, as soon as practicable after he/she becomes aware thereof, for adequately informing the Board or the Audit Committee of any facts that reasonably would be expected to have a material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal impact on the Company’s business activities and that Executive has have not previously been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and disclosed to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementBoard.
Appears in 1 contract
Duties. 2.1 The Employee is employed as President and Chief Executive shall, during Officer of the Term, use his best efforts to faithfully perform the duties of a Vice-Home Video Subsidiary and as an Executive Vice President of Operations Employer. His duties shall be consistent with the responsibilities of Sbarro pursuant to which he such offices and shall assist in include oversight of all of the Home Video Subsidiary's day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and activities. Employee shall perform such other duties, commensurate with his position, reasonable activities related to such offices as shall be specified and designated from time are assigned to time him by the President and Chief Executive Officer, Company's Chairman of the Parent Board, President or the its Board of Directors Directors. Subject to reasonable travel requirements on behalf of the Company (the “Company Board” andand Home Video Subsidiary, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his Employee's duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest performed at an office in New York City. The Company shall consult with Employee regarding the location of such office. In performing his personal assets duties, Employee shall attend such festivals and (ii) serve on any civic, community, charitable or corporate board markets as are reasonably necessary and desirable in the performance of his duties. Notwithstanding anything to the extent that such activitiescontrary contained herein, individually Employee shall not be entitled to incur any expenses in excess of $10,000 on behalf of the Home Video Subsidiary or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving without the general conduct prior written approval of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies's President; provided, however, that such rulesso long as the film that the Employee seeks to acquire does not glorify drugs or contain excessive violence, regulations after consulting with the Company's President but without being required to obtain the approval of the Company of its President, the Employee shall have the right to enter into agreements for the acquisition of titles for domestic home video rental distribution for an advance or purchase price of not more that $100,000 per title and policies are aggregating not illegal and more that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies$300,000 for all unreleased films at any one time. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and Subject to the best of Executive’s ability with Sbarro foregoing, Employee shall have complete creative control in connection with the acquisition and marketing of all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledgetitles for the domestic home video rental market."
6. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice The second sentence of Section 7 of the need for his assistance Employment Agreement is given hereby amended to read in its entirety a follows: "Employee shall not be required to account to the extent practicable)Company for any such expenses."
7. To the extent reasonably practicable Sections 10 (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration a) and (ib) the significance of the matters at issue Employment Agreement are hereby amended to read in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.their entirety as follows:
Appears in 1 contract
Duties. 2.1 a. During your employment hereunder, you will serve as the Chief Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-Officer and President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service. You will have such duties and responsibilities, franchisingconsistent with past practice, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility as are customary for the operation position of the business of Parent Chief Executive Officer and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such any other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Boardresponsibilities, or offices you may be reasonably assigned by the Board of Directors of the Company (the “Board”). You shall report to and be supervised by the Board.
b. During your employment hereunder, you will devote substantially all your attention and time during normal business hours to the business and affairs of the Company and will use your reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of your positions and to accomplish the goals and objectives of the Company as may be established by the Board” and. Notwithstanding the foregoing, together you may engage in the following activities (and shall be entitled to retain all economic benefits thereof, including fees paid in connection therewith) as long as they do not interfere in any material respect with the Parent Boardperformance of the your duties and responsibilities hereunder: (i) serve on corporate, civic, religious, educational and/or charitable and other non-profit organizations boards or committees, provided that the you shall not serve on any board or committee of any corporation or other business that directly or indirectly competes with the Company; (ii) make investments in businesses or enterprises and manage your personal investments; and (iii) any other activity approved in writing by the Compensation Committee of the Board (the “BoardsCompensation Committee”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted with respect to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or you shall comply with all business conduct and ethics policies applicable to employees of the Company.
c. During your employment hereunder, the Company agrees to nominate you to serve as a member of the Board, and you agree to serve in such capacity for no additional compensation other than as provided hereunder. Upon the aggregatetermination of your employment hereunder for any reason, do not materially interfere you agree to resign as a member of the Board, and from any other positions you may then hold with the conduct Company or any of Executive’s duties. Executive shall report directly to the President and Chief Executive Officerits subsidiaries or affiliates, and shall promptly disclosethat you will execute such documents and take such other action, at appropriate timesif any, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall may be subject to the written rules, regulations and policies of Parent and requested by the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate give effect to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementresignation.
Appears in 1 contract
Sources: Employment Agreement (Marimed Inc.)
Duties. 2.1 The Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries is employed as requested by the President and Chief Executive OfficerOfficer of the Employer, and subject to the direction of the Board of Directors or its designee(s). The Executive shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere connection with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain Business of the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesEmployer; provided, however, that in making its assignments, the Board of Directors shall assign only such rulesauthority, regulations duties and policies are not illegal and that responsibilities assigned to the Executive has been made aware thereof by delivery from time to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall complytime as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement.
2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall:
(a) devote substantially all material respectsof the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with applicable laws, rules this Agreement; and
(c) timely prepare and regulations applicable forward to Parent the Board of Directors all reports and its subsidiaries and their businessesaccounting as may be requested of the Executive.
2.3 During The Executive shall devote the TermExecutive's entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:
(a) managing the Executive's personal assets and investing the Executive's personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive's participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive's collectively owning beneficially at any time thereafter until five percent (5%) or more of the expiration equity securities of applicable statute any business in competition with the Business of limitationsthe Employer;
(c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive's duties under this Agreement and are not in competition with the Business of the Employer or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive agrees to fully cooperate in good faith and joining such entity as a member of its board of directors prior to the best Executive joining such board of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementdirectors.
Appears in 1 contract
Sources: Employment Agreement (Community First Bancshares, Inc.)
Duties. 2.1 Executive shallwill serve the Company in the capacity of the Company’s chief executive officer (the “Chief Executive Officer”) and, during in that capacity, Executive will perform his duties to the Termbest of his abilities, subject to the oversight of the Company’s board of directors (the “Board”). In addition to performing his duties as Chief Executive Officer, Executive shall serve as chairman of the Board (the “Chairman”). The Company agrees that Executive shall have duties and responsibilities consistent with the positions set forth above in a company the size and of the nature of Blockbuster and shall at all times have such discretion and authority as is required in the carrying out of Executive’s duties in a proper and efficient manner, subject to such limits as the Board may impose through the Company’s authorizing resolutions or otherwise. As Chairman, Executive shall be entitled to receive the same fees and insurance coverage made available to other inside directors on the Board. During the Term of Employment, Executive shall devote all of his professional attention, on a full time basis, to the business and affairs of the Company and shall use his best efforts to faithfully perform advance the duties best interest of a Vice-President the Company and shall comply with all of Operations the policies of Sbarro pursuant the Company, including, without limitation, such policies with respect to which he shall assist in the day-to-day operations legal compliance, conflicts of interest, confidentiality and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries ethics as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated are from time to time by in effect. During the President and Chief Term of Employment, Executive Officershall not, without the Parent prior approval of the Board, which approval will not be unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of or for the Board benefit of, any other “Person” (as defined below) as an employee, advisor, member of Directors of the Company a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (the “Company Board” b) accept appointment to or work in any capacity for any charitable or not-for-profit organization; and, together with in the Parent Board, the “Boards”case of clauses (a) and (b), as applicable. Executive shallto the extent Board approval is granted for Executive’s engagement in any such activity, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board only engage in such activity to the extent that such activities, individually activity does not conflict or in the aggregate, do not materially interfere with the conduct performance of Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs and to engage in public speaking, provided that such activities do not conflict or interfere with the performance of Executive’s duties. Notwithstanding the foregoing, Executive shall report directly may continue to provide service in his current capacity to the President entities and Chief Executive Officerorganizations listed on Exhibit A to this Agreement, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain provided that such activities do not conflict or interfere with the most effective use performance of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject duties to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to timeCompany. “Person” or “person”, as applicable to senior executives of Parent or the Companyused in this Agreement, and shall adhere in all material respects to such applicable rulesmeans any individual, regulations and policies; providedpartnership, howeverlimited partnership, that such rulescorporation, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or corporate documentsgovernmental subdivision or agency, any applicable insurance policy, and/or in accordance with this Agreementor other entity.
Appears in 1 contract
Duties. 2.1 The Executive shallis employed as Chief Operating Officer of the Employer, during subject to the Term, use his best efforts to faithfully perform direction of the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”or its designee(s), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief . The Executive Officer, and shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere connection with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain Business of the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesEmployer; provided, however, that in making its assignments, the Board of Directors shall assign only such rulesauthority, regulations duties and responsibilities assigned to the Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement.
2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall:
(a) devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and
(c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive.
2.3 The Executive shall devote the Executive’s entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:
(a) managing the Executive’s personal assets and investing the Executive’s personal assets in businesses, which (subject to clause (b) below) are not illegal in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive’s participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer;
(c) serving on the board of directors of other organizations (including those organizations with which the Executive has been made aware thereof by delivery to him serves as of a written document(sthe Effective Date) containing so long as such rules, regulations and policies. In performing service does not materially interfere with the performance of the Executive’s duties hereunderunder this Agreement and are not in competition with the Business of the Employer or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and joining such entity as a member of its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration board of applicable statute of limitations, Executive agrees to fully cooperate in good faith and directors prior to the best Executive joining such board of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementdirectors.
Appears in 1 contract
Sources: Employment Agreement (Community First Bancshares, Inc.)
Duties. 2.1 Executive shallDuring the Service Period, during the TermEmployee shall serve as Chairman of the Board and shall diligently perform, use his best efforts to faithfully perform the duties reasonable satisfaction of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and Board, those services for the Company, its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his positionaffiliates, as shall may be specified and designated from time to time by the President Board in connection with any aspect of the Company's business. In his capacity as Chairman of the Board, the Employee shall report exclusively to the Board. During the Service Period, the Employee shall perform transitional services and provide information and advice on the Company, its operations and the business at the request of the Board, and perform such other duties as may be reasonably requested by the Board. By way of illustration of the duties and responsibilities the Board currently intends to assign to the Employee (and without limiting the Board's authority to alter or revoke any such duties and responsibilities), the Employee may be required to (a) provide advice and counsel to his successor as Chief Executive Officer, (b) assist in developing the Parent Company's long-range strategic plan, (c) act as one of the liaisons between the Chief Executive Officer and the Board, or (d) preside at all meetings of the Board, including the annual meeting of shareholders, (e) schedule and conduct Board meetings, (f) prepare, in consultation with the Chief Executive Officer and with other directors and committee chairs, agendas for Board and committee meetings, (g) review the quality, quantity and timeliness of the flow of materials between management and the Board and specifically request the inclusion of Directors materials he deems appropriate in materials prepared for the Board, (h) assist the Board and Company officers in assuring compliance with the Company's corporate governance guidelines, (i) participate in the process of the Company interviewing potential Board candidates, (the “Company Board” and, j) together with the Parent Corporate Governance Committee and in consultation with the full Board, review memberships of Board committees and the selection of committee chairs, and (k) approve, in consultation with the full Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty retention of consultants to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President Board. The Employee agrees to devote his undivided time and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating attention to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive of the Company. The Employee shall not, without the prior written consent of the Board, be subject to directly or indirectly engaged in any other trade, business or occupation for compensation requiring his personal services during the written rulesService Period. Nothing in this Agreement shall preclude the Employee from: (i) engaging in charitable and community activities or from managing his personal investments, regulations and policies or (ii) serving as a member of Parent and the Company involving the general conduct board of business directors of Sbarro an unaffiliated company not in force from time to time, as applicable to senior executives of Parent or competition with the Company, and subject however in each such case of board membership, to approval by the Board (which approval shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesbe unreasonably withheld).
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Covance Inc)
Duties. 2.1 (a) Executive shallshall perform such duties and functions as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, during and be subject to the Termdirection of, use the Board of Directors. Executive shall serve as a director of the Company without further compensation. At the request of the Board of Directors, Executive shall serve as an executive officer and director of any subsidiary of the Company and, in the performance of such duties, Executive shall comply with the policies of the Board of Directors of each such subsidiary.
(b) During the term of this Agreement, Executive shall devote substantially all of his best efforts time and attention, reasonable vacation time and absences for sickness excepted, to faithfully the business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of a Vice-President his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of Operations his duties hereunder and do not violate Section 9 hereof.
(c) Nothing in this Section 6 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of Sbarro pursuant to investments.
(d) The principal location at which he the Executive shall assist in the day-to-day operations and business of Parent and its subsidiaries (including perform his duties hereunder shall be at the Company’s quick service's offices in Eufaula, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform Alabama or at such other duties, commensurate with his position, location as shall may be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of SbarroCompany; provided that if the principal location of Executive's duties is transferred from Eufaula, Alabama, the new principal location of Executive's duties shall not be transferred beyond a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ without Executive's consent. Notwithstanding the foregoing, Executive shall perform such services at such other locations as may be permitted to (i) invest required for the proper performance of his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, and Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesrecognizes that such duties may involve significant travel.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 4.1 The Executive shall, shall during her employment hereunder:
4.1.1 faithfully and diligently undertake and perform such duties and exercise such powers authorities and discretions in relation to her position as Chief Financial Officer of the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations Company and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with business as the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated Officer may from time to time at their sole discretion assign or delegate to or vest in her on such terms and subject to such conditions and restrictions as the Chief Executive Officer may from time to time at his sole discretion determine or impose; and
4.1.2 (unless prevented by ill health or permanent disability and except during holidays permitted by this Agreement) devote the whole of her time, attention, abilities, expertise, skills and ingenuity to carrying out her duties hereunder during Normal Working Hours and at such other times as may be required by the President and Chief Executive Officer, the Parent Board, or the Board of Directors needs of the Company (or the “Company Board” and, together with nature of the Parent Board, the “Boards”), as applicableExecutive's duties. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that The Executive shall not be permitted entitled to (i) invest his personal assets receive any additional remuneration for work outside Normal Working Hours; and
4.1.3 carry out her duties in a proper and (ii) serve on efficient manner and use her best endeavours to maintain, protect, promote and extend the business, interests, reputation and welfare of the Company and any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere Associated Company; and
4.1.4 comply with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written ruleslawful resolutions, regulations and policies of Parent directions from time to time given to her by the Chief Executive Officer and with all rules and regulations from time to time laid down by the Company involving concerning its executives which are not inconsistent with this Agreement; and
4.1.5 report to the general Chief Executive Officer and at all times keep the Chief Executive Officer promptly and fully informed (in writing if so requested) of her conduct of the business and affairs of Sbarro the Company and provide such explanations as the Chief Executive Officer may require in force connection therewith; and
4.1.6 carry out her duties and exercise her powers jointly with any other person or persons appointed by the Chief Executive Officer to act jointly with her; and
4.1.7 comply with the performance objectives agreed, as adjusted from time to time, as applicable between the Executive and the Chief Executive Officer.
4.2 For the avoidance of doubt, the Executive shall perform her duties for and on behalf of the Company although the Chief Executive Officer shall be entitled, acting reasonably, at any time to senior executives of Parent require the Executive to perform other services, from time to time, or vary the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and without any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementadditional remuneration.
Appears in 1 contract
Duties. 2.1 Executive shall(a) During the term of your employment hereunder, during including any renewal thereof, you agree to serve as the TermVice President-General Manager, use his best efforts to faithfully perform Power Electronics Division (the "Division") or in such other capacity with duties and responsibilities of a Vice-similar nature as those initially undertaken by you hereunder as the President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated Company may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the President of the Company. You also agree to perform such other services and Chief Executive Officer, duties consistent with the Parent Board, office or offices in which you are serving and its responsibilities as may from time to time be prescribed by the Board of Directors Directors, and you also agree to serve, if elected, as an officer and/or director of the Company and/or any of the Company's other direct or indirect subsidiaries without additional compensation, in all cases in conformity to the by-laws of each such corporation. Unless you otherwise agree, you shall not be required to relocate your place of business to a location that would increase your commuting distance by greater than 25 miles.
(b) You shall devote your full employment energies, interest, abilities, time and attention during normal business hours (excluding the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty vacation periods provided in Section 4(b) below) exclusively to effectively perform his duties and further the business and affairs of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets the Company, its parent corporation and (ii) serve on any civicsubsidiaries, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officerif any, and shall promptly disclosenot engage in any activity that conflicts or interferes with the performance of duties hereunder.
(c) You agree to cooperate with the Company, at appropriate timesincluding taking such reasonable medical examinations as may be necessary, all material developments relating in the event the Company shall desire or be required (such as pursuant to Sbarro known to him so as to enable Sbarro the terms of any bank loan or any other agreement) to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionlife insurance insuring your life.
2.2 Executive shall (d) You shall, except as otherwise provided herein, be subject to the written Company's rules, regulations practices and policies applicable to the Company's senior executive employees. Without limiting the generality of Parent and the foregoing, you shall, with respect to the Company involving the general conduct and its parents, subsidiaries, assets and stockholders, act in a manner consistent with your fiduciary responsibilities as an executive of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 Executive shall, during The Employee is employed as the Term, use his best efforts to faithfully perform Chairman of the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations Bank and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with subject to the budgets and business plans that have been approved by Parent’s direction of the Board of Directors (the “Parent Board”or its designee(s), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and . The Employee shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Employee from time to time by the President and Chief Executive OfficerBoard of Directors in connection with the conduct of the Business of the Employer; provided, the Parent Boardhowever, or that, in making its assignments, the Board of Directors of the Company (the “Company Board” andshall assign only such authority, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board responsibilities assigned to the extent that such activitiesEmployee from time to time as are, individually or in the aggregate, do consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions, including as a director of the Company and the Bank, held by the Employee pursuant to the terms of this Agreement.
2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall:
(a) devote substantially all of the Employee’s time, energy and skill during regular business hours to the performance of the duties of the Employee’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all management policies and decisions communicated to the Employee by the Board of Directors, which are consistent with this Agreement;
(c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Employee; and
(d) serve as a director of the Company and the Bank.
2.3 The Employee shall devote the Employee’s entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from:
(a) managing the Employee’s personal assets and investing the Employee’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee’s participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer;
(c) serving on the board of directors of other organizations so long as such service does not materially interfere with the conduct performance of Executivethe Employee’s duties. Executive shall report directly duties under this Agreement and are not in competition with the Business of the Employer; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors approves of such activities prior to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of ExecutiveEmployee’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject engaging in them. Notwithstanding anything to the written rulescontrary in this Section 2.3, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, Employee may serve as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance a general partner of the matters at issue in the claim▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Family Partnership, litigationLP, arbitration, proceeding, investigation or action and (ii) after president of Rosebub Farm, Inc., and (iii) a principal of Bankers’ Capital Group, LLC. For the Termavoidance of doubt, Executive’s other personal Bankers’ Capital Group, LLC also serves as a general partner of Sagus Partners, LLC and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon intends to do so following the submission date of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 Executive shall(a) During the term of his employment under this Agreement, during Employee will perform his duties hereunder at such time or times as Hebron may reasonably request. Employee’s duties may be varied by Hebron from time to time without violating the Term, use terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to faithfully perform further properly the duties interests and revenues of a Vice-President Hebron to the satisfaction of Operations Hebron, (ii) being subject to Hebron’s direction and control at all times with respect to his activities on behalf of Sbarro pursuant to Hebron, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Hebron, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Hebron may require, and (v) fully accounting for all monies and other property of Hebron of which he may from time to time have custody and delivering the same to Hebron whenever and however directed to do so.
(b) In performing his duties, Employee shall assist not undertake any action inconsistent with or harmful to the best interests of Hebron. Employee shall perform his duties and responsibilities in the day-to-day operations a professional manner and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance consistent with the budgets overall goals and business plans that have been approved by Parentobjectives of Hebron and applicable federal, state, and local law.
(c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Hebron’s Board of Directors Directors; and (the “Parent Board”)iii) all policies, shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officerprocedures, and shall perform such other duties, commensurate with his positionrequirements enacted by Hebron’s Board of Directors, as shall they may be specified amended from time to time. Employee agrees to adhere to and designated support Hebron’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Hebron may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.
(d) During his employment with Hebron, Employee shall devote the President full time, attention, and Chief Executive Officerbest efforts to the operations of Hebron required for fulfillment of his duties. Employee agrees that, during his employment with Hebron, he will exercise the Parent Board, or the Board highest degree of Directors of the Company (the “Company Board” and, together loyalty and will conduct his duties with the Parent Boardhighest degree of care. During his employment with Hebron, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive Employee shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to engage in any transactionother business activity that competes or conflicts with Hebron, event whether as an employee, employer, consultant, principal, officer, or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarrootherwise and whether or not done for compensation, its counselorgain, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation other financial or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementeconomic advantage.
Appears in 1 contract
Duties. 2.1 The Executive shallis employed as Executive Vice President and Chief Operating Officer of the Employer, during subject to the Term, use his best efforts to faithfully perform direction of the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”or its designee(s), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief . The Executive Officer, and shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere connection with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain Business of the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesEmployer; provided, however, that in making its assignments, the Board of Directors shall assign only such rulesauthority, regulations duties and policies are not illegal and that responsibilities assigned to the Executive has been made aware thereof by delivery from time to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall complytime as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement.
2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall:
(a) devote substantially all material respectsof the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with applicable laws, rules this Agreement; and
(c) timely prepare and regulations applicable forward to Parent the Board of Directors all reports and its subsidiaries and their businessesaccounting as may be requested of the Executive.
2.3 During The Executive shall devote the TermExecutive's entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:
(a) managing the Executive's personal assets and investing the Executive's personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive's participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive's collectively owning beneficially at any time thereafter until five percent (5%) or more of the expiration equity securities of applicable statute any business in competition with the Business of limitationsthe Employer;
(c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive's duties under this Agreement and are not in competition with the Business of the Employer or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive agrees to fully cooperate in good faith and joining such entity as a member of its board of directors prior to the best Executive joining such board of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementdirectors.
Appears in 1 contract
Sources: Employment Agreement (Community First Bancshares, Inc.)
Duties. 2.1 Employee shall initially serve as Chief Executive shall, during the Term, use his best efforts to faithfully perform the duties Officer of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service. In that capacity, franchising, quick casual Employee shall have authority and strip center operations) in accordance be responsible to manage the operations of the Company consistent with the budgets Company's annual business plan. The Company's annual business plan will be formulated by Employee and business plans that have been approved by Parent’s Board the appropriate Service Line Leader of Directors Enterprise Profit Solutions Corporation, a Delaware corporation, parent of the Company, and subsidiary of EPS Solutions (the “Parent Board”"EPS"), shall have responsibility for and will, among other things, set forth guidelines related to budgeting, capital expenditures, hiring and strategic initiatives. Employee will formulate the operation business plan and manage the Company with the primary goal of enhancing stockholder value by maximizing revenues and profitability of the business of Parent Company. Employee will have authority to bind the Company to contracts that are consistent with Employee's duties and its subsidiaries as requested by the President and Chief Executive Officerresponsibilities hereunder, and subject to limitations consistent with EPS policies. Employee shall perform such other dutiesrelated duties and services as EPS's board of directors (the "BOARD") and/or its Chief Executive Officer may from time to time assign, commensurate with his positionprovided however, that if Employee remains employed by the Company, Employee's responsibility and authority within the Company will not be materially diminished without Employee's written consent as shall long as shares of restricted stock purchased by Employee pursuant to the Restricted Stock Purchase Agreement described in Section 4 are subject to Restrictions (as defined in such Restricted Stock Purchase Agreement) (the "RESTRICTED PERIOD"). Except as set forth herein, Employee's position and duties may be specified changed at any time and designated from time to time by the President and Board or Chief Executive Officer, the Parent Board, Officer of EPS. Such duties shall be rendered at such place or the Board of Directors of places as the Company (shall require based upon the “Company Board” andinterest, together with the Parent Boardneed, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business and/or opportunities of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, provided however, that for the Restricted Period, the principal place at which Employee renders such rules, regulations and policies are duties shall not illegal and that Executive has been made aware thereof by delivery to him be relocated more than twenty-five (25) miles from the location of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending place on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementdate hereof without Employee's written consent.
Appears in 1 contract
Duties. 2.1 The Employee is employed as the Executive shall, during Vice President and Chief Financial Officer of FLAG and the Term, use his best efforts Bank and Secretary to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (of FLAG and the “Parent Board”)Bank, shall have responsibility for subject to the operation direction of the business of Parent and its subsidiaries as requested by the President and Chief Executive OfficerOfficer and the Board of Directors of FLAG and the Bank, respectively, or their designee(s). As Secretary to the Board of Directors of FLAG and the Bank, the Employee will be notified of all meetings of the Board of Directors of FLAG and the Bank and the Employee will have the right to attend all such meetings. The Employee shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Employee from time to time by the President and Chief Executive OfficerOfficer of the Employer in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Parent BoardChief Executive Officer of the Employer shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying a the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto.
2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall:
(a) devote substantially all of the Employee's time, energy and skill during regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer of the Employer which are consistent with this Agreement; and
(c) timely prepare and forward to the Chief Executive Officer of the Employer all reports and accounting as may be requested of the Employee.
2.3 The Employee shall devote the Employee's entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from
(a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee's participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; and
(c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business FLAG approves of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board such activities prior to the extent that such activities, individually or Employee's engaging in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionthem.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 (a) The Company does hereby hire, engage, and employ Executive shallas its Chief Executive Officer for the Term (as defined in Section 2). Executive does hereby accept and agree to such hiring, during engagement, and employment. Executive shall serve the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist Company in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) such position in accordance conformity with the budgets provisions of this Agreement and business plans that have been approved by Parent’s Board the general direction of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company "Board” and"). Executive shall have duties and authority consistent with Executive's position as Chief Executive Officer. Subject to her election to the Board from time to time, together Executive shall continue to serve on the Board as its Chairperson during her employment hereunder; provided, however, that the Board may appoint an independent non-executive Chairperson if the Board determines in good faith (after consultation with Executive) such appointment is required by law or reasonably necessary for corporate governance purposes. Executive shall not receive additional compensation for such Board service.
(b) Throughout her employment, Executive shall devote her time, energy, and skill to the performance of her duties for the Company, vacations and other leave authorized under this Agreement excepted. During her employment hereunder, and except for her service on the board of directors of The Children's Place, Inc. ("TCPI") (on which Executive may continue to serve so long as such service does not materially interfere with Executive's performance of her duties for the Company), Executive shall not serve on the board of any other publicly traded company without first receiving the written consent of the Board. In the event that Executive ceases to serve on the board of directors of TCPI, the Board shall not unreasonably withhold its consent to Executive serving on another board of a public company that does not compete with the Parent BoardCompany. The foregoing notwithstanding, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) continue to serve on any the board of directors of Crane and Company, to engage in charitable, civic, communityeducational, charitable or corporate board professional, industry and community affairs, to serve on the extent boards of directors of non-profit organizations, and to manage Executive's passive personal investments, provided that such activities, individually or in the aggregate, activities do not materially interfere with the conduct performance of Executive’s duties's duties hereunder.
(c) Executive hereby represents to the Company that she has forwarded to the Company a copy of her prior agreement with ▇▇▇ ▇▇▇▇▇▇ Stores Corporation dated February 1, 1994 (the "▇▇▇ ▇▇▇▇▇▇ Agreement"). Executive shall report directly here represents to the President and Chief Executive OfficerCompany that, and shall promptly discloseother than the ▇▇▇ ▇▇▇▇▇▇ Agreement, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be she is not subject to any employment, confidentiality, trade secret or similar agreement which reasonably could interfere with the written rules, regulations and policies performance of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or her duties for the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Pacific Sunwear of California Inc)
Duties. 2.1 Executive shallthe Employee shall serve as Chief Technology Officer of the Company and, during subject to the Termgeneral operating policies, use his best efforts as amended from time to faithfully perform time, of the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”)) and the Company’s Certificate of Incorporation and By-Laws, Employee shall have responsibility for supervision and control over the operation design, design development, manufacturing process, production, scheduling, quality control and delivery of all pneumatic tires and ancillary products produced by the business of Parent Company and its subsidiaries subsidiaries. Employee shall have such other duties as requested customarily performed by the President Chief Technology Officer and also have such other powers and duties as may be, from time to time, prescribed by the Board, provided that the nature of Employee’s powers and duties so prescribed shall not be inconsistent with Employee’s position and duties hereunder. Employee shall report directly and exclusively to the Company’s Chief Executive Officer, A▇▇▇▇▇ ▇▇▇▇▇▇▇. During the Term, Employee shall also be nominated to serve as Chairman of the Company’s Board. The Employee shall devote his best efforts to the business and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors affairs of the Company (the “Company Board” and, together with during the Parent BoardTerm (as defined in Section 2.1 of this Agreement) as well as the period provided in Article III, shall observe at all times the “Boards”)covenants regarding non-competition as found in the Non-Compete Agreement, attached hereto as applicableExhibit A, and confidentiality provided in Article III hereof. Executive shallThe Company and Employee acknowledge and agree that, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive Employee shall be permitted to (i) invest his personal assets and serve on corporate, civic or charitable boards or committees, (ii) serve on any civic, community, charitable or corporate board manage passive personal investments and (iii) devote minimal time to the extent that pursuit of the development of other products at his own expense which don’t compete directly or indirectly with the Company’s products so long as any such activities, individually or in the aggregate, activities do not materially unduly interfere with the conduct performance of ExecutiveEmployee’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so responsibilities as to enable Sbarro to obtain the most effective use an employee of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 Executive shall, during 1. Employer employs the Term, use his best efforts Employee as General Legal Counsel to faithfully perform the duties specified herein and as may otherwise be required by the bylaws and other binding documents of a Vice-President ACCG. Employee shall have charge of Operations all matters of Sbarro pursuant legal importance to which he the Employer and shall assist in keep the day-to-day operations Executive Director, the Executive Committee, and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (Managers apprised of any legal issues. Additionally, Employee shall 1) advise the “Parent Board”)Executive Director, shall have responsibility for the operation Executive Committee, and the Board of Managers of the business character and progress of Parent all legal proceedings and claims by and against the Employer, or in which it is interested by reason of its subsidiaries as affiliation with other corporations, counties or entities; 2) when requested by the President Executive Director, the Executive Committee, and/or the Board of Managers, render hisher opinion upon subjects of interest to the Employer which may be referred to himher; 3) monitor activities of the Employer to assure that the Employer complies with the laws applicable to the Employer; and Chief Executive Officer, 4) in general perform all other duties normally incident to such office and shall perform such other duties, commensurate with his position, duties as shall may be specified and designated prescribed from time to time by the President and Chief Executive OfficerDirector, the Parent BoardExecutive Committee, or and/or the Board of Directors Managers.
2. General Counsel shall be ensured the opportunity to report candidly to the Board of Managers at least annually, and if warranted or needed, periodically, without undue fear of repercussions by the Executive Director.
3. It shall be the duty of the Company (Employee to employ on behalf of the “Company Board” andEmployer, together subject to final approval by the Executive Director, all other employees of the legal division of ACCG consistent with the Parent BoardEmployer’s policies and regulations, and state and federal law.
4. It shall also be the duty of the Employee to direct, assign, reassign, and evaluate as appropriate, and terminate, subject to final approval by the Executive Director, terminate employees of the legal division consistent with policies, ordinances, the “Boards”)Employer’s policies and regulations, as applicableand state and federal law.
5. Executive shall, during All duties assigned to the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further Employee by the business of Sbarro; provided that Executive Employer shall be permitted appropriate to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere consistent with the conduct of Executive’s duties. Executive shall report directly to the President professional role and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice responsibility of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementEmployee.
Appears in 1 contract
Sources: General Counsel Employment Agreement
Duties. 2.1 The Executive shallshall report to the respective Boards of Directors of Lakeland Bancorp and Lakeland Bank (each, a “Board” and collectively, the “Boards”) and have the title of President and Chief Executive Officer of Lakeland Bancorp and Lakeland Bank. The Executive shall be nominated for election (i) as a member of the Lakeland Bank Board at each annual meeting of the sole shareholder of Lakeland Bank occurring during the Term and (ii) as a member of the Lakeland Bancorp Board at each annual meeting of shareholders of Lakeland Bancorp at which the Executive’s term as a director of Lakeland Bancorp expires occurring during the Term. The Executive initially shall be appointed to the Lakeland Bank Board and the Lakeland Bancorp Board on April 2, use his best efforts 2008, and shall be nominated to faithfully perform the stand for election at Lakeland Bancorp’s 2008 annual meeting of shareholders for a term of two years. The Executive shall have such duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance as are consistent with the budgets Executive’s experience, expertise and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries position as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated assigned to the Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “respective Boards”), as applicable. Executive shall, during During the Term, except for vacation in accordance with the provisions of this Agreement and the Employer’s policies or due to illness or incapacity, the Executive shall devote his full all of the Executive’s business time, effortattention, skills skill and loyalty efforts exclusively to effectively perform his duties and further the business and affairs of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets the Employer and (ii) serve on any civicits affiliates. Notwithstanding the foregoing, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do following does not materially interfere with impair the conduct of Executive’s duties. ability to perform the Executive’s duties pursuant to this Agreement, nor violate the terms of the provisions set forth in Section 6 hereof, the Executive shall report directly to may (1) make personal investments in such form or manner as will neither require the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and in the operation or affairs of the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rulesin which such investments are made, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s(2) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending serve on the circumstances), providing factual information board of directors of one or more charitable organizations and material, and appearing or testifying as a witness. After (3) serve on the Term, Executive’s assistance shall be given telephonically, unless board of directors of other companies with the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice written consent of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementBoards.
Appears in 1 contract
Duties. 2.1 Executive (a) Employee shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-serve as and be designated President of Operations of Sbarro pursuant to Employer having duties, responsibilities, powers and authority which he shall assist in the day-to-day operations include operating control and business of Parent profit and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have loss statement responsibility for Employer, including its operating subsidiaries, preparing budgets, responsibility for organic sales growth, recommendations related to capital expenditures and new business opportunities, employee selection, retention, dismissal and promotion and customer relationship management, and related matters which are consistent with a position of like designation, but subject to the operation direction of the business of Parent and its subsidiaries as requested by the President and Chief Executive OfficerOfficer of Allied Holdings, and Inc. The Employee shall perform such other dutiesexecutive, commensurate with his position, managerial and administrative duties as shall be specified and designated from time to time by the President and Chief Executive OfficerOfficer of Allied Holdings, the Parent BoardInc. may, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, reasonably request. Employee shall not be required to permanently relocate outside the Detroit, MI area.
(b) During the Term, Employee shall devote substantially all of Employee's business time, energy and skill to performing the duties of Employee's employment (vacations as applicable to senior executives provided hereunder and reasonable absences because of Parent or the Companyillness excepted), shall faithfully and industriously perform such duties, and shall adhere use Employee's best efforts to follow and implement all management policies and decisions of Employer. Employee shall not become personally involved in all material respects to such applicable rulesthe management or operations of any other company, regulations and policiespartnership, proprietorship or other entity, other than any Affiliate, without the prior written consent of Employer; provided, however, that such rules, regulations and policies are so long as it does not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties interfere with Employee's employment hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives Employee may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) serve as a director, officer or partner in a company that does not compete with the significance Business of Employer and the matters at issue Affiliates so long as the aggregate amount of time spent by Employee in the claimall such capacities shall not exceed twenty (20) hours per month, litigation, arbitration, proceeding, investigation or action and (ii) after the Termserve as an officer or director of, Executive’s other personal or otherwise participate in, educational, welfare, social, religious, civic, trade and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementindustry-related organizations.
Appears in 1 contract
Duties. 2.1 (a) Executive shallshall perform services in a managerial capacity in a manner consistent with Executive’s position as Chief Financial Officer, during subject to the Term, use his best efforts to faithfully perform general supervision of the Executive Committee.
(b) Executive shall have the duties and responsibilities consistent with Executive’s position as a Chief Financial Officer of a Vice-President of Operations of Sbarro pursuant public company (provided that Executive shall not have grounds for Good Reason solely because Tiptree ceases to which he shall assist in be a public company) as may be reasonably assigned or delegated to Executive by (i) the day-to-day operations and business of Parent and its subsidiaries Executive Committee or (including the Company’s quick service, franchising, quick casual and strip center operationsii) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors and for which the Company has given Executive sufficient authority, time and resources to accomplish.
(c) Executive shall (i) devote substantially all of Executive’s business time, attention, skill, and energy to the business of the Company and to the performance of Executive’s duties hereunder; (the “Company Board” andii) use Executive’s reasonable best efforts, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effortjudgment, skills and loyalty knowledge to effectively perform his promote the success of the Company’s business; (iii) be employed full-time with Employer exclusively; (iv) cooperate with the reasonable and lawful directives of the Board of Directors and the Executive Committee in the advancement of the best interests of the Company; (v) comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to Executive’s position(s), including but not limited to Tiptree’s Code of Business Conduct and Ethics, Code of Ethical Conduct and Securities Trading Policy (and any similar policy maintained by the Company), each as in effect from time to time; and (vi) not engage in any other activity that conflicts with Executive’s duties and further hereunder.
(d) Notwithstanding Section 3.3(c) or anything herein to the business of Sbarro; provided that contrary, Executive shall be permitted to may (i) invest his personal assets and serve on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors, other for profit companies; (ii) serve on any participate in charitable, civic, communityeducational, charitable professional, community or corporate board to the extent that industry affairs; and (iii) manage Executive’s passive personal investments so long as such activities, activities individually or in the aggregate, aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Without limiting the conduct foregoing, Executive understands and agrees that at any time during Executive’s employment hereunder, Employer may, in its reasonable discretion, require that Executive cease engaging in any activity if Employer deems that Executive’s participation in such activity interferes in any way with Executive’s ability to perform Executive’s duties for the Company.
(e) Executive represents and warrants that the execution and delivery by Executive of this Agreement do not, and the performance by Executive of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro obligations hereunder will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration not: (i) the significance violate any judgment, writ, injunction, or order of the matters at issue in the claimany court, litigationarbitrator, arbitration, proceeding, investigation or action and governmental agency applicable to Executive; or (ii) after conflict with, result in the Termbreach of any provisions of or the termination of, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documentsconstitute a default under, any applicable insurance policy, and/or in accordance with this Agreementagreement to which Executive is a party or by which Executive is or may be bound.
Appears in 1 contract
Duties. 2.1 The Executive shallshall be employed as Executive Vice President - Chief Credit Officer of the Bank, during subject to the Term, use his best efforts to faithfully perform direction of the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”or its designee(s), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief . The Executive Officer, and shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere connection with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain Business of the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesBank; provided, however, that in making its assignments, the Board of Directors shall assign only such rulesauthority, regulations duties and responsibilities assigned to the Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement.
2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall:
(a) devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and
(c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive.
2.3 The Executive shall devote the Executive’s entire business time, attention and energies to the business of the Bank and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:
(a) managing the Executive’s personal assets and investing the Executive’s personal assets in businesses, which (subject to clause (b) below) are not illegal in competition with the Business of the Bank and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive’s participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Bank;
(c) serving on the board of directors of other organizations (including those organizations with which the Executive has been made aware thereof by delivery to him serves as of a written document(sthe Effective Date) containing so long as such rules, regulations and policies. In performing service does not materially interfere with the performance of the Executive’s duties hereunderunder this Agreement and are not in competition with the Business of the Bank or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and joining such entity as a member of its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration board of applicable statute of limitations, Executive agrees to fully cooperate in good faith and directors prior to the best Executive joining such board of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementdirectors.
Appears in 1 contract
Duties. 2.1 The Executive shallshall be employed as an Executive Vice President - Lending of the Bank, during subject to the Term, use his best efforts to faithfully perform direction of the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”or its designee(s), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief . The Executive Officer, and shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere connection with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain Business of the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesBank; provided, however, that in making its assignments, the Board of Directors shall assign only such rulesauthority, regulations duties and responsibilities assigned to the Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement.
2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall:
(a) devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and
(c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive.
2.3 The Executive shall devote the Executive’s entire business time, attention and energies to the business of the Bank and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:
(a) managing the Executive’s personal assets and investing the Executive’s personal assets in businesses, which (subject to clause (b) below) are not illegal in competition with the Business of the Bank and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive’s participation is solely that of an investor; {Clients/1622/00346556.DOCX/ } 5
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Bank;
(c) serving on the board of directors of other organizations (including those organizations with which the Executive has been made aware thereof by delivery to him serves as of a written document(sthe Effective Date) containing so long as such rules, regulations and policies. In performing service does not materially interfere with the performance of the Executive’s duties hereunderunder this Agreement and are not in competition with the Business of the Bank or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and joining such entity as a member of its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration board of applicable statute of limitations, Executive agrees to fully cooperate in good faith and directors prior to the best Executive joining such board of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementdirectors.
Appears in 1 contract
Duties. 2.1 (a) During the term of the Executive's employment hereunder the Executive shall, during shall serve and the Term, use his best efforts Company shall employ the Executive as Vice Chairman of the Board and Chief Operating Officer to faithfully perform (i) such executive or administrative services for the duties Company consistent with those of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation Vice Chairman of the business of Parent and its subsidiaries Board as requested may be assigned to the Executive by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or Chairman of the Board of Directors and the directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civicsuch services consistent with those of a Chief Operating Officer for companies engaged in similar activities in the real estate business, community, charitable or corporate board as may reasonably be assigned to the extent that Executive by the Chairman of the Board, President or Chief Executive Officer of the Company. The Executive hereby accepts such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. employment and agrees to perform such services.
(b) The Executive shall report directly devote such time, attention and energies during business hours to the President and Chief Executive Officerperformance of his duties hereunder as is necessary to properly carry out the responsibilities of his office, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are the amount of time devoted to his duties shall not illegal and that Executive has been made aware thereof by delivery to him of a written document(sexceed 140 days per annum.
(c) containing such rules, regulations and policies. In performing Executive’s duties hereunder, The Executive shall complycooperate with the Company, including taking such medical examinations as the Company reasonably shall deem necessary, if the Company shall desire to obtain medical, disability or life insurance with respect to the Executive. Where reasonably possible, the Company shall cooperate with the Executive's request to have such examinations performed by the Executive's personal physician or another physician reasonably acceptable to the Executive.
(d) The Executive shall work out of the Company's business offices located in Hanover, New Hampshire but shall undertake such reasonable business travel as may be necessary to perform his duties under this Agreement, including without limitation, traveling to the Company's New York offices (for which the Executive shall be reimbursed pursuant to Section 4 below for costs and expenses incurred in connection therewith); provided, that the Executive's business travel shall not, in all material respectsthe aggregate, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesexceed10 days in any given month.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Wellsford Real Properties Inc)
Duties. 2.1 Executive shallThe Company hereby agrees to employ the Employee, during and the Term, use his best efforts Employee hereby agrees to faithfully perform serve as the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the Vice President and Chief Executive Officer, and shall perform to carry out such other duties, commensurate duties consistent with his such position, as shall he may be specified and designated assigned from time to time by the President of the Company (so long as one of Drs. Poul▇▇, ▇▇ma▇▇▇ ▇▇ Kowa▇▇▇▇▇ ▇▇ President) or its Board of Directors (so long as such duties are not significantly inconsistent with the duties of such Employee as an employee of the Seller as in effect immediately prior to the execution, delivery and Chief Executive Officerconsummation of the Purchase Agreement) including, without limitation, supervising the Parent Boardday to day operations of the Company, or advising the Board of Directors in assessing the technical merits and capabilities of future equipment purchases by the Company, and supervising and assisting in making Company senior management decisions, subject to the approval of the Board of Directors. The Employee shall report to the Board of Directors of the Company. The Employee's employment shall continue for the Term (as that term is defined in Section 2). The Company (expressly acknowledges and agrees that in no event shall the “Company Board” and, together with the Parent Board, the “Boards”), as applicableEmployee be required to perform pathological procedures relating to abortion or fetal tissue research. Executive shall, during 2 During the Term, the Employee shall devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board himself to the extent that such activitiesaffairs of the Company on a full-time basis and shall not engage in any other business, individually either on a full-time or part-time basis, as an employee, consultant or in any other capacity, whether or not he receives any compensation therefore without the aggregate, do not materially interfere with prior consent of the conduct Board of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use Directors of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that nothing herein shall be construed as preventing the Employee from (a) making and managing personal investments, so long as such rulesactivities do not significantly interfere with his duties to the Company; (b) engaging in community and/or charitable activities, regulations so long as such activities do not interfere with his duties to the Company; and policies are not illegal and that Executive has been made aware thereof by delivery (c) Preventing such Employee from rendering services to him of a written document(s) containing such rulesDema▇▇▇ & ▇oul▇▇, regulations and policies. In performing Executive’s duties hereunder▇.A. (the "Professional Association"), Executive shall comply, so long as the Professional Association complies in all material respectsrespects with the terms of a certain Pathology Services Agreement with the Company dated as of January 1, with applicable laws1994. The Employee shall not be required, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pendinghis performance of services hereunder, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate relocate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice outside of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith)Fort Lauderdale, Sbarro will try to limit Executive’s participation to regular business hours. In any eventFlorida area; it being acknowledged, in making any request for such cooperationhowever, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him that reasonable travel may be required in connection with rendering assistance hereunder upon the submission Employee's performance of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementservices hereunder.
Appears in 1 contract
Sources: Employment Agreement (Ameripath Inc)
Duties. 2.1 Without prejudice to the duties imposed by law, the Executive shall, during to the Termbest of his/her ability, use his best efforts to faithfully perform promote, develop and further the duties interests of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations Company, comply with all applicable legal requirements and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual applicable policies and strip center operations) in accordance with the budgets and business plans procedures that have been approved furnished to him/her, and, subject to the terms of this Agreement, shall devote his/her full working time to the business and the affairs of the Company. This Agreement shall not be construed as preventing the Executive from engaging in charitable and community affairs, participating in industry trade association activities, or giving attention to his/her or his/her family’s passive investments, provided that such activities do not unreasonably interfere with the Executive’s duties and responsibilities to the Company. Passive investments shall mean publicly traded stocks, bonds, retirement funds or other similar investments, including investments in privately held companies so long as any such investment does not require any material amount of time or attention of the Executive during the work day. Allarity CFO Employment Agreement_Joan Y. Brown_January 2023 3
2.2 The Executive shall report to the Chief Executive Officer (CEO) of the Company and the Executive shall perform such duties and exercise his/her powers, authorities and decisions, consistent with his/her position as the Executive as well as any such other duties and responsibilities as determined by Parentthe CEO or the Company’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, within/under the conditions and restrictions, delegated to the CFO by the CEO or the Board. The Executive shall also interface, as applicable required or requested, with the Audit Committee of the Board.
2.3 Subject to senior executives the directives of Parent the CEO and the terms of this Agreement, the Executive shall do all acts and things in the ordinary course of business of the Company consistent with his/her position as Executive, which may be necessary or conducive to the interest of the Company and in particular, but without prejudice to the generality of the foregoing, the Executive shall be responsible for the day-to-day advancement of the Company’s business goals and activities within his/her area of responsibility, and shall participate as part of executive management of the Company.
2.4 The day-to-day responsibilities of the Executive do not include decisions/acts, which, compared to the business of the Company or the specific situation of the Company, are considered outside of the ordinary conduct of business and reasonably would be expected to have material impact on the business of the Company. Such decisions/acts must always be submitted to the Board for prior approval, unless such approval cannot be awaited without the business of the Company being subject or exposed to a material adverse impact therefrom. In the event that prior approval has not been obtained, the Board must be informed in writing of any decisions/acts made as soon as practicable.
2.5 The Executive shall adhere in all be responsible, as soon as practicable after he/she becomes aware thereof, for adequately informing the Board or the Audit Commitee of any facts that reasonably would be expected to have a material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal impact on the Company’s business activities and that Executive has have not previously been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and disclosed to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementBoard .
Appears in 1 contract
Duties. 2.1 Executive shall5.1 You shall report to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, during CEO. You shall carry out such duties and functions, exercise such powers and comply with such instructions in connection with the Term, use his best efforts business of the Company and any lululemon Group Company as the Board reasonably determines from time to faithfully time. You accept that the Company may at its discretion require you to perform different or additional tasks not specifically within the scope of your duties for the Company or any lululemon Group Company and you agree to perform those duties or undertake those tasks as if they were specifically provided for under this agreement.
5.2 The Company reserves the right to require you to carry out the duties of a Vice-President equivalent status either in addition to or instead of Operations your duties detailed under clause 5.1 and to make reasonable adjustments to your reporting lines. At any time, the Company may appoint any person or persons to act jointly with you to discharge your duties and functions under this agreement.
5.3 Subject to the terms of Sbarro pursuant this agreement, you must:
(a) devote the whole of your working time, attention and skill to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation affairs of the business of Parent Company and its subsidiaries as requested by the President any lululemon Group Company and Chief Executive Officer, use your best endeavours to promote their interests;
(b) faithfully and shall diligently exercise such powers and perform such other duties, commensurate with his position, duties as shall be specified and designated may from time to time be assigned to you by the President Board;
(c) obey all lawful and Chief Executive Officerreasonable directions of the Board;
(d) comply with all the Company's and lululemon athletica UK Ltd.’s rules, the Parent Boardregulations, or policies and procedures from time to time in force including, but not limited to, their data protection policies, email and internet policies, diversity, equity and inclusion policies, and anti-bribery and fraud prevention policies;
(e) promptly give to the Board of Directors (in writing if requested) all information, explanations and assistance that the Board may require in connection with the business or affairs of the Company and any lululemon Group Company or your employment;
(f) act as a director of lululemon athletica UK Ltd.and carry out duties on behalf of any other lululemon Group Company including, if required by the “Board, acting as an officer of any such lululemon Group Company;
(g) comply with your statutory duties as a director under the Companies Act 2006 (including the duty under section 172 to promote the success of lululemon athletica UK Ltd. for the benefit of its members as a whole) and any other fiduciary or common law duties owed to lululemon athletica UK Ltd., the Company Board” and, together and/or any lululemon Group Company of which you are a director;
(h) comply with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills articles of association of lululemon athletica UK Ltd. and loyalty to effectively perform his duties and further the business any lululemon Group Company of Sbarro; provided that Executive shall be permitted to which you are a director;
(i) invest his personal assets do such things as are reasonable and (ii) serve on any civic, community, charitable or corporate board necessary to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent ensure you and the Company involving and any lululemon Group Company comply with the general conduct Companies Act 2006;
(j) not engage in the facilitation of business tax evasion and report immediately to the Board if you have any concerns or suspicions of Sbarro tax evasion;
(k) not engage in force or facilitate any form of fraud and report immediately to the Board if you have any concerns or suspicions of fraud;
(l) not without the prior written consent of the Board:
(i) incur any capital expenditure in excess of such sums as may be authorised from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.and
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission enter into or terminate on behalf of the appropriate documentation Company or any lululemon Group Company any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of your normal duties or of an unusual, onerous or long-term nature; and
(m) report immediately to Sbarro. Executive’s entitlement to reimbursement the Board your own wrongdoing and any actual or suspected wrongdoing on the part of such expenses other staff of the Company or any lululemon Group Company of which you become aware, including in particular (without limitation) conduct which, were it by you, would fall within the above provisions of this clause 5.3.
5.4 You acknowledge and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses agree that you are at all times during your employment (including during any period of suspension or while on garden leave in accordance with Sbarro’s limited liability company clause 26.1) subject to duties of goodwill, trust, confidence, exclusive service, faith and fidelity to the Company. These duties include, without limitation, the obligation throughout the duration of this agreement:
(a) not to compete with the Company or corporate documentsany lululemon Group Company;
(b) not to make preparations (during such hours as you should be providing services under this agreement) to compete with the Company or any lululemon Group Company after this agreement has terminated;
(c) not to solicit in competition with the Company or any lululemon Group Company any customer or customers of the Company or any lululemon Group Company;
(d) not to entertain invitations to provide services either in a personal capacity or on behalf of any third party from actual or prospective customers of the Company or any lululemon Group Company where such invitations relate to services which could be provided by the Company or any lululemon Group Company;
(e) not to offer employment elsewhere to employees of the Company or any lululemon Group Company;
(f) not to copy or memorise Confidential Information or trade secrets of the Company or any lululemon Group Company with a view to using or disclosing such information for a purpose other than for the benefit of the Company or any lululemon Group Company; and
(g) not to encourage, procure or assist any applicable insurance policythird party to do anything which, and/or in accordance with if done by you, would be a breach of the above provisions of this Agreementclause 5.4.
Appears in 1 contract
Duties. 2.1 3.1 The Executive shall, shall during the Term, use his best efforts to faithfully employment under this Agreement:
3.1.1 perform the duties of a Vice-and exercise the powers which the President of International Operations may from time to time properly assign to him in his capacity as U.K. Managing Director of Sbarro pursuant to which he shall assist Claims Management Services & Risk Management Services or in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance connection with the budgets conduct and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation management of the business of the Company or the business of any Group Company (including serving on the board of such Group Company or on any other executive body or any committee of such a company); and
3.1.2 do all in his power to promote, develop and protect the business of the Company and any Group Company and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the President of International Operations.
3.2 The Executive shall give to the President Of International Operations, the Board and Parent such information regarding the affairs of the Company as it shall require, and its subsidiaries as requested in any event, report regularly and keep the President of International Operations, the Board and Parent informed.
3.3 The Executive shall carry out his duties and exercise his powers jointly with any other executive(s) appointed by the President of International Operations, the Board and/or Parent to act jointly with him and Chief the President of International Operations, the Board and/or Parent may at any time require the Executive Officerto cease performing or exercising the said or any duties or powers.
3.4 The Executive shall work in any place within the United Kingdom which the President of International Operations, the Board and/or Parent may require and shall perform such other duties, commensurate with his position, as shall he may be specified and designated from time required to time travel abroad when required by the President and Chief Company/Group for the proper performance of his duties.
3.5 If the Company requires the Executive Officerto work permanently at a place which necessitates a move from his present home address, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse the Executive for all eligible removal expenses as set out in Part IV of Schedule 11A to the Income and Corporation Taxes Act 1988 directly and reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission as a result of the appropriate documentation Company’s requirement up to Sbarro. Executivethe maximum permitted and in line with the rules outlined within the Company’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementrelocation policy at the time.
Appears in 1 contract
Sources: Service Agreement (Crawford & Co)
Duties. 2.1 Executive shallwill hold the office of Executive Vice President, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Financial Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his will have such duties and further the business of Sbarro; provided that Executive shall responsibilities as may be permitted to (i) invest his personal assets and (ii) serve on any civicassigned, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable by and subject to senior executives of Parent or the Companydirection and supervision of, and shall adhere report to, the Company’s Chief Executive Officer, including, in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s capacity as Executive Vice President, Chief Financial Officer, such duties hereunderand responsibilities to the subsidiaries of the Company as may be assigned, from time to time, by and subject to the direction and supervision of the Company’s Chief Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 Officer. During the Term, and excluding any periods of vacation or personal leave to which Executive is entitled, (i) Executive will render Executive’s services on an exclusive basis to the Company, (ii) Executive will apply on a full-time thereafter until basis all of Executive’s skill and experience to the expiration performance of applicable statute Executive’s duties, and (iii) Executive may have no other employment and, without the prior written consent of limitationsthe Company, no outside business activities (provided that the management of Executive’s personal or family assets and affairs and Executive’s time spent on charitable activities will not be deemed outside activities so long as such activities do not significantly interfere with Executive’s performance of duties under this Agreement). Executive agrees will perform Executive’s duties under this Agreement with fidelity and loyalty to fully cooperate in good faith and the Company, to the best of Executive’s ability ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Sbarro Executive’s duties and responsibilities and in connection accord with best practices within the Company’s industry. So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all pendingpolicies, potential or future claimsrules and regulations of the Company as well as all directives and instructions from the Company’s board of directors of the parent of the Company, litigationsRMG Networks Holding Corporation, arbitrations, proceedings, investigations or actions involving or relating a Delaware corporation (the “Board”). The Company shall have the right to Sbarro or their purchase in Executive’s name a “key person” life insurance policy naming the Company and any of its subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on as the circumstances), providing factual information and materialsole beneficiary thereunder, and appearing Executive agrees to cooperate with the Company’s procurement of such policy, provided that any information provided to an insurance company or testifying as a witness. After the Term, Executive’s assistance broker shall not be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To Company without the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit prior written authorization of Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (RMG Networks Holding Corp)
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations Chief Marketing Officer of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation marketing and product development of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, Officer and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Sbarro Inc)
Duties. 2.1 (a) The Company does hereby hire, engage, and employ Executive shallas the President and Chief Executive Officer of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, directives of the Boards of Directors of the Company (the "Boards"), and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the TermPeriod of Employment. Executive shall have duties and authority consistent with Executive's position as President and Chief Executive Officer. Subject to policy direction from the Boards, use Executive shall have full authority over all operational, financial, administrative, and planning matters for the Company. Executive shall serve as a member of the Boards and as a member of all committees of the Boards, except the Audit Committee and the Compensation Committee, (if any). Executive shall participate in all meetings of the Boards and other committees, and as an ex officio member of the Audit Committee and the Compensation Committee, (if any).
(b) Throughout the Period of Employment, Executive shall devote his best efforts time, energy, and skill to faithfully perform the performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be permitted to (i) engage in charitable and community affairs, (ii) act as a director of a Vice-President any corporations or organizations outside the Company, not to exceed five (5) in number, and receive compensation therefor, and (iii) to make investments of Operations of Sbarro pursuant any character in any business or businesses and to which he shall assist manage such investments (but not be involved in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick serviceany such business); provided, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officereach case, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, that such activities do not materially interfere with the conduct performance of Executive’s duties. 's duties hereunder.
(c) During the Period of Employment, Executive shall report directly be allowed to retain and maintain top level administrative support for his activities and shall be provided by the Company with all equipment appropriate to outfit office, home, and automobile as are reasonably necessary or appropriate for the performance of Executive's duties hereunder and consistent with his position as the President and Chief Executive OfficerOfficer of the Company, including, as applicable, fax machine, computer, printer, scanner, cellular telephones, laptop computer, and shall promptly disclosesimilar equipment, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject entitled to reimbursement for all reasonable expenses incurred in connection therewith.
(d) Executive hereby represents to the written rules, regulations Company that the execution and policies delivery of Parent this Agreement by Executive and the Company involving and the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that performance by Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending's duties hereunder shall not constitute a breach of, potential or future claimsotherwise contravene, litigations, arbitrations, proceedings, investigations the terms of any employment or actions involving other agreement or relating policy to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at is a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing party or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementotherwise bound.
Appears in 1 contract
Duties. 2.1 Employee shall be employed by the Company as its Executive shall, during Chairman and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by the Term, use his best efforts to faithfully Company and shall also perform and discharge such other employment duties and responsibilities as the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors shall from time to time reasonably determine, not inconsistent with Employee’s position as Executive Chairman. As Executive Chairman, Employee’s duties shall include, but not be limited to the following: (1) chairing Board and other general meetings, (2) in consultation with the “Parent Board”)Lead Director set the Board agenda, shall have responsibility (3) ensure that all directors receive accurate and timely information, (4) serve as the primary spokesperson for the operation of Company, (5) lead the business of Parent Company in its relationships with shareholders, financial institutions and its subsidiaries as requested by analysts, (6) mentor and support the President and Chief Executive Officer, and (7) collaborate with the Board to define and articulate the Company’s vision and to develop strategies to achieve that vision. Employee shall also comply with any By-Laws of the Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, with such travel to such other duties, commensurate with his position, as shall be specified and designated locations from time to time by the President and Chief Executive Officer, the Parent Board, or as the Board of Directors of the Company (may reasonably request. Except as may otherwise be approved in advance by the “Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic, and community activities. Employee shall render Employee’s business services exclusively to the Company Board” andand its subsidiaries and affiliate entities during the Employment Term and shall use his good faith efforts, together judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the Parent Boardduties of Employee’s position. Employee shall diligently, the “Boards”)prudently, as applicable. Executive shallprofessionally, during the Term, devote his full business time, effort, skills and loyalty to effectively responsibly perform his duties and further shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the business exclusive interest of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Executive Officer Employment Agreement (Amerisafe Inc)
Duties. 2.1 Executive shallEmployee is currently serving as both CFO and CEO. As of the Effective Date, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he Employee shall assist no longer serve in the day-to-day operations position of CFO and business will continue to be employed by the Bank and serve as CEO. The duties and services required to be performed by Employee as CFO are those that are consistent with such duties as are usual and customary for the position of Parent Chief Financial Officer. The duties and its subsidiaries (including the Company’s quick service, franchising, quick casual services required to be performed by Employee as CEO include overall charge and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation business and affairs of the business Bank and shall be consistent with such duties as are usual and customary for the position of Parent and its subsidiaries as requested by the President and Chief Executive Officer. As CEO, Employee reports directly to the Board and performs such duties as Employee shall reasonably be directed to perform by the Board. Employee shall devote his best efforts to the performance of the duties of his position(s) with the Bank and shall devote substantially all his business time and attention to the performance of his duties under this Agreement, and shall perform not engage in any other employment, profitable activities, or other pursuits which would cause Employee to disclose or utilize the Bank’s Confidential Information, reflect adversely on the Bank, or violate the Bank’s Code of Conduct, Conflict of Interest policy or Code of Conduct for Senior Officers. Employee may: (a) serve on civic or charitable boards or committees; (b) serve on no more than two (2) for-profit company boards or committees; and (c) deliver lectures and fulfill speaking engagements, so long as such activities do not, in the view of the Board, interfere, in any substantive respect, with Employee’s responsibilities hereunder or conflict in any material way with the business of the Bank or the Bank’s codes of conduct or conflict of interest policies. Other than required in-person meetings or other duties, commensurate with his position, as shall be specified and designated from time to time by functions requiring the President and Chief Executive Officerphysical presence of Employee at the Bank’s office(s), the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills Bank acknowledges and loyalty agrees that Employee will continue to effectively perform his duties remotely and further that Employee will not be required to relocate. In accordance with the business Bank’s hybrid work policy, the Bank expects that meetings and functions will require Employee to be at the Bank’s office(s) an average of Sbarro; provided that Executive shall one week per month. Travel expenses for required in-person meetings will continue to be permitted to (i) invest his personal assets and (ii) serve on any civicreimbursed by the Bank, community, charitable or corporate board pursuant to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of ExecutiveBank’s duties. Executive shall report directly to the President Reimbursement and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionTravel Expense Policy.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.”
Appears in 1 contract
Sources: Employment Agreement (Federal Home Loan Bank of San Francisco)
Duties. 2.1 The Employee is employed as the Vice Chairman, Chief Operating Officer and Chief Financial Officer of the Bank, subject to the direction of the Chief Executive shall, during Officer and the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and Bank or its subsidiaries as requested by the President and Chief Executive Officer, and designee(s). The Employee shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Employee from time to time by the President and Chief Executive OfficerBoard of Directors of the Bank in connection with the conduct of the Business of the Bank; provided, the Parent Boardhowever, or that, in making its assignments, the Board of Directors of the Company (the “Company Board” andBank shall assign only such authority, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board responsibilities assigned to the extent that such activitiesEmployee from time to time as are, individually or in the aggregate, do consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto.
2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof and as set forth on Exhibit A attached hereto, the Employee shall:
(a) devote substantially all of the Employee’s time, energy and skill during regular business hours to the performance of the duties of the Employee’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer and the Board of Directors of the Bank, which are consistent with this Agreement; and
(c) timely prepare and forward to the Board of Directors of the Bank, all reports and accounting as may be requested of the Employee.
2.3 The Employee shall devote the Employee’s entire business time, attention and energies to the Business of the Bank and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from:
(a) managing the Employee’s personal assets and investing the Employee’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Bank and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee’s participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Bank;
(c) serving on the board of directors of other organizations so long as such service does not materially interfere with the conduct performance of Executivethe Employee’s duties. Executive shall report directly duties under this Agreement and are not in competition with the Business of the Bank; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors of the Bank approves of such activities prior to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of ExecutiveEmployee’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject engaging in them. Notwithstanding anything to the written rulescontrary in this Section 2.3, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives Employee may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying serve as a witnessprincipal of Bankers’ Capital Group, LLC. After For the Termavoidance of doubt, Executive’s assistance shall be given telephonicallyBankers’ Capital Group, unless LLC also serves as a general partner of Sagus Partners, LLC and intends to do so following the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice date of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 Executive shallSection 2.1. Duties During the Employment Period, during the TermEmployee will be the ranking scientific officer of the company, use his best efforts with responsibility for the marketing,/sales segment of our business. The Employee will lead the business development staff, be the ultimate contact with clients and scientific advisors, and own responsibility for the business development/scientific viability of the company. The Employee will be called upon to faithfully perform certain services for the duties Company including, without limitation, the following:
a) Assess and document business needs (develop and solicit business plans and budgets, working with various department heads).
b) Motivate, lead and teach qualified staff to meet or exceed expectations.
c) Develop and manage resources (staff, facilities, and equipment) to deliver new business and maintain current clients.
d) Work jointly with the CEO and COO of a Vice-President contract research to insure scientific regulatory compliance and with the CFO to ensure SEC compliance. You would be expected to provide accurate financial information and meet all financial disclosure requirements..
e) Manage relationships with outside scientific leaders.
f) Enhance the professional image of Operations of Sbarro pursuant BASi in public forums.
g) Engage in benchmarking against competitors, presenting alternate strategies and generally become knowledgeable about the drug development and medical device industries.
Section 2.2. The Employee shall serve the Company by performing such other services as the Company may reasonably require to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including conduct the Company’s quick servicebusiness. The Company shall also have the absolute right and power to direct and control the Employee in carrying out duties assigned by the Company, franchisingincluding, quick casual but not limited to, the right (1) to review, modify and strip center operationscancel all work performed, and (2) in accordance with to assign specific duties to be performed, including the budgets general means and business plans that have been approved manner by Parent’s Board which such duties shall be performed. Notwithstanding any other provisions of Directors (this Agreement, the “Parent Board”)Company shall not impose employment duties or constraints of any kind upon the Employee which would require the Employee to violate any ordinance, regulation, statute or other law. The Employee shall have responsibility for devote his full working time, attention and energy to the operation performances of the business duties imposed hereunder. The Employee shall conform to such hours of Parent and its subsidiaries work as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated may from time to time by the President reasonably be required of him and Chief Executive Officershall not be entitled to receive any additional remuneration for work outside his normal hours. The Employee will NOT be held financially, the Parent Boardlegally, or otherwise liable for any past practices or actions or decisions made by BASi, or its predecessors prior to the Board of Directors start of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business Employee’s beginning date of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionemployment.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 (a) The Company does hereby hire, engage, and employ Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations following capacities: (i) from November 1, 2004 through March 31, 2005, as Chief Operating Officer and business of Parent (ii) from and its subsidiaries (including the Company’s quick serviceafter April 1, franchising2005, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer. Executive does hereby accept and agree to such hiring, engagement, and employment. Executive shall perform serve the Company in such other dutiespositions in conformity with the provisions of this Agreement, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or directives of the Board of Directors of the Company (the “"BOARD"), and the corporate policies of the Company Board” andas they presently exist, together and as such policies may be amended, modified, changed, or adopted from time to time. Executive shall have duties and authority consistent with the Parent Board, the “Boards”)Executive's positions of Chief Operating Officer and Chief Executive Officer, as applicable. Executive shallwill be elected to the Board effective November 1, 2004, and, subject to the recommendations of the Company's nominating and governance committees and shareholder vote, shall continue to serve on the Board during the Termhis employment hereunder. Executive shall not receive additional compensation for such Board service.
(b) Throughout his employment, Executive shall devote his full business time, effortenergy, skills and loyalty skill to effectively perform the performance of his duties for the Company, vacations and further other leave authorized under this Agreement excepted. During his employment hereunder, Executive shall not serve on the business board of Sbarro; provided that any other publicly traded company without first receiving the written consent of the Board. The foregoing notwithstanding, Executive shall be permitted to (i) invest his personal assets engage in charitable and (ii) serve on any civic, community, charitable or corporate board to the extent community affairs provided that such activities, individually or in the aggregate, activities do not materially interfere with the conduct performance of Executive’s duties. 's duties hereunder.
(c) Executive shall report directly hereby represents to the President Company that the execution and Chief delivery of this Agreement by Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving and the general conduct performance by Executive of business Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of Sbarro in force any other employment or other agreement or policy to which Executive is a party or otherwise bound. This Agreement is further contingent upon Executive providing to the Company satisfactory evidence that he has been released from time to timethe restrictive covenant, as applicable it relates to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue contained in the claimMay 20, litigation, arbitration, proceeding, investigation or action 2004 Retirement Agreement between Executive and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.Abercrombie & Fitch Co.
Appears in 1 contract
Sources: Employment Agreement (Pacific Sunwear of California Inc)
Duties. 2.1 Executive shallDuring the Term (as defined below), during Employee shall be employed as Senior Vice President of Engineering of Employer. Employee shall report to the Term, use Chief Operating Officer of Employer. Employee agrees to diligently and honestly exercise his best efforts to faithfully perform business judgment in the discharge of the duties of a Vice-President of Operations of Sbarro pursuant as are customary to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries this position as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated those duties are determined from time to time by the President Chief Operating Officer and Chief Executive Officerto fully comply with all laws and regulations pertaining to the performance of this Agreement, the Parent Boardall ethical rules, or Employer’s Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers as well as any and all of policies, procedures and instructions of the Company (the “Company Board” andincluding, together with the Parent Boardbut not limited to, the “Boards”), as applicableprovisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Executive shall, during the Term, Employee agrees to devote his full business time, effort, skills work time and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board best efforts to the extent that such activities, individually or in performance of the aggregate, do not materially interfere with the conduct duties as an employee of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesEmployer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such rulesas serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as Senior Vice President of Employer. Employee will not, during the Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Employer. Employee shall also comply with all reasonable rules and regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him now in effect or as subsequently modified, governing the conduct of a written document(s) containing such rulesEmployer’s employees, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or including policies relating to Sbarro or their subsidiaries which directly or indirectly relate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to any transactioncomply with the Securities Exchange Act of 1933, event or activity about which Executive has knowledgeas amended. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1
Appears in 1 contract
Duties. 2.1 (a) In his capacity as Executive shall, Vice President of Company during the Employment Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform for Company the executive, administrative and technical duties customarily associated with such positions, as well as such other duties, commensurate with his position, duties reasonably consistent therewith as shall may be specified and designated reasonably assigned to Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him the duties assigned shall be of a written document(s) containing such rulescharacter and dignity appropriate to a senior executive of a corporation and consistent with Executive's experience, regulations education and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesbackground.
2.3 During (b) Except as otherwise set forth in this paragraph, during the Term, and any time thereafter until Employment Term the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) Executive shall devote his full time and efforts during normal business days and hours to the significance performance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action this Agreement; and (ii) after Executive shall not engage in the real estate business or in any other business which conflicts with or competes in any material way with the business of Company. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the business of Scorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as modified by certain agreements dated as of August 1, 1996 between such parties (the "Option Agreement") and the Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary, so long as the devotion of such time and effort does not conflict or interfere with Executive's performance of his duties as Executive Vice President of the Company and in fact Executive does diligently perform his duties as Executive Vice President of the Company to the satisfaction of the Board of Directors of Company. During the Term of this Agreement, Employer will permit Executive, at no cost to Executive, to utilize his office space to carry on the business of Scorpio to the extent permitted by this paragraph (b), provided, however, that Executive and/or Scorpio will pay, or reimburse Employer for, the direct costs for duplicating, telecopying, telephone and other business expenses used by Scorpio in a manner reasonably satisfactory to Employer.
(c) During the Consulting Term, Executive’s other personal Executive will be engaged by the Company as a consultant to render to the Company such consulting services as may be reasonably assigned to him from time to time by the Board of Directors of the Company, or by the Executive Committee of the Company, provided that such services are of a type, dignity and business commitments. Sbarro will reimburse nature appropriate to the former Executive for all reasonably incurred expenses Vice President of the Company and costs actually incurred further provided that: (i) such consulting services shall be required to be rendered by him only in connection with rendering assistance hereunder upon White Plains, New York or such other location in the submission United States designated by Executive; (ii) Executive's inability to act as such consultant by reason of illness, disability or lack of capacity shall not be deemed a breach of this Agreement; and (iii) such services shall not be detrimental or injurious to Executive's health. It is further agreed that such services shall not require more than sixty (60) hours service during any month; that Executive's unavailability at any particular time shall not constitute a breach of this Agreement; such services may be rendered by telephone, mail or other means of communication; and that Executive's failure to render such services because of his absence from White Plains, New York or such other location in the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement United States designated by Executive shall not be deemed a breach of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Presidential Realty Corp/De/)
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries The Employee is employed as requested by the President and Chief Credit Officer of the Bank, subject to the direction of the Chief Executive Officer, Officer and the Board of Directors of the Bank or its designee(s). The Employee shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Employee from time to time by the President and Chief Executive OfficerBoard of Directors of the Bank in connection with the conduct of the Business of the Bank; provided, the Parent Boardhowever, or that, in making its assignments, the Board of Directors of the Company (the “Company Board” andBank shall assign only such authority, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board responsibilities assigned to the extent that such activitiesEmployee from time to time as are, individually or in the aggregate, do consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto.
2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof and as set forth on Exhibit A attached hereto, the Employee shall:
(a) devote substantially all of the Employee’s time, energy and skill during regular business hours to the performance of the duties of the Employee’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer and the Board of Directors of the Bank, which are consistent with this Agreement; and
(c) timely prepare and forward to the Board of Directors of the Bank, all reports and accounting as may be requested of the Employee.
2.3 The Employee shall devote the Employee’s entire business time, attention and energies to the Business of the Bank and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from:
(a) managing the Employee’s personal assets and investing the Employee’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Bank and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee’s participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Bank;
(c) serving on the board of directors of other organizations so long as such service does not materially interfere with the conduct performance of Executivethe Employee’s duties. Executive shall report directly duties under this Agreement and are not in competition with the Business of the Bank; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors of the Bank approves of such activities prior to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of ExecutiveEmployee’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject engaging in them. Notwithstanding anything to the written rulescontrary in this Section 2.3, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives Employee may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying serve as a witnessprincipal of Bankers’ Capital Group, LLC. After For the Termavoidance of doubt, Executive’s assistance shall be given telephonicallyBankers’ Capital Group, unless LLC also serves as a general partner of Sagus Partners, LLC and intends to do so following the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice date of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Duties. 2.1 4.1 The Executive shall, shall during the Term, use his best efforts to employment hereunder:
4.1.1 faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent diligently undertake and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, duties and exercise such powers authorities and discretions in relation to and commensurate with his position, position as shall be specified Chief Executive of the Company and designated its business as the Board may from time to time at its sole discretion assign or delegate to or vest in him on such terms and subject to such conditions and restrictions as the Board may from time to time at its sole discretion determine or impose; and
4.1.2 (unless prevented by ill health or accident and except during holidays permitted by this Agreement or with the consent of the Company) devote the whole of his working time, attention, abilities, expertise, skills and ingenuity to carrying out his duties hereunder during normal working hours and at such other times as may be required by the President and Chief Executive Officer, the Parent Board, or the Board of Directors needs of the Company (or the “Company Board” and, together with nature of the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. The Executive shall report directly not be entitled to receive any additional remuneration for work outside normal working hours; and
4.1.3 carry out his duties in a proper and efficient manner and use his best endeavours to maintain, protect, promote and extend the President business, interests, reputation and Chief Executive Officer, welfare of the Company and shall promptly disclose, at appropriate times, of any Associated Company; and
4.1.4 comply with all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written ruleslawful resolutions, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force directions from time to timetime given to him by the Company and with all rules and regulations from time to time laid down by the Company concerning its executives which are not inconsistent with this Agreement; and
4.1.5 report to the Board and at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business and affairs of the Company and provide such explanations as the Board may require in connection therewith; and
4.1.6 subject to clause 6, in pursuance of his duties hereunder (without further remuneration unless otherwise agreed in writing with the Board) perform such duties or services for any Associated Company and accept and hold such offices or appointments in any Associated Company for such period as applicable the Board may from time to senior executives time require provided that such duties or services, offices, or appointments are commensurate with his status as Chief Executive of Parent or the Company, and shall adhere in all material respects cases carry out such duties and the duties attendant on any such office or appointment as if they were duties to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that be performed by the Executive has been made aware thereof by delivery to him on behalf of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesthe Company.
2.3 During 4.2 In the Term, and any time thereafter until the expiration event of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance either party serving notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses termination in accordance with Sbarro’s limited liability company clause 2.1, or corporate documentsthe Executive being unable through illness or injury to carry out his duties hereunder for a consecutive period of 20 Business Days, the Board may from time to time and at any applicable insurance policy, and/or time appoint any other person or persons to act jointly or in accordance conjunction with this Agreementthe Executive in the performance of his duties and powers hereunder and assign to any such person or persons duties and powers identical or similar to those undertaken or performed by the Executive hereunder save that when the Executive returns to work after a period of incapacity such persons or person will stand down with immediate effect.
Appears in 1 contract
Sources: Employment Agreement (Investment Technology Group Inc)
Duties. 2.1 Employee shall serve as Chief Executive shall, during Officer of the Term, use his best efforts to faithfully perform the duties Company and hold such positions with any of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual 's future subsidiaries as Employee and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Company shall agree. Employee shall report directly to the Chairman of the Board of Directors (the “Parent "Chairman") of the Company, who shall initially be the Chief Executive Officer of FICO appointed as Chairman by the Company's Board of Directors (the "Board”"). Subject to the control of the Chairman or of another officer designated by the Chairman, shall have responsibility Employee will be responsible for cooperating with the Company and FICO in identifying areas of potential synergy between FICO's businesses and the Company's business and for developing and implementing plans and actions to realize the benefits of such synergies for the operation Company, including cross-selling opportunities, the development of integrated products and services and the consolidation of certain functional areas. Employee also agrees to participate, on such terms and to such extent as may be determined from time to time by FICO's senior management, in established senior management councils of FICO. Employee will also have such other powers and duties as may be prescribed by the Chairman, the Board, the Company's bylaws, or by an officer of FICO or its subsidiaries designated by the Board or the Chairman. Employee's duties may change from time to time on reasonable notice, based on the needs of the business of Parent Company and its subsidiaries his skills, as requested determined by the President Company. Employee is required to exercise his specialized expertise, independent judgment and Chief Executive Officerdiscretion to provide high-quality services, and to devote his full business time, energies, efforts and abilities exclusively to his employment, and shall perform such other duties, commensurate with use his position, as best efforts and abilities to promote the Company's interests. Employee shall be specified follow office policies and designated procedures adopted from time to time by the President and Chief Executive OfficerCompany, the Parent Board, or the Board of Directors of which the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business may change at any time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so follow such directions as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall may be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force given from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof time by delivery to him of a written document(s) containing such rules, regulations and policieshis superiors. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and Employee may not engage, directly or indirectly, in any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and business activity that competes with or is adverse to the best of Executive’s ability with Sbarro in connection with all pendingCompany's business, potential whether alone or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Termpartner, Executive’s assistance shall be given telephonicallyofficer, unless the same is not reasonably practicabledirector, employee, consultant or investor in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementactivity.
Appears in 1 contract
Duties. 2.1 Executive shall, during The Employee shall have general responsibility for overseeing and managing the Term, use his best efforts to faithfully global legal affairs of the Systemax Companies and the Company’s Office of the General Counsel (“Legal Department”). You will perform the duties of duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a Vice-President of Operations of Sbarro pursuant similar executive capacity and/or, to which he shall assist the extent consistent with your position (subject to Section 3(c) or 3(d) in the day-to-day operations case of your voluntary resignation without Good Reason (as defined below)), as directed by the Chief Financial Officer of the Company (the “Reporting Person”). In this regard, you will directly manage and business supervise (i) the Legal Department’s staff, (ii) the Company’s outside counsel, including foreign counsel, (iii) together with outside counsel, the Company’s litigations, regulatory proceedings and other actions, (iv) the Company’s contracting processes and activities, including contracts record management, (v) together with the Reporting Person and the appropriate Committees of Parent the Company’s Board of Directors, the Company’s corporate governance, legal compliance and its subsidiaries (disclosure programs and policies, including under applicable securities and stock exchange regulations, including the Company’s quick servicereporting obligations under the Securities Exchange Act of 1934, franchisingas amended, quick casual and strip center operations(vi) together with local and foreign counsel, the Company’s compliance with applicable laws and regulations in accordance the jurisdictions where the Company does business. You shall report directly to the Reporting Person. You agree to devote your full working time, attention and skill to the business and affairs of the Company and to use your reasonable commercial efforts and skills to advance the best interests of the Company. The Employee shall perform his duties primarily at the Company’s offices located in Port Washington, New York, subject to travel and other duties outside of such location consistent with the budgets Company’s business as determined by the Reporting Person, including travel, on an as needed basis, to the Company’s Florida and business plans that have been approved by Parent’s foreign offices. Nothing in this Agreement shall be construed to prohibit the Employee from serving on the board of directors and/or on the advisory board of any not-for profit or other corporation, including the Board of Directors of 33380 Ownership Corp., provided that (the “Parent Board”), shall have responsibility for the operation a) such service does not create an actual or apparent conflict of interest with the business of Parent and its subsidiaries as requested the Company, (b) such service is approved by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (iic) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do service does not materially interfere conflict with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policyfederal or state law, and/or in accordance with this Agreementregulation or New York Stock Exchange (“NYSE”) rule.
Appears in 1 contract
Sources: Employment Agreement (Systemax Inc)
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations and Chief Executive Officer of Sbarro pursuant to which he shall assist in have responsibility for the overall management, implementation of strategy and the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, ) and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, Board or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly and solely to the President and Chief Executive OfficerBoards, and shall promptly disclosedisclose to the Boards, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive, while employed by Sbarro as President and Chief Executive Officer, shall serve on the Boards, initially as Chairman of each Board, and as a member of any executive or similar committee thereof; and Executive’s services as such (or in any other capacity with Sbarro or their subsidiaries) shall be for no additional consideration. Upon his termination as an employee of Sbarro, Executive shall be deemed to have simultaneously tendered his resignation as a member of the Boards (if serving thereon at the time), unless he has resigned such directorships prior thereto.
2.3 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 2.4 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 2.4 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
2.5 Although Executive will perform his duties at the Company’s principal headquarters in the greater New York City metropolitan area, he understands that his responsibilities require substantial travel in connection with Sbarro’s national and international operations and Sbarro understands that Executive will not be required hereby to reside in the greater New York City metropolitan area and that Executive presently resides in Florida.
Appears in 1 contract
Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the As President and Chief Executive Officer, the Parent BoardExecutive shall perform all duties and have all powers associated with these positions, as set forth in any job description provided to the Executive by the Bank or the Board Corporation and/or as assigned to him by the Boards of Directors of the Company (Corporation and/or the “Company Board” and, together Bank. The duties and responsibilities assigned to the Executive by the Boards of Directors of the Corporation and the Bank shall be consistent with the Parent Boardduties and responsibilities as would be customarily assigned to a person occupying the positions held by the Executive pursuant to the terms of this Agreement. During the period of Executive’s employment hereunder, the “Boards”)except for periods of absence occasioned by illness, as applicable. reasonable vacation periods, and reasonable leaves of absence, Executive shall, during the Term, shall devote substantially all his full business time, effortattention, skills skill, and loyalty efforts to effectively perform the faithful performance of his duties hereunder, including activities and further services related to the business organization, operation and management of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets the Corporation, the Bank and (ii) serve on any civic, direct or indirect subsidiaries of the Corporation or the Bank and participation in community, charitable or corporate board to the extent that such activitiesprofessional and civic organizations; provided, individually or in the aggregatehowever, do not materially interfere that, with the conduct approval of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain Boards of Directors of the most effective use of Executive’s services Corporation and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rulesBank, regulations and policies as evidenced by a resolution of Parent and the Company involving the general conduct of business of Sbarro in force such board, from time to time, as applicable Executive may serve, or continue to senior executives serve, on the boards of Parent or the Companydirectors of, and shall adhere hold any other offices or positions in, companies or organizations, which, in all material respects to such applicable rulesjudgment of the Boards of Directors of the Corporation and the Bank, regulations and policies; providedwill not present any conflict of interest with the Corporation, howeverthe Bank or its Subsidiaries, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him or materially affect the performance of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunderpursuant to this Agreement. Notwithstanding the foregoing, without the prior written consent of the board of directors of each of the Corporation and the Bank, during the term of this Agreement, the Executive shall complynot render services to or for any person, firm, corporation, or other entity or organization in all material respectsexchange for compensation, with applicable laws, rules regardless of the form in which the compensation is paid and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration regardless of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which whether it is paid directly or indirectly relate to any transactionthe Executive. Nothing in this Section 1.2 shall prevent the Executive from managing personal investments and affairs, event or activity about which Executive has knowledge. Such cooperation shall include all assistance provided that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting doing so does not interfere with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After proper performance of the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action duties and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with responsibilities under this Agreement.
Appears in 1 contract
Duties. 2.1 (a) The Company does hereby hire, engage, and employ Executive shall, during as the Term, use his best efforts to faithfully perform the duties Executive Chairman of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchisingand Executive does hereby accept and agree to such hiring, quick casual engagement, and strip center operations) employment. During the Period of Employment (as defined in accordance Section 3), Executive shall serve the Company in such position fully, diligently, competently, and in conformity with the budgets and business plans that have been approved by Parent’s Board provisions of Directors (the “Parent Board”)this Agreement, shall have responsibility for the operation directives of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), and the corporate policies of the Company as applicable. Executive shallthey presently exist, and as such policies may be amended, modified, changed, or adopted during the TermPeriod of Employment, and Executive shall have duties and authority consistent with Executive’s position as Executive Chairman. If requested by the Company, Executive shall also serve as a member of Board committees without additional compensation.
(b) Throughout the Period of Employment, Executive shall devote his full business time, effortenergy, skills and loyalty skill to effectively perform the performance of his duties for the Company, vacations and further the business of Sbarro; provided that other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be permitted to (i) invest his personal assets engage in charitable and community affairs, (ii) serve on act as a director of any civiccorporations or organizations outside the Company, communitynot to exceed five (5) in number, charitable and receive compensation therefor, and (iii) to make investments of any character in any business or corporate board businesses and to manage such investments (but not be involved in the extent that day-to-day operations of any such activitiesbusiness); provided, individually or in each case, and in the aggregate, that such activities do not materially interfere with the conduct performance of Executive’s duties. duties hereunder or conflict with the provisions of Sections 13 and 14, and further provided that Executive shall report directly not serve as a director of any other publicly traded entity without informing the Compensation Committee of the Board prior to the commencement of such service.
(c) Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement.
(d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as the President and Chief Executive Officer, Officer of the Company.
(e) Executive hereby represents to the Company that the execution and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain delivery of this Agreement by Executive and the most effective use Company and the performance by Executive of Executive’s services and duties hereunder shall not constitute a breach of, or otherwise contravene, the business opportunities that come terms of any employment or other agreement or policy to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at is a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing party or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementotherwise bound.
Appears in 1 contract
Duties. 2.1 The Executive shallis employed as the Senior Vice President and Chief Financial Officer of the Employer, during subject to the Term, use his best efforts to faithfully perform direction of the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”or its designee(s), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief . The Executive Officer, and shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere connection with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain Business of the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesEmployer; provided, however, that in making its assignments, the Board of Directors shall assign only such rulesauthority, regulations duties and policies are not illegal and that responsibilities assigned to the Executive has been made aware thereof by delivery from time to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall complytime as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement.
2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall:
(a) devote substantially all material respectsof the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with applicable laws, rules this Agreement; and
(c) timely prepare and regulations applicable forward to Parent the Board of Directors all reports and its subsidiaries and their businessesaccounting as may be requested of the Executive.
2.3 During The Executive shall devote the TermExecutive's entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:
(a) managing the Executive's personal assets and investing the Executive's personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive's participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive's collectively owning beneficially at any time thereafter until five percent (5%) or more of the expiration equity securities of applicable statute any business in competition with the Business of limitationsthe Employer;
(c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive's duties under this Agreement and are not in competition with the Business of the Employer or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive agrees to fully cooperate in good faith and joining such entity as a member of its board of directors prior to the best Executive joining such board of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementdirectors.
Appears in 1 contract
Sources: Employment Agreement (Community First Bancshares, Inc.)
Duties. 2.1 (a) Executive's Positions and Titles. Executive's positions and titles shall be Senior Executive shallVice President and Co-Chief Investment Officer of Advisors. Executive shall also serve as Senior Executive Vice President and Co-Chief Investment Officer of CAM, and in such positions with Holdings and/or the Subsidiaries to which Executive may be appointed.
(b) Executive's Duties. Executive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (the "MANAGER") or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to time assign to Executive not inconsistent with Executive's position(s) and shall include acting as one of the Advisors' primary investment officers for the Company's business. Executive recognizes that during the Termperiod of Executive's employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use his best Executive's good faith efforts to faithfully perform promote and develop the business of the Company. However, the Company recognizes that during the period of Executive's employment hereunder, Executive will provide certain services to CFP and its affiliates and related entities and the Company acknowledges and agrees that Executive's provision of such services shall not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive's primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved by the Compensation Committee of CAM (the "Compensation Committee") (each such services a Vice-President "Permitted Activity"). Recognizing and acknowledging that it is essential for the protection and enhancement of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations name and business of Parent the Company and its subsidiaries (including the Company’s quick servicegoodwill pertaining thereto, franchisingExecutive shall perform his duties under this Agreement professionally, quick casual and strip center operations) in accordance with the budgets applicable laws, rules and business plans that have been approved regulations and such standards, policies and procedures established by Parent’s Board of Directors (Employer and the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated industry from time to time by time. Executive will not perform any duties for any other business, other than a Permitted Activity without the President and Chief Executive Officer, the Parent Board, or the Board of Directors prior written consent of the Company (the “Company Board” andCompensation Committee, together with the Parent Boardbut may engage in charitable, the “Boards”)civic or community activities, as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable such duties or corporate board to the extent that such activities, individually or in the aggregate, activities do not materially interfere with the conduct proper performance of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s 's duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with under this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (Calamos Asset Management, Inc. /DE/)
Duties. 2.1 Executive shall, during The Employee is employed as the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations FLAG and the Chairman of Sbarro pursuant the Bank, subject to which he shall assist in the day-to-day operations direction of the Chief Executive Officer and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (of FLAG and the “Parent Board”Bank, respectively, or their designee(s), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and . The Employee shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Employee from time to time by the President and Chief Executive OfficerBoard of Directors of the Employer in connection with the conduct of the Business of the Employer; provided, the Parent Boardhowever, or that, in making its assignments, the Board of Directors of the Company (the “Company Board” andEmployer shall assign only such authority, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board responsibilities assigned to the extent that such activitiesEmployee from time to time as are, individually or in the aggregate, do not materially interfere consistent with the conduct of Executive’s duties. Executive shall report directly duties and responsibilities as would be customarily assigned to a person occupying the positions held by the Employee pursuant to the President and Chief Executive Officerterms of this Agreement, and shall promptly discloseincluding, at appropriate timesbut not limited to, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attentionthose set forth on Exhibit A attached hereto.
2.2 Executive shall be subject In addition to the written rulesduties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, regulations the Employee shall:
(a) devote substantially all of the Employee's time, energy and skill during regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all management policies of Parent and decisions communicated to the Employee by the Chief Executive Officer and the Company involving Board of Directors of the general conduct Employer which are consistent with this Agreement; and
(c) timely prepare and forward to the Board of business Directors of Sbarro in force from time to time, the Employer all reports and accounting as applicable to senior executives may be requested of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesEmployee.
2.3 During The Employee shall devote the TermEmployee's entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from
(a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee's participation is solely that of an investor,
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee's collectively owning beneficially at any time thereafter until five percent (5%) or more of the expiration equity securities of applicable statute any business in competition with the Business of limitationsthe Employer; and
(c) participating in civic and professional affairs and organizations and conferences, Executive agrees to fully cooperate in good faith and preparing or publishing papers or books or teaching so long as the Board of Directors of FLAG approves of such activities prior to the best of Executive’s ability with Sbarro Employee's engaging in connection with all pendingthem. Notwithstanding anything to the contrary in this Section 2.3, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives the Employee may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending serve on the circumstances)boards of directors of Regan Holding Corporation, providing factual information Nues▇▇▇ ▇arjeta and materialIntercept Switch, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.Inc.
Appears in 1 contract
Duties. 2.1 Executive shall, during During the Term, use his best efforts the Executive Chairperson shall hold the title of Executive Chairperson of the Board and be available to faithfully perform the duties customarily associated with this function, including (i) acting as chairperson of the Board’s meetings and of meetings of the stockholders of the Company; (ii) providing leadership to the Board for the development, implementation and monitoring of near- and long-term strategic plans for the Company; (iii) facilitating discussions of the Board regarding corporate strategy and critical issues facing the Company; (iv) acting as a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including liaison between the Company’s quick service, franchising, quick casual senior management and strip center the Board and its committees; (v) advising the Company’s senior management on matters of Company operations; (vi) in accordance consulting periodically with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors Officer of the Company to obtain such information concerning the Company’s business, operations, enterprise risk management, and strategic plans as may be necessary for the Board to discharge its duties; and (vii) otherwise performing the “Company Board” and, together with duties of Chairperson of the Parent Board, as well as such other customary duties as may be determined and assigned by the “Boards”)Board and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable amended or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force modified from time to time, as and by applicable to senior executives law, rule or regulation, including, without limitation, the Delaware General Corporation Law (the “DGCL”) and the rules and regulations of Parent the U.S. Securities and Exchange Commission (the “SEC”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Executive Chairperson will perform such duties described herein in accordance with the general fiduciary duty of executive officers and directors arising under the DGCL. The Executive Chairperson agrees to provide all information regarding herself as the Company requires to satisfy its disclosure obligations under applicable securities laws. The Executive Chairperson shall devote such time as is reasonably necessary to perform her duties to the Company under this Agreement. The Executive Chairperson may perform her duties hereunder from the Executive Chairperson’s offices, at home or elsewhere, including at the Company’s offices in North Carolina or Executive Chairperson’s offices in New York City, and shall adhere travel as reasonably necessary in all material respects order to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that perform the Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing ExecutiveChairperson’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with under this Agreement.
Appears in 1 contract
Sources: Executive Chairperson Agreement (vTv Therapeutics Inc.)
Duties. 2.1 Executive shallwill hold the office of Senior Vice President, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicableGeneral Counsel. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his will have such duties and further the business of Sbarro; provided that Executive shall responsibilities as may be permitted to (i) invest his personal assets and (ii) serve on any civicassigned, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable by and subject to senior executives of Parent or the Companydirection and supervision of, and shall adhere report to, the Company’s Chief Operating Officer (“Supervisor”), including, in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s capacity as Senior Vice President, General Counsel and Compliance Officer, such duties hereunderand responsibilities to the subsidiaries of the Company as may be assigned, Executive shall complyfrom time to time, in all material respectsby and subject to the direction and supervision of Executive’s Supervisor. Beginning on October 1, with applicable laws, rules 2015 and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During continuing for the remainder of the Term, and excluding any periods of vacation or personal leave to which Executive is entitled, (i) Executive will render Executive’s services on an exclusive basis to the Company, (ii) Executive will apply on a full-time thereafter basis all of Executive’s skill and experience to the performance of Executive’s duties, and (iii) Executive may have no other employment and, without the prior written consent of the Company, no outside business activities (provided that the management of Executive’s personal or family assets and affairs and Executive’s time spent on charitable activities will not be deemed outside activities so long as such activities do not significantly interfere with Executive’s performance of duties under this Agreement). From the Effective Date until September 30, 2015, executive shall be permitted a flexible work schedule allowing approximately twenty (20) hours per week for executive to transition away from his current employment. Executive will perform Executive’s duties under this Agreement with fidelity and loyalty to the expiration of applicable statute of limitationsCompany, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Sbarro Executive’s duties and responsibilities and in connection accord with best practices within the Company’s industry. So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all pendingpolicies, potential or future claimsrules and regulations of the Company as well as all directives and instructions from the Company’s board of directors of the parent of the Company, litigationsRMG Networks Holding Corporation, arbitrations, proceedings, investigations or actions involving or relating a Delaware corporation (the “Board”). The Company shall have the right to Sbarro or their purchase in Executive’s name a “key person” life insurance policy naming the Company and any of its subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on as the circumstances), providing factual information and materialsole beneficiary thereunder, and appearing Executive agrees to cooperate with the Company’s procurement of such policy, provided that any information provided to an insurance company or testifying as a witness. After the Term, Executive’s assistance broker shall not be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To Company without the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit prior written authorization of Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (RMG Networks Holding Corp)
Duties. 2.1 Executive shall, during The Employee is employed as the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations the Bank, subject to the direction of Sbarro pursuant to which he shall assist in the day-to-day operations Chief Executive Officer and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and Bank or its subsidiaries as requested by the President and Chief Executive Officer, and or their designee(s). The Employee shall perform such other dutiesand discharge well and faithfully the authority, commensurate with his position, as shall duties and responsibilities which may be specified and designated assigned to the Employee from time to time by the President and Chief Executive OfficerBoard of Directors of the Bank in connection with the conduct of the Business of the Bank; provided, the Parent Boardhowever, or that, in making its assignments, the Board of Directors of the Company (the “Company Board” andBank shall assign only such authority, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board responsibilities assigned to the extent that such activitiesEmployee from time to time as are, individually or in the aggregate, do consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto.
2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof and as set forth on Exhibit A attached hereto, the Employee shall:
(a) devote substantially all of the Employee’s time, energy and skill during regular business hours to the performance of the duties of the Employee’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;
(b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer and the Board of Directors of the Bank, which are consistent with this Agreement; and
(c) timely prepare and forward to the Board of Directors of the Bank, all reports and accounting as may be requested of the Employee.
2.3 The Employee shall devote the Employee’s entire business time, attention and energies to the Business of the Bank and shall not during the term of this Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from:
(a) managing the Employee’s personal assets and investing the Employee’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Bank and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee’s participation is solely that of an investor;
(b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Bank;
(c) serving on the board of directors of other organizations so long as such service does not materially interfere with the conduct performance of Executivethe Employee’s duties. Executive shall report directly duties under this Agreement and are not in competition with the Business of the Bank; and
(d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors of the Bank approves of such activities prior to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of ExecutiveEmployee’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject engaging in them. Notwithstanding anything to the written rulescontrary in this Section 2.3, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives Employee may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying serve as a witnessprincipal of Bankers’ Capital Group, LLC. After For the Termavoidance of doubt, Executive’s assistance shall be given telephonicallyBankers’ Capital Group, unless LLC also serves as a general partner of Sagus Partners, LLC and intends to do so following the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice date of this Agreement. The Employee may also continue to serve as Chairman of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith)Boards of Directors of The Coastal Bank and Coastal Bancshares, Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.Inc.
Appears in 1 contract
Duties. 2.1 (a) Executive shallshall perform services in a managerial capacity in a manner consistent with Executive’s position as Vice President, during General Counsel and Secretary, subject to the Term, use his best efforts to faithfully perform general supervision of the Executive Committee.
(b) Executive shall have the duties and responsibilities consistent with Executive’s position as a Vice President, General Counsel and Secretary of a Vice-President public company (provided that Executive shall not have grounds for Good Reason solely because Tiptree ceases to be a public company) as may be reasonably assigned or delegated to Executive by (i) the Executive Committee or (ii) the Board of Operations Directors.
(c) Executive shall (i) devote substantially all of Sbarro pursuant Executive’s business time, attention, skill, and energy to which he shall assist in the day-to-day operations and business of Parent the Company and its subsidiaries to the performance of Executive’s duties hereunder; (including ii) use Executive’s best efforts, business judgment, skills and knowledge to promote the success of the Company’s quick service, franchising, quick casual and strip center operationsbusiness; (iii) in accordance be employed full-time with Employer exclusively; (iv) cooperate with the budgets reasonable and business plans that have been approved by Parent’s Board lawful directives of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors and the Executive Committee in the advancement of the best interests of the Company; (v) comply with all Company (the “Company Board” andpolicies, together with the Parent Board, the “Boards”practices and procedures and all codes of ethics or business conduct applicable to Executive’s position(s), including but not limited to Tiptree’s Code of Business Conduct and Ethics, Code of Ethical Conduct and Securities Trading Policy (and any similar policy maintained by the Company), each as applicable. in effect from time to time; and (vi) not engage in any other activity that conflicts with Executive’s duties hereunder.
(d) Notwithstanding Section 3.3(c) or anything herein to the contrary, Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to may (i) invest his personal assets and serve on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors, other for profit companies; (ii) serve on any participate in charitable, civic, communityeducational, charitable professional, community or corporate board to the extent that industry affairs; and (iii) manage Executive’s passive personal investments so long as such activities, activities individually or in the aggregate, aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Without limiting the conduct foregoing, Executive understands and agrees that at any time during Executive’s employment hereunder, Employer may, in its reasonable discretion, require that Executive cease engaging in any activity if Employer deems that Executive’s participation in such activity interferes in any way with Executive’s ability to perform Executive’s duties for the Company.
(e) Executive represents and warrants that the execution and delivery by Executive of this Agreement do not, and the performance by Executive of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro obligations hereunder will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration not: (i) the significance violate any judgment, writ, injunction, or order of the matters at issue in the claimany court, litigationarbitrator, arbitration, proceeding, investigation or action and governmental agency applicable to Executive; or (ii) after conflict with, result in the Termbreach of any provisions of or the termination of, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documentsconstitute a default under, any applicable insurance policy, and/or in accordance with this Agreementagreement to which Executive is a party or by which Executive is or may be bound.
Appears in 1 contract
Duties. 2.1 (a) In his capacity as Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-Vice President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick serviceEmployer, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform for Employer the executive, administrative and technical duties customarily associated with such other duties, commensurate with his position, as shall well as such other duties reasonably consistent therewith as may be specified and designated reasonably assigned to Executive from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policiesEmployer; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him the duties assigned shall be of a written document(s) containing such rulescharacter and dignity appropriate to a senior executive of a corporation and consistent with Executive's experience, regulations education and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesbackground.
2.3 During the Term(b) Except as otherwise set forth in this paragraph, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) Executive shall devote his full time and efforts during normal business days and hours to the significance performance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action this Employment Agreement and (ii) after Executive shall not engage in the Termreal estate business or in any other business which conflicts with or competes in any material way with the business of Employer. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the business of Scorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, Steven Baruch, Thomas Viertel and Jeffrey F. Joseph, as modified by certain agreements dated as of Dec▇▇▇▇▇ ▇▇, ▇▇▇6 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇artie▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇reement") and the Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary; so long as, in either case, the devotion of such time and effort does not conflict (without independent committee review) or interfere with Executive’s other personal 's performance of his duties as Executive Vice President of Presidential and business commitments. Sbarro will reimburse in fact Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon does diligently perform his duties as Executive Vice President of Presidential to the submission satisfaction of the appropriate documentation Board of Directors of Employer. During the term of this Employment Agreement, Employer will permit Executive, at no cost to Sbarro. Executive’s entitlement , to reimbursement utilize his office space to carry on the business of such Scorpio to the extent permitted by this paragraph (b), provided however that Executive and/or Scorpio will pay, or reimburse Employer for, the direct costs for duplicating, telecopying, telephone and other business expenses and costs pursuant used by Scorpio in a manner reasonably satisfactory to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementEmployer.
Appears in 1 contract
Sources: Employment Agreement (Presidential Realty Corp/De/)
Duties. 2.1 Executive Employee shall, during the Termserve as, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist and have all power and authority inherent in the day-to-day operations offices of President, vFinance Investments, Inc., Retail Brokerage Division reporting to the CEO and Chairman of vFinance Investments, Inc. ("Management"). The Employee shall be responsible for those areas in the conduct of the business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance reasonably assigned to him consistent with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the over-all growth and profitability of the retail brokerage operations of the Company including trading to the extent it impacts upon the retail brokerage operation of and including retail investment banking operations. Employee shall devote on a full time basis his business time and efforts to the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rulesit is understood and agreed that, regulations while Employee may devote time to other business matters in which he has an interest and policies are not illegal and may be an officer or director of other companies (including JSM Capital Holding, Corp.) that Executive has been made aware thereof by delivery to him have no conflicts of interest with the Company, in the event of a written document(s) containing conflict, Employee's first and primary responsibility shall be to the full time performance of his duties for the Company. The Company understands that Employee has also executed an Independent Contractor Agreement with the Company, and the Company understands and agrees that Employee will also be performing services as an Independent Contractor. The Company agrees that the performance of such rules, regulations and policiesservices as an Independent Contractor shall not be deemed a conflict of interest hereunder provided that the Employee continues to diligently perform his duties hereunder. In performing Executive’s Employee agrees that in the performance of his duties hereunder, Executive the employee in the routine conduct of his duties will be performed at either the JSM Capital Holding, Corp. ("JSM") offices in New York, New York or the Company's office located in Boca Raton, Florida. The Employee shall complybe reimbursed for reasonable travel, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Termlodging, and any meal expenses for work and travel to Boca Raton, Florida. The Company recognizes that from time thereafter until to time the expiration employee in his reasonable judgment may perform services required of applicable statute him hereunder, off-site by means of limitationstelephone, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pendingfacsimile, potential electronic mail or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementmeans.
Appears in 1 contract
Sources: Employment Agreement (Vfinance Inc)
Duties. 2.1 (a) During the Period of Employment (as defined in Section 3), Executive shallshall serve the Company in such positions fully, during the Termdiligently, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist competently, and in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance conformity with the budgets and business plans that have been approved by Parent’s Board provisions of Directors (the “Parent Board”)this Agreement, shall have responsibility for the operation directives of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, Officer and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), and the corporate policies of the Company as applicable. Executive shallthey presently exist, and as such policies may be amended, modified, changed, or adopted during the TermPeriod of Employment, and Executive shall have duties and authority consistent with Executive’s position as an Executive Vice President and Chief Financial Officer. If requested by the Company, Executive shall also serve as a member of the Board and any Board committees without additional compensation.
(b) Throughout the Period of Employment, Executive shall devote his full business time, effortenergy, skills and loyalty skill to effectively perform the performance of his duties for the Company, vacations and further the business of Sbarro; provided that other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be permitted to (i) invest his personal assets engage in charitable and community affairs, and (ii) serve on to make investments of any civiccharacter in any business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, communityin each case, charitable or corporate board to the extent that such activities, individually or and in the aggregate, that such activities do not materially interfere with the conduct performance of Executive’s duties. duties hereunder or conflict with the provisions of Sections 14 and 15, and further provided that Executive shall report directly not serve as a director of any other publicly traded entity without gaining the consent of the Chief Executive Officer and the Corporate Governance, Nominating and Compensation Committee of the Board prior to the commencement of such service.
(c) Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement.
(d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as an Executive Vice President and Chief Financial Officer of the Company.
(e) Executive Officer, hereby represents to the Company that the execution and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain delivery of this Agreement by Executive and the most effective use Company and the performance by Executive of Executive’s services and duties hereunder shall not constitute a breach of, or otherwise contravene, the business opportunities that come terms of any employment or other agreement or policy to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at is a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing party or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementotherwise bound.
Appears in 1 contract
Duties. 2.1 (a) Executive shallwill have such powers and perform such duties as the Chief Executive Officer may assign to them, during the Term, use his best efforts to faithfully perform consistent with the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance functions customarily associated with the budgets and business plans that have been approved by Parent’s Board position of Directors (the “Parent Board”)Executive Vice President, shall have responsibility Chief Legal Officer, including any legal duties or functions with or for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors any member of the Company Group (the “Company Board” and, together as defined below). Executive agrees to comply with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business policies of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive▇▇▇▇▇’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services Corporation and the business opportunities that come to Executive’s attention.
2.2 Executive shall Company and be subject to the written rules, regulations and policies direction of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that ▇▇▇▇▇’s Chief Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policiesOfficer. In performing Executive’s duties hereunderthe performance of their duties, Executive shall complycomply with the ABA Model Rules of Professional Conduct, in all material respects, with or applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businessesstate bar rules.
2.3 (b) During the Term, Executive will devote all of Executive’s business time and any time thereafter until attention to the expiration business of applicable statute Bally’s Corporation and the Company, as necessary to fulfill Executive’s duties; provided that the foregoing will not prevent Executive from (i) serving on the boards of limitationsdirectors of non-profit organizations and, subject to the prior written approval of the Board, other for-profit companies; (ii) participating in charitable, civic, educational, professional, community or industry affairs; and (iii) managing Executive’s passive personal investments, so long as all such activities in the aggregate do not interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict.
(c) Executive agrees will perform the duties assigned to fully cooperate in good faith Executive with fidelity and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and materialability, and appearing or testifying in all cases, in compliance with their professional and ethical obligations as a witness. After an attorney.
(d) Executive agrees that, at all times during the Term, Executive will obtain and maintain, in full force and effect, any and all licenses, permits and work authorizations in respect of the Position that may be required by any government authority or agency to enable Executive to properly work and perform the duties of Executive’s assistance Position and the Company shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred the costs and expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreementlicensing.
Appears in 1 contract
Duties. 2.1 Executive shall, during (a) During the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation term of the business Executive's employment hereunder the Executive shall serve and (i) the Company shall employ the Executive as Chairman of Parent the Board and its subsidiaries (ii) LLC shall employ the Executive as requested by Chairman. The Executive shall preside over the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or meetings of the Board of Directors of the Company (the “"Board") and of the stockholders of the Company at which he shall be present and shall in general oversee all of the business and affairs of the Company and LLC and will perform such services consistent with those of a Chairman of the Board as may be assigned to the Executive by the Board” and, together with . The Executive hereby accepts such employment and agrees to perform such services.
(b) Subject to the Parent Boardother provisions of this subsection 1(b), the “Boards”), as applicable. Executive shall, during the Term, shall devote such portion of his full business time, effort, skills attention and loyalty energies during business hours as may be necessary for him to effectively perform his duties and further the hereunder. The foregoing shall not be construed to prevent Executive from devoting time during business of Sbarro; provided that Executive shall be permitted hours to (i) invest his personal assets charitable and civic endeavors and (ii) serve on any civicperforming services for and engaging in business activities with other persons, communityso long as such endeavors, charitable or corporate board services and activities do not prevent Executive from fulfilling his fiduciary responsibilities to the extent that such activities, individually or in the aggregate, do not materially interfere Employers.
(c) The Executive shall cooperate with the conduct of Employers, including taking such medical examinations as the Employers reasonably shall deem necessary, if the Employers shall desire to obtain medical, disability or life insurance with respect to the Executive’s duties. Where reasonably possible, the Employers shall cooperate with the Executive's request to have such examinations performed by the Executive's personal physician or another physician reasonably acceptable to the Executive.
(d) The Executive shall report directly not be required to relocate or conduct the President and Chief Executive OfficerEmployers' business outside the New York, and New York area in order to perform his duties under this Agreement but shall promptly disclose, at appropriate times, all material developments relating undertake such reasonable business travel as may be necessary to Sbarro known to him so as to enable Sbarro to obtain perform said duties (for which the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject reimbursed pursuant to the written rules, regulations Section 4 below for costs and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the best of Executive’s ability with Sbarro expenses incurred in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstancestherewith), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Wellsford Real Properties Inc)
Duties. 2.1 Executive shallDuring the term hereof, during Employee shall hold the Term, use his best efforts to faithfully perform position and have the duties of a Vice-President the Chief Superintendent of Operations of Sbarro pursuant CBE, reporting and accountable to which he shall assist in the day-to-day operations Board and business of Parent functioning as the Chief Executive Officer and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation Chief Education Officer of the business CBE. In, such position, Employee's duties shall be those set forth as chief superintendent of Parent schools under the Education Act, the duties set forth herein and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated duties assigned from time to time by the President Board. In carrying out her duties, Employee shall comply at all times with and Chief Executive Officer, the Parent Board, or ensure operational implementation of governance policies of the Board of Directors of the Company (the “Company Board” and, together and with the Parent Board, the “Boards”)CBE's Administrative Regulations, as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall same may be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention.
2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force amended from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses.
2.3 During the Term, Employee shall not carry out any employment or consulting services for any third party without the prior written consent of the Chair of the Board.
2.2 Employee acknowledges that she has a fiduciary duty to the CBE and any time thereafter until the expiration of applicable statute of limitationsshall diligently, Executive agrees to fully cooperate honestly and faithfully perform those duties in good faith and to the best of Executive’s ability interests of CBE and shall devote her full working time and attention to her duties as the CBE's Chief Superintendent.
2.3 In carrying out her employment duties, Employee will have access to and possession of proprietary, confidential and sensitive information concerning CBE (including, without limitation, non-public information concerning CBE's operations, practices, procedures, financial situation, suppliers and contractors) and personal information concerning CBE employees, staff, students and other individuals. Employee at all times shall comply with Sbarro CBE policies concerning privacy and with applicable privacy laws (including, without limitation, the Freedom of Information and Protection of Privacy Act) and will not collect, use or disclose any such information, except as authorized by CBE policies and applicable privacy laws or except as required by court order. Upon termination or expiry of this Agreement, Employee forthwith shall deliver to CBE any and all confidential and personal information and all other books, records, notes, documents and property of CBE then in connection her custody or control.
(a) Employee acknowledges that any materials or works that she develops in the course of her employment with CBE ("Works") are the exclusive property of CBE and that title to the Works and all pendingintellectual property rights therein vest exclusively in CBE, potential except for any thesis or future claimsrelated work carried out by Employee in pursuit of a course of study. Employee hereby assigns all titles and rights in the Works to CBE and waives all moral rights therein.
(b) Employee acknowledges that information contained in CBE's books, litigationsrecords, arbitrationslists, proceedings, investigations or actions involving or notes and other documents relating to Sbarro or their subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on CBE's business is the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice exclusive property of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, any applicable insurance policy, and/or in accordance with this AgreementCBE.
Appears in 1 contract
Sources: Employment Agreement