Common use of Employment Duties Clause in Contracts

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of Directors. With the prior consent of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunder.

Appears in 2 contracts

Samples: Transition and Retirement Agreement (Idex Corp /De/), Transition and Retirement Agreement (Idex Corp /De/)

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Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue employment as Chairman will assume the positions of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation, in full charge of the operation of its business and affairs, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the President and Chief Executive Officer, and subject also at all times to the control of the Board of Directors. Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will continue to be elected to the positions of President and Chief Executive Officer. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, that are commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of DirectorsDirectors of the Corporation. With the prior consent of the Board of Directors, which will not be unreasonably withheldDirectors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's ’s duties hereunder.

Appears in 2 contracts

Samples: Employment Agreement (Computer Task Group Inc), Employment Agreement (Computer Task Group Inc)

Employment Duties. Subject to the terms and conditions set forth formal election by the Board of Directors of the Corporation (the “Board”) in this Agreementthe exercise of its judgment, the Corporation does hereby agrees to continue to employ the Executive, and the Executive does hereby agrees to continue accept employment as Chairman of by the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this AgreementCorporation, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer (“CEO”) of the Corporation. The As an executive officer of the Corporation, the Executive will perform those his duties and discharge those his responsibilities as are commensurate in accordance with his position, the by-laws of the Corporation and as the Board of Directors may from time to time reasonably directdirects, commensurate with his positionrecognizing the nature and scope of the Executive’s employment. In connection with Subject to yearly election by the performance Board, it is contemplated that the Executive will continue to be elected to the position of those duties, President and CEO of the Corporation acknowledges that Executive may perform those duties at locations other than during the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per monthterm of this Agreement. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability ability. The Executive agrees to devote his full business time and attention to the supervision and conduct of the business and affairs of the Corporation and to use all reasonable efforts faithfully and to the best of his ability promote the interests of the Corporation. The Executive may further agrees that he will engage in no outside business concerns or activities, and will not accept other gainful employment except with employment, without the prior consent Corporation’s written consent. The Corporation hereby acknowledges and consents to the Executive continuing to serve on any Boards of Directors on which he currently serves, and on the Boards of other nonprofit or charitable organizations, provided that the Executive agrees not to serve concurrently on the Board of Directors. With Directors of more than one publicly held company during the prior consent term of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunderAgreement.

Appears in 2 contracts

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

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue employment as Chairman will assume the positions of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation, in full charge of the operation of its business and affairs, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the Chief Executive Officer, and subject also at all times to the control of the Board of Directors. Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will continue to be elected to the position of Chief Executive Officer. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, that are commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of DirectorsDirectors of the Corporation. With the prior consent of the Board of Directors, which will not be unreasonably withheldDirectors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (Computer Task Group Inc)

Employment Duties. Subject to the terms and conditions set forth formal election by the Board of Directors in this Agreementthe exercise of its judgment, the Corporation does hereby agrees to continue to employ the Executive, and the Executive does hereby agrees to continue accept employment by the Corporation, as President, Chief Executive Officer, and Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation. The As an executive officer of the Corporation, the Executive will shall perform those his duties and discharge those his responsibilities as are commensurate in accordance with his position, the by-laws of the Corporation and as the Board of Directors may of the Corporation shall from time to time reasonably directdirect recognizing the nature and scope of the Executive's employment. Subject to yearly election by the Board of Directors, commensurate with his position. In connection with it is contemplated that the performance Executive will continue to be elected to the position of those dutiesPresident, Chief Executive Officer, and Chairman of the Board of the Corporation acknowledges that Executive may perform those duties at locations other than during the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per monthterm of this Agreement. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability ability. The Executive agrees to devote his full business time and attention to the supervision and conduct of the business and affairs of the Corporation and to use all reasonable efforts faithfully and to the best of his ability promote the interests of the Corporation. The Executive may further agrees that he will engage in no outside business concerns or activities, and shall not accept other gainful employment except with employment, without the prior consent Corporation's written consent. The Corporation hereby acknowledges and consents to the Executive continuing as a Member of the Board of Directors. With the prior consent Directors of Analogic, Inc. and a Member of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or Directors and other fiduciary membership related activities of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments HIMA and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunderHCIA.

Appears in 1 contract

Samples: Employment Agreement (Wilson Greatbatch Technologies Inc)

Employment Duties. Subject to During the terms and conditions set forth in this Agreementterm of Executive’s employment hereunder, the Corporation hereby agrees to continue to shall employ the Executive, Executive and the Executive hereby agrees to continue employment shall serve as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation. The Executive At the will perform those duties and discharge those responsibilities as are commensurate with his position, and as of the Board of Directors Directors, Executive shall serve as the Chairman of the Board. Executive shall supervise and manage various corporate strategic initiatives and shall have supervision and control over, and responsibility for, the general management of such aspects of the day-to-day operation of the Corporation as may from time to time be prescribed by the Board of Directors of the Corporation; provided, however, that such duties are reasonably direct, commensurate with his position. In connection consistent with the performance duties normally performed by a Chairman. Executive’s principal place of those dutiesemployment shall be at the Corporation’s headquarters in Menomonee Falls, Wisconsin; provided, however, that Executive acknowledges and agrees that he may from time to time be required to travel outside Milwaukee, Wisconsin on behalf of the Corporation. Executive shall devote his entire working time and efforts to the business affairs of the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties its affiliates and discharge his responsibilities in a faithful manner shall faithfully and to the best of his ability perform his duties hereunder, provided that Executive may take reasonable amounts of time to serve on corporate, civil or charitable boards or committees and to use all reasonable efforts to promote the interests of such other boards or committees as shall be approved by the Corporation. The Executive may not accept other gainful employment except with the prior consent of the ’s Board of Directors. With the prior consent of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they Directors if such activities do not materially interfere with the performance of the Executive's ’s duties hereunder. Executive hereby agrees to serve as an officer of the Corporation and of affiliates of the Corporation as part of his contemplated duties hereunder without additional compensation therefor.

Appears in 1 contract

Samples: Employment Agreement (Kohls Corporation)

Employment Duties. Subject to the terms and conditions set forth formal election by the Board of Directors of the Corporation (the "Board") in this Agreementthe exercise of its judgment, the Corporation does hereby agrees to continue to employ the Executive, and the Executive does hereby agrees to continue accept employment as Chairman of by the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this AgreementCorporation, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer ("CEO") of the Corporation. The As an executive officer of the Corporation, the Executive will perform those his duties and discharge those his responsibilities as are commensurate in accordance with his position, the by-laws of the Corporation and as the Board of Directors may from time to time reasonably directdirects, commensurate with his positionrecognizing the nature and scope of the Executive's employment. In connection with Subject to yearly election by the performance Board, it is contemplated that the Executive will continue to be elected to the position of those duties, President and CEO of the Corporation acknowledges that Executive may perform those duties at locations other than during the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per monthterm of this Agreement. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability ability. The Executive agrees to devote his full business time and attention to the supervision and conduct of the business and affairs of the Corporation and to use all reasonable efforts faithfully and to the best of his ability promote the interests of the Corporation. The Executive may further agrees that he will engage in no outside business concerns or activities, and will not accept other gainful employment except with employment, without the prior consent Corporation's written consent. The Corporation hereby acknowledges and consents to the Executive continuing to serve on any Boards of Directors on which he currently serves, and on the Boards of other nonprofit or charitable organizations, provided that the Executive agrees not to serve concurrently on the Board of Directors. With Directors of more than one publicly held company during the prior consent term of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunderAgreement.

Appears in 1 contract

Samples: Employment Agreement (Greatbatch, Inc.)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, Employee and the Executive Employee hereby agrees to continue accepts employment as Senior Vice President, Operations of the Corporation in full charge of the Corporation's field operations, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective DateBoard, the Executive will resign his position as President and Chief Executive Officer and/or the President, and subject also at all times to the control of the CorporationBoard of Directors. The Executive Employee will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Chairman of the Board of Directors may Directors, the Chief Executive Officer and/or the President from time to time reasonably direct, direct that are commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive Employee agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive Employee may not accept other gainful employment except with the prior consent of the Board of Directors. With the prior consent Chairman of the Board of Directors, which will not be unreasonably withheld, Directors or the Chief Executive Officer of the Corporation. The Employee may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests organizations so long as they do not materially interfere with the performance of the ExecutiveEmployee's duties hereunder. The Employee shall be entitled to make and manage personal investments, provided such investments and any activities undertaken in connection therewith do not violate any restrictive covenants in Sections 10 or 11 of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Rent Way Inc)

Employment Duties. Subject to During the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective DateEmployment Period, the Executive will resign shall have such duties and responsibilities as are assigned to the Executive by the Board and are consistent with his position status as President President. Executive shall be the chief operating officer of the Company and shall have general supervision, direction and control of the operations of the business of the Company, except that the legal function shall report to the Chief Executive Officer of the Company and the Chief Executive Officer of the Company shall have the right to direct the activities of the Chief Financial Officer from time to time as needed to assist the Chief Executive Officer. The Executive shall report on all activities of the Company to the Chief Executive Officer, who shall have the general powers and duties of supervision and management usually vested in the office of the Chief Executive Officer of the Corporation. The Executive will perform those duties During the Employment Period, but excluding any periods of vacation and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, commensurate with his position. In connection with the performance of those dutiessick leave, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform devote substantially all his duties business attention and discharge his responsibilities in a faithful manner and time to the best business and affairs of his ability the Company and its subsidiaries, and to use all reasonable the Executive's best efforts to promote perform faithfully and efficiently the interests of duties and responsibilities assigned to the CorporationExecutive under this Section 3. The It is expressly understood that (a) the Executive may devote a reasonable amount of time to such industry associations and charitable and civic endeavors as shall not accept other gainful employment except interfere with the obligation set forth in the preceding sentence, and (b) with the prior consent approval of the Board of Directors. With the prior consent of the Board of Directors, (which will shall not be unreasonably withheld), the Executive may become serve as a director, trustee member of one or other fiduciary more boards of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do directors of companies that are not materially interfere affiliated with the performance of the Executive's duties hereunderCompany.

Appears in 1 contract

Samples: Employment Agreement (Biopure Corp)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue employment as Chairman will assume the positions of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation, in full charge of the operation of its business and affairs, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the President and Chief Executive Officer, and subject also at all times to the control of the Board of Directors. Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will continue to be elected to the positions of President and Chief Executive Officer. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, that are commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of DirectorsDirectors of the Corporation. With the prior consent of the Board of Directors, which will not be unreasonably withheldDirectors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (Computer Task Group Inc)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue employment accepts employment, and, as of the Employment Date, will assume the roles as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this AgreementBoard, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation, in full charge of the operation of its business and affairs, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the Chairman of the Board, President and Chief Executive Officer, and subject also at all times to the control of the Board of Directors. Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will continue to be elected to the positions of Chairman of the Board, President and Chief Executive Officer. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of Directors. With the prior consent of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (Idex Corp /De/)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue employment as Chairman of the Board Effective on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth (as defined in this AgreementSection 2, as of the Effective Datebelow), the Executive will resign his position Company hereby employs Employee as President and Chief Executive Officer of the CorporationCompany and Employee hereby accepts such employment. The Executive will perform those In that capacity, Employee shall serve as the officer of the Company principally responsible for the Company's day to day executive decision-making and strategic planning and shall have such duties and discharge those responsibilities consistent with the foregoing and otherwise consistent with Employee's position as are commensurate with his position, and as may be determined from time to time by the Board of Directors may from time to time reasonably direct, commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the CorporationCompany (the "Board"), including duties with respect to affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Company (each, an "Affiliate"). The Executive may not accept other gainful employment except with It is the prior consent intention of the parties hereto that, during the term of this Agreement, Employee shall be elected and serve as a member of the Board, and as a member of the executive committee of the Board if such a committee should be established. During the term of Directors. With this Agreement, Employee shall devote all his business time and effort to the prior consent conduct of the Board of Directorshis duties hereunder, which will not be unreasonably withheld, the Executive provided that Employee may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable(i) serve on corporate, civic and religious interests charitable boards or committees, (ii) provide services on a pro xxxx basis to civic and charitable organizations and (iii) attend to his personal investments, so long as they such activities do not materially interfere with the performance of Employee's responsibilities as an employee of the ExecutiveCompany in accordance with this Agreement and are consistent with the Company's duties policies. The Company agrees that, to the extent that any such activities have been conducted by Employee prior to the date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to such date shall not thereafter be deemed to interfere with the performance of Employee's responsibilities to the Company or to be inconsistent with the Company's policies. The Company also agrees that Employee may receive compensation in connection with his service on corporate boards, without set-off, adjustment or diminution of his salary, bonus or any other rights hereunder.

Appears in 1 contract

Samples: Employment Agreement (Steiner Leisure LTD)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue employment as Chairman will assume the positions of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation, in full charge of the operation of its business and affairs, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the President and Chief Executive Officer, and subject also at all times to the control of the Board of Directors. Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will continue to be elected to the positions of President and Chief Computer Task Group, Incorporated Restated Employment Agreement with Xxxxx X. Xxxxx Executive Officer. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, that are commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of DirectorsDirectors of the Corporation. With the prior consent of the Board of Directors, which will not be unreasonably withheldDirectors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's ’s duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (Computer Task Group Inc)

Employment Duties. Subject to During the terms and conditions set forth in this Agreementterm of Executive’s employment hereunder, the Corporation hereby agrees to continue to shall employ the Executive, Executive and the Executive hereby agrees to continue employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position shall serve as President and Chief Executive Officer of the Corporation. The Executive will perform those duties Subject to the authority and discharge those responsibilities as are commensurate with his position, direction of the Chairman and as the Board of Directors of the Corporation, Executive shall have supervision and control over, and responsibility for, the general management and day-to-day operation of the Corporation. Executive shall also have such other powers and duties as may from time to time be prescribed by the Board of Directors of the Corporation; provided, however, that such duties are reasonably direct, commensurate with his position. In connection consistent with the performance duties normally performed by a President and Chief Executive Officer. Executive’s principal place of those dutiesemployment shall be at the Corporation’s headquarters in Menomonee Falls, Wisconsin; provided, however, that Executive acknowledges and agrees that he may from time to time be required to travel outside Milwaukee, Wisconsin on behalf of the Corporation. Executive shall devote his entire working time and efforts to the business affairs of the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties its affiliates and discharge his responsibilities in a faithful manner shall faithfully and to the best of his ability perform his duties hereunder, provided that Executive may take reasonable amounts of time to serve on corporate, civil or charitable boards or committees and to use all reasonable efforts to promote the interests of such other boards or committees as shall be approved by the Corporation. The Executive may not accept other gainful employment except with the prior consent of the ’s Board of Directors. With the prior consent of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they Directors if such activities do not materially interfere with the performance of the Executive's ’s duties hereunder. Executive hereby agrees to serve as an officer of the Corporation and of affiliates of the Corporation as part of his contemplated duties hereunder without additional compensation therefor.

Appears in 1 contract

Samples: Employment Agreement (Kohls Corporation)

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Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to shall employ the Executive, and the Executive hereby agrees to continue employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation. The With the Executive’s consent, the Board may appoint another individual as President of the Corporation from time to time. As Chief Executive Officer, the Executive will perform those duties have all of the duties, responsibilities and discharge those responsibilities as are authority commensurate with the position in companies of similar size and type and such other duties, not inconsistent with his position, as assigned to him by the Board. All employees and independent contractors shall report to Executive or his designee, provided that as necessary for governance purposes the Chief Financial Officer, the General Counsel and the audit staff may also report to the Board or a Committee thereof. The Executive shall report directly to the Board, which shall have general control of Directors may from the business of the Company. The Executive shall be initially appointed to the Board as soon as reasonably practicable after the commencement of employment and shall be nominated for reelection each time to time reasonably direct, commensurate with his position. In connection with the performance term would otherwise expire while he is Chief Executive Officer of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept engage in other gainful employment except with the prior consent of the Board of DirectorsDirectors of the Corporation. With the prior consent of the Board of Directors, which will not be unreasonably withheldDirectors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments investments, including by acting as trustee for any trust formed for the benefit of himself, his spouse, their respective parents and his lineal descendants, and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's ’s duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (Computer Task Group Inc)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to shall employ the Executive, and the Executive hereby agrees to continue employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation. The Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will perform those duties continue to be elected to the positions of President and discharge those Chief Executive Officer. The Board may appoint another individual as President of the Corporation from time to time. As Chief Executive Officer, the Executive will have all of the duties, responsibilities as are and authority commensurate with the position in companies of similar size and type and such other duties, not inconsistent with his position, and as assigned to him by the Board of Directors may from time to time reasonably directtime, commensurate with subject also at all times to the control of the Board. All employees and independent contractors shall report to Executive or his position. In connection with designee, provided that as necessary for governance purposes the performance of those dutiesChief Financial Officer, the Corporation acknowledges that General Counsel and the audit staff may also report to the Board or a Committee thereof. The Executive may perform those duties at locations other than shall report directly to the Board, which shall have general control of the business of the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept engage in other gainful employment except with the prior consent of the Board of DirectorsDirectors of the Corporation. With the prior consent of the Board of Directors, which will not be unreasonably withheldDirectors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments investments, including by acting as trustee for any trust formed for the benefit of himself, his spouse, their respective parents and his lineal descendants, and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's ’s duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (Computer Task Group Inc)

Employment Duties. Subject to the terms and conditions set forth formal election by the Board of Directors of the Corporation (the "Board") in this Agreementthe exercise of its judgment, the Corporation does hereby agrees to continue to employ the Executive, and the Executive does hereby agrees to continue accept continued employment as Chairman of by the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this AgreementCorporation, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer ("CEO") of the Corporation. The As an executive officer of the Corporation, the Executive will perform those his duties and discharge those his responsibilities as are commensurate in accordance with his position, the by-laws of the Corporation and as the Board of Directors may from time to time reasonably directdirects, commensurate with his positionrecognizing the nature and scope of the Executive's employment. In connection with Subject to yearly election by the performance Board, it is contemplated that the Executive will continue to be elected to the position of those duties, President and CEO of the Corporation acknowledges that Executive may perform those duties at locations other than during the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per monthterm of this Agreement. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability ability. The Executive agrees to devote his full business time and attention to the supervision and conduct of the business and affairs of the Corporation and to use all reasonable efforts faithfully and to the best of his ability promote the interests of the Corporation. The Executive may further agrees that he will engage in no outside business concerns or activities, and will not accept other gainful employment except with employment, without the prior consent Corporation's written consent. The Corporation hereby acknowledges and consents to the Executive continuing to serve on any Boards of Directors on which he currently serves, and on the Boards of other nonprofit or charitable organizations, provided that the Executive agrees not to serve concurrently on the Board of Directors. With Directors of more than one publicly held company during the prior consent term of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunderAgreement.

Appears in 1 contract

Samples: Employment Agreement (Integer Holdings Corp)

Employment Duties. Subject to During the terms and conditions set forth in this Agreementterm of the Executive's employment ----------------- hereunder, the Corporation hereby agrees to continue to shall employ the Executive, Executive and the Executive hereby agrees to continue employment shall serve as Chairman Chief Operating Officer of the Board on and after the Effective Date through and until his Retirement DateCorporation. Subject to the terms authority and conditions set forth in this Agreement, as direction of the Effective DateChairman, the Chief Executive Officer and Board of Directors of the Corporation, the Executive will resign his position shall have supervision and control over, and responsibility for such general management and day-to-day operations of the Corporation as President and may be designated by the Chief Executive Officer Officer. The Executive shall also have such other powers and duties as may from time to time be prescribed by the Board of Directors of the Corporation; provided, however, that such duties are reasonably consistent with the duties normally performed by a Chief Operating Officer. The Executive's principal place of employment shall be at the Corporation's headquarters in Menomonee Falls, Wisconsin; provided, however, that the Executive acknowledges and agrees that she may from time to time be required to travel outside Milwaukee, Wisconsin on behalf of the Corporation. The Executive will perform those duties shall devote her entire working time and discharge those responsibilities as are commensurate with his position, and as efforts to the Board business affairs of Directors may from time to time reasonably direct, commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties its affiliates and discharge his responsibilities in a faithful manner shall faithfully and to the best of his her ability and to use all reasonable efforts to promote the interests of the Corporation. The perform her duties hereunder, provided that Executive may not accept other gainful employment except with the prior consent take reasonable amounts of the Board of Directors. With the prior consent of the Board of Directorstime to serve on corporate, which will not be unreasonably withheld, the Executive may become a director, trustee civil or other fiduciary of other corporations, trusts charitable boards or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they committees if such activities do not materially interfere with the performance of the Executive's duties hereunder. The Executive hereby agrees to serve as an officer of the Corporation and of affiliates of the Corporation as part of her contemplated duties hereunder without additional compensation therefor.

Appears in 1 contract

Samples: Employment Agreement (Kohls Corporation)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to shall employ the Executive, and the Executive hereby agrees to continue employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as Vice President and Chief Executive Financial Officer of the Corporation. The Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will perform those duties continue to be elected to the positions of Executive Vice President and discharge those Chief Financial Officer. The Board may appoint other individuals in financial accounting executive officer positions from time to time. As Chief Financial Officer, the Executive will have all of the duties, responsibilities as are and authority commensurate with the position in companies of similar size and type and such other duties, not inconsistent with his position, and as assigned to him by the Exhibit 10 (e) Board of Directors may from time to time reasonably directtime, commensurate with his positionsubject also at all times to the control of the Board. In connection with The Executive shall report directly to the performance of those duties, the Corporation acknowledges that Chief Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per monthOfficer. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept engage in other gainful employment except with the prior consent of the Board of DirectorsDirectors of the Corporation. With the prior consent of the Board of Directors, which will not be unreasonably withheldDirectors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments investments, including by acting as trustee for any trust formed for the benefit of himself, his spouse, their respective parents and his lineal descendants, and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (Computer Task Group Inc)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees accepts employment, as _________________ of the Corporation, in full charge of the operation of its business and affairs, subject to continue employment as Chairman the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the ___________________________, and subject also at all times to the control of the Board on and after the Effective Date through and until his Retirement Dateof Directors. Subject to the terms yearly election by the Board of Directors in the exercise of its judgment and conditions set forth in consistent with the other provisions of this Agreement, as of the Effective Date, the Executive will resign his continue to be elected to the position as President and Chief Executive Officer of the Corporation__________________________. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, commensurate with his position. In connection with recognizing the performance executive nature and scope of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the CorporationExecutive's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per monthemployment. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of Directors. With the prior consent of the Board of Directors, which will not be unreasonably withheld, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executive's duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (First Niagara Financial Group Inc)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the The Corporation hereby agrees to continue to employ engages and employs Executive as the Executive, and the Executive hereby agrees to continue employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation, and Executive hereby accepts such engagement and employment as the Chief Executive Officer and President of the Corporation, for the term of this Agreement as long as Executive desires to serve. The It is expected that Executive will perform those such duties and discharge those responsibilities as are commensurate with his position, such titles and as the Board of Directors may from of the Corporation shall reasonably determine, and the employment duties of Executive will include reporting directly to the Board of Directors of the Corporation for the full time to time reasonably direct, commensurate with his position. In connection with the high quality performance of those dutiesdirecting, supervising and having responsibility for all aspects of the operations and general affairs of the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of as directed by the Board of Directors. With During the prior consent term of this Agreement, Executive agrees to devote his full-time and attention to the business and affairs of the Board of Directors, which will not be unreasonably withheld, the Corporation and its subsidiaries; provided that Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments and be involved in undertake charitable, civic civic, and religious interests other non-profit activities and business activities related to personal investments so long as they such activities do not materially interfere with the performance of the Executive's his duties hereunder. Executive further agrees to serve without additional compensation as an officer or director of any subsidiaries of the Corporation upon request of the Board of Directors. The Corporation shall elect Executive as a director within three months of the date hereof. Thereafter during the Term the Corporation shall cause Executive to be nominated for reelection as part of management’s nominees at each annual meeting of shareholders.

Appears in 1 contract

Samples: Employment Agreement (Caldera Pharmaceuticals Inc)

Employment Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue accepts employment as Chairman of the Board on and after the Effective Date through and until his Retirement Date. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date, the Executive will resign his position as President and Chief Executive Officer of the Corporation, in full charge of the operation of its business and affairs, subject to the provisions of the by-laws of the Corporation in respect of the duties and responsibilities assigned from time to time by the Board of Directors to the Chairman of the Board and Chief Executive Officer, and subject also at all times to the control of the Board of Directors. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, and as the Board of Directors may from time to time reasonably direct, direct that are commensurate with his position. In connection with the performance of those duties, the Corporation acknowledges that Executive may perform those duties at locations other than the Corporation's executive office and it will not ordinarily require the Executive to be present in the Corporation's executive office more than six days per month. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not accept other gainful employment except with the prior consent of the Board of Directors of the Corporation. To the extent the Executive performs services for any affiliate or subsidiary of the Corporation, the Executive shall be entitled to compensation for such services in amounts approved by the Board of Directors. With the prior consent of the Board of Directors, which will not be unreasonably withheldDirectors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the The Executive may manage his passive investments and be involved in charitable, civic and religious interests organizations so long as they do not materially interfere with the performance of the Executive's duties hereunder. The Executive shall be entitled to make and manage personal investments, provided such investments and any activities undertaken in connection therewith do not violate any restrictive covenants in Sections 12 or 13 of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Rent Way Inc)

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