Common use of Employment Duties Clause in Contracts

Employment Duties. The Company hereby employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of chief executive officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company (the “Board”); provided, however, that the Executive may, subject to approval by the Board, serve on the Board of Directors of not more than two for-profit businesses at any time during the Term that do not compete with the Company and may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman of the Board throughout his service on the Board during the Term.

Employment Duties. The Company hereby employs agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of president and chief executive officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company (the “Board”); provided, however, that the Executive may, subject to approval by the Board, may serve on the Board of Directors of not more than two for-profit businesses one other business at any time during the Term that do does not compete with the Company and may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be President and Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, Board and to have the Executive serve as Chairman a member of the Board throughout his service on the Board during the Term.

Employment Duties. The Company hereby employs agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of chief executive officer President and Chief Executive Officer of the Company and Chief Executive Officer of Parent’s Global Power Group and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board Chief Executive Officer and/or Chief Operating Officer of Directors of the Company (the “Board”)Parent; provided, however, that the Executive may, subject to approval by the BoardChief Executive Officer of the Parent, serve on the Board board of Directors directors of not more than two one for-profit businesses business at any time during the Term that do does not compete with the Company Parent or any of its subsidiaries and may participate in civic, charitable charitable, industry, and industry professional organizations to the extent that such participation does not materially interfere with the performance of his Executive’s duties hereunder. The Chief Executive Officer has approved of the Executive serving on the board of directors of Cotton Holdings, Inc. The Executive’s title shall be President and Chief Executive OfficerOfficer of the Company and Chief Executive Officer of Parent’s Global Power Group, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the BoardCompany consistent with such position, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses of similar size in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman of the Board throughout his service on the Board during the Term.

Employment Duties. The Company hereby employs agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of chief executive officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company (the “Board”); provided, however, that the Executive may, subject to approval by the Board, may serve on the Board of Directors of not more than two for-profit businesses one other business at any time during the Term Term, and a second business with the consent of the Board of Directors, which consent shall not be unreasonably withheld or delayed; provided, further, that do in each case those businesses may not compete with the Company and Company. In addition, Executive may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, Board and to have the Executive serve as Chairman a member of the Board throughout his service on the Board during the Term.

Employment Duties. The Company hereby employs agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of chief executive officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company (the “Board”); provided, however, that the Executive may, subject to approval by the Board, may serve on the Board of Directors of not more than two for-profit businesses one other business at any time during the Term that do does not compete with the Company and may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, Board and to have the Executive serve as Chairman a member of the Board throughout his service on the Board during the Term.

Employment Duties. The Company hereby employs agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, Company in the capacity of chief executive officer Chief Executive Officer of the Company Parent and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company Parent (the “Board”); provided, however, that the Executive may, subject to approval by the Board, serve on the Board of Directors of not more than two for-profit businesses at any time during the Term that do not compete with the Company Parent or any of its subsidiaries and may participate in civic, charitable charitable, industry, and industry professional organizations to the extent that such participation does not materially interfere with the performance of his Executive’s duties hereunder. The Executive’s title shall be Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United Statesbusinesses. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause Parent to nominate the Executive for election to the Board by the shareholders of Parent at its Annual Meeting of Shareholders to be elected to the Boardheld May 5, 2010, and to have at each subsequent Annual Meeting at which the Executive serve as Chairman of the Board throughout his service Executive’s position on the Board during the Termis up for election.

Employment Duties. The Company hereby employs shall engage the Executive to serve as Chief Operations Officer of the Company. The Executive shall have such duties and authority as set forth on Annex A attached hereto. The Executive shall serve the Company in such capacity for the Term (Employment Period as defined in Section 2.1), 2. The Executive shall report to render exclusive and full-time services the Chief Executive Officer. The Executive agrees that during the term of his employment rendered to the Company, in he shall devote his professional attention, knowledge and experience and give his best effort, skill and abilities to promote the capacity business and interests of chief executive officer the Company. The Executive agrees to accept direction from Chief Executive Officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”); provided, however, that the . The Executive may, subject agrees to approval by the Board, serve on the Board of Directors of not more than two for-profit businesses at any time during the Term that do not compete faithfully and diligently perform such reasonable duties commensurate with the Company and position of Chief Operations Officer as may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board. For purposes of clarity, and except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall have all authorities not be deemed to constitute services of the Executive as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely an agent of any such other organization to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve or as Chairman an agent by or on behalf of the Board throughout his service on the Board during the TermCompany to such other organizations unless expressly delegated in writing to such effect.

Employment Duties. The Company hereby employs the Executive for the Term (as defined in Section 2.12. 1), to render exclusive and full-time services to the Company, in the capacity of president and chief executive officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company (the “"Board”"); providedPROVIDED, however, that the Executive may, subject to approval by the Board, serve on the Board of Directors of not more than two for-profit businesses at any time during the Term that do not compete with the Company and may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s 's title shall be President and Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s 's duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman of the Board throughout his service on the Board during the Term.

Employment Duties. The Company hereby employs shall engage the Executive to serve as President and CEO of the Company. The Executive shall serve the Company in such capacity for the Term (“Employment Period” as defined in Section 2.1)2. The Executive agrees that during the term of his employment hereunder, he shall devote approximately seventy-five to render exclusive one hundred percent (75% - 100%) of his professional working time, attention, knowledge and full-time services experience and give his best effort, skill and abilities to promote the Company, in the capacity of chief executive officer business and interests of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned directed by the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”); provided, however, . The Company acknowledges and agrees that the services rendered to the Company shall not be exclusive to the Company and the Executive may pursue other business activities so long as such other business activities are not in conflict with the Company. In the event that the Executive mayis retained as an officer, subject to approval by the Boarddirector, serve on employee or consultant of another business, he shall notify the Board of Directors of not more than two for-profit businesses at any time during the Term that do not compete such engagement within five (5) business days. The Executive agrees to faithfully and diligently perform such reasonable duties commensurate with the Company and position of President as may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board. For purposes of clarity, and except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall have all authorities not be deemed to constitute services of the Executive as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely an agent of any such other organization to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman or by or on behalf of the Board throughout his service on the Board during the TermCompany to such other organizations unless expressly delegated in writing to such effect.

Employment Duties. The Company hereby employs agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the CompanyCompany , in the capacity of president and chief executive officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company (the “Board”); provided, however, that the Executive may, subject to approval by the Board, may serve on the Board of Directors of not more than two for-profit businesses one other business at any time during the Term that do does not compete with the Company and may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be President and Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, Board and to have the Executive serve as Chairman a member of the Board throughout his service on the Board during the Term.

Employment Duties. The Company hereby employs shall engage the Executive to serve as President and Chief Operating Officer of the Company. The Executive shall serve the Company in such capacity for the Term (“Employment Period” as defined in Section 2.1)2. The Executive agrees that during the term of his employment hereunder, he shall devote approximately Sixty Percent (60%) of his professional working time, attention, knowledge and experience and give his best effort, skill and abilities to render exclusive promote the business and full-time services to the Company, in the capacity of chief executive officer interests of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned directed by the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”); provided, however, . The Company acknowledges and agrees that the Executive may, subject services rendered to approval by the Board, serve on the Board of Directors of Company shall not more than two for-profit businesses at any time during the Term that do not compete with be exclusive to the Company and the Executive may participate pursue other business activities so long as such other business activities are not in civic, charitable and industry organizations to the extent that such participation does not materially interfere conflict with the performance of his duties hereunderCompany. The Executive’s title shall be Chief Executive Officer, or agrees to faithfully and diligently perform such other titles of at least equivalent level consistent reasonable duties commensurate with the Executive’s duties position of President and Chief Operating Officer as may from time to time as may be assigned to the Executive by the Board. For purposes of clarity, and except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall have all authorities not be deemed to constitute services of the Executive as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely an agent of any such other organization to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman or by or on behalf of the Board throughout his service on the Board during the TermCompany to such other organizations unless expressly delegated in writing to such effect.

Employment Duties. The Company hereby employs shall engage the Executive to serve as Chief Executive Officer of the Company. The Executive shall serve the Company in such capacity for the Term (“Employment Period” as defined in Section 2.1)2. The Executive agrees that during the term of his employment hereunder, he shall devote approximately Seventy-Five Percent (75%) of his professional working time, attention, knowledge and experience and give his best effort, skill and abilities to render exclusive promote the business and full-time services to the Company, in the capacity of chief executive officer interests of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned directed by the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”); provided, however, . The Company acknowledges and agrees that the Executive may, subject services rendered to approval by the Board, serve on the Board of Directors of Company shall not more than two for-profit businesses at any time during the Term that do not compete with be exclusive to the Company and the Executive may participate pursue other business activities so long as such other business activities are not in civic, charitable and industry organizations to the extent that such participation does not materially interfere conflict with the performance of his duties hereunderCompany. The Executive’s title shall be Executive agrees to faithfully and diligently perform such reasonable duties commensurate with the position of Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties Officer as may from time to time as may be assigned to the Executive by the Board. For purposes of clarity, and except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall have all authorities not be deemed to constitute services of the Executive as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely an agent of any such other organization to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman or by or on behalf of the Board throughout his service on the Board during the TermCompany to such other organizations unless expressly delegated in writing to such effect.

Employment Duties. The Company hereby employs shall engage the Executive to serve as Secretary of the Company. The Executive shall serve the Company in such capacity for the Term (“Employment Period” as defined in Section 2.1)2. The Executive agrees that during the term of his employment hereunder, he shall devote approximately Sixty Percent (60%) of his professional working time, attention, knowledge and experience and give his best effort, skill and abilities to render exclusive promote the business and full-time services to the Company, in the capacity of chief executive officer interests of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned directed by the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”); provided, however, . The Company acknowledges and agrees that the Executive may, subject services rendered to approval by the Board, serve on the Board of Directors of Company shall not more than two for-profit businesses at any time during the Term that do not compete with be exclusive to the Company and the Executive may participate pursue other business activities so long as such other business activities are not in civic, charitable and industry organizations to the extent that such participation does not materially interfere conflict with the performance of his duties hereunderCompany. The Executive’s title shall be Chief Executive Officer, or agrees to faithfully and diligently perform such other titles of at least equivalent level consistent reasonable duties commensurate with the Executive’s duties position of Secretary as may from time to time as may be assigned to the Executive by the Board. For purposes of clarity, and except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall have all authorities not be deemed to constitute services of the Executive as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely an agent of any such other organization to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman or by or on behalf of the Board throughout his service on the Board during the TermCompany to such other organizations unless expressly delegated in writing to such effect.

Employment Duties. The Company hereby employs shall engage the Executive to serve as Chief Executive Officer of the Company. The Executive shall serve the Company in such capacity for the Term (“Employment Period” as defined in Section 2.1)2. The Executive agrees that during the term of his employment hereunder, he shall devote approximately 75% of his professional working time, attention, knowledge and experience and give his best effort, skill and abilities to render exclusive promote the business and full-time services to the Company, in the capacity of chief executive officer interests of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned directed by the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”); provided, however, . The Company acknowledges and agrees that the Executive may, subject services rendered to approval by the Board, serve on the Board of Directors of Company shall not more than two for-profit businesses at any time during the Term that do not compete with be exclusive to the Company and the Executive may participate pursue other business activities so long as such other business activities are not in civic, charitable and industry organizations to the extent that such participation does not materially interfere conflict with the performance of his duties hereunderCompany. The Executive’s title shall be Executive agrees to faithfully and diligently perform such reasonable duties commensurate with the position of Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties Officer as may from time to time as may be assigned to the Executive by the Board. For purposes of clarity, and except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall have all authorities not be deemed to constitute services of the Executive as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely an agent of any such other organization to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman or by or on behalf of the Board throughout his service on the Board during the TermCompany to such other organizations unless expressly delegated in writing to such effect.

Employment Duties. The Company hereby employs shall engage the Executive to serve as Chief Financial Officer and Treasurer of the Company. The Executive shall serve the Company in such capacity for the Term (“Employment Period” as defined in Section 2.1)2. The Executive agrees that during the term of his employment hereunder, he shall devote approximately Sixty Percent (60%) of his professional working time, attention, knowledge and experience and give his best effort, skill and abilities to render exclusive promote the business and full-time services to the Company, in the capacity of chief executive officer interests of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned directed by the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”); provided, however, . The Company acknowledges and agrees that the Executive may, subject services rendered to approval by the Board, serve on the Board of Directors of Company shall not more than two for-profit businesses at any time during the Term that do not compete with be exclusive to the Company and the Executive may participate pursue other business activities so long as such other business activities are not in civic, charitable and industry organizations to the extent that such participation does not materially interfere conflict with the performance of his duties hereunderCompany. The Executive’s title shall be Chief Executive Officer, or agrees to faithfully and diligently perform such other titles of at least equivalent level consistent reasonable duties commensurate with the Executive’s duties position of Chief Financial Officer and Treasurer as may from time to time as may be assigned to the Executive by the Board. For purposes of clarity, and except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall have all authorities not be deemed to constitute services of the Executive as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely an agent of any such other organization to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman or by or on behalf of the Board throughout his service on the Board during the TermCompany to such other organizations unless expressly delegated in writing to such effect.

Employment Duties. The Company hereby employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of president and chief executive officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company (the “Board”); provided, however, that the Executive may, subject to approval by the Board, serve on the Board of Directors of not more than two for-profit businesses at any time during the Term that do not compete with the Company and may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be President and Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board, and to have the Executive serve as Chairman of the Board throughout his service on the Board during the Term.