Executive’s Duties Clause Samples

Executive’s Duties. 3.1 The Executive must use his best endeavours to promote and protect the interests of the Group and must not do anything which is harmful to those interests. The Executive must diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Compa...

Executive’s Duties. The Executive shall, during the continuance of his employment hereunder: (a) serve the Company as an executive director and, in such capacity, perform such duties and exercise the powers from time to time assigned to or vested in him by the Board; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require; (e) keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) comply to the best of his ability with the Listing Rules from time to time in force for so long as the Company is listed on the Stock Exchange; and (g) not demand or accept or permit any member of his family to demand or accept from third parties any gifts, benefits or advantages offered or given to the Executive or a member of his family by reason of his employment with the Company.

Executive’s Duties. (a) Executive shall be Senior Vice President and Chief Information Officer and shall report directly to Employer's Chief Executive Officer or his designee. Executive shall faithfully and diligently perform his duties at the direction of Employer's Chief Executive Officer, or his designee, to the best of Executive's ability. Executive shall (i) devote his best efforts, skill, and ability and full business time and attention to the performance of the services customarily incident to such office, subject to vacations and sick leave as provided herein and in accordance with Employer policy, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer, DealerTrack Holdings, Inc. (the "Parent") or any of its affiliates, including, without limitation, any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive's rights against Employer or any of its affiliates. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Parent or Employer, as applicable, which policies are enforced uniformly and applicable to all similar executives of Employer. (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer's offices at the address set forth in the preamble to this Agreement or at such other location as may be approved by Employer.

Executive’s Duties. The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use his or her best efforts and due diligence to assist the Company in the objective of achieving the most profitable operation of the Company and the Company’s affiliated entities consistent with developing and maintaining a quality business operation and complying with applicable laws. Except as provided in paragraph 3, the Executive shall devote his or her entire business skill, time, and effort diligently to the affairs of the Company in accordance with the duties assigned to the Executive, and the Executive shall perform all such duties, and otherwise conduct himself/herself, in a manner reasonably calculated in good faith by him to promote the best interests of the Company.

Executive’s Duties. (a) The Company hereby agrees to retain Executive, and Executive agrees faithfully and to the best of his ability, in the position of President and Chief Executive Officer, to have general and active management and supervision of the business of the Company and to discharge the duties of said office and perform such other duties and services of an executive, administrative and managerial nature as shall be specified and designated from time to time by the Board of Directors of the Company in connection with the business and activities of the Company; provided that the Company acknowledges that, as described in Section 8(c)(ii) of this Agreement, the assignment of any duties inconsistent with Executive's positions, duties, responsibilities and status with the Company or a change in Executive's reporting responsibilities, titles or offices will constitute a constructive termination providing Executive with the rights described in such Section 8(c)(ii) and elsewhere in this Agreement. (b) Commencing on the Executive Termination Date, Executive agrees to devote his best efforts, energy and skill, and in no event less than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) ▇▇▇▇▇.▇▇▇, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent of the Chairman of the Company (the "Chairman"), serve as consultant to any other entity or person if such entity or person is engaged in Competitive Activities. As used herein, the term "Competitive Activities" means activities and business operations that are competitive with any business operations then conducted or definitively proposed to be conducted by the Company within the same geographic market as that in which the business of the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful that Executive's consulting activities with competitors may benefit the Company through strategic investment or other business opportunities and that Exec...

Executive’s Duties. Executive will serve in the Position shown on Exhibit A, and in that position will assume such duties and perform such tasks as Company from time to time requires.

Executive’s Duties. Executive hereby accepts said employment and agrees to devote his entire working time and attention and best talents and abilities exclusively to the services of the Company as the Board may direct during the term hereof; PROVIDED, HOWEVER, that Executive may engage in and devote time to other non-competitive activities to the extent that such time spent is immaterial and does not interfere with Executive's obligations hereunder.

Executive’s Duties. 2 5. REMUNERATION....................... 3 6.

Executive’s Duties. (a) Executive shall continue as the Chief Operating Officer and President of the Company and shall report directly to the Board of Directors of the Company (the “Board”) or its designee. Executive shall faithfully and diligently perform his duties at the direction of the Board, or its designee, to the best of Executive’s ability. Subject to Section 8(a) of this Agreement, Executive shall (i) devote his full-time business efforts, skill, ability and attention to the performance of the services customarily incident to such office, subject to vacations and sick leave as provided herein and in accordance with the Company policy, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of the Company. (b) Executive agrees to abide by all policies of the Company promulgated from time to time by the Company, which policies are generally enforced uniformly and applicable to all similar executives of the Company. (c) Subject to Section 4(f)(4), and except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at the Company’s offices at the address set forth in the preamble to this Agreement or at such other location as may be approved by the Company.