Position and Duties Sample Clauses
The "Position and Duties" clause defines the employee's job title and outlines their primary responsibilities within the organization. It typically specifies the role the employee will hold, the department or supervisor they will report to, and may include a summary of key tasks or expectations. By clearly establishing the scope of the employee's role, this clause helps prevent misunderstandings about job functions and ensures both parties have a mutual understanding of the employee's obligations.
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Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of th...
Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.
Position and Duties. (i) During the Employment Period, (A) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Employer.
Position and Duties. (a) During the Employment Period, Employee shall serve as Chief Financial Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Financial Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Chief Executive Officer and President of the Company and the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct.
(b) During the Employment Period, Employee shall report to the Chief Executive Officer and President and the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates.
(c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment.
(d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.
Position and Duties. (a) As of the Effective Date, the Executive shall serve as Vice President, General Counsel and Corporate Secretary of ▇▇▇ Energy, and also as the Vice President, General Counsel and Corporate Secretary of ▇▇▇ Operating, in which capacities the Executive shall perform the usual and customary duties of such offices, which are normally inherent in such capacities in U.S. publicly held corporations of similar size and character as the Company. The Executive shall report to the President and Chief Executive Officer of ▇▇▇ Energy. The Executive agrees and acknowledges that, in connection with her employment relationship with the Company, the Executive owes fiduciary duties to the Company and, if applicable, its subsidiaries, and will act accordingly.
(b) During the Employment Period, the Executive agrees to devote substantially her full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of her ability to further the best interests of the Company and its shareholders. Subject to Section 9 herein, the Executive may only serve as a director of other companies if such service is approved in advance by the Board of Directors of ▇▇▇ Energy (the “Board”), so long as such service is not detrimental to the Company, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest. The Executive may invest her own assets in such form or manner as will not require her services in the daily operations of the affairs of the companies in which such investments are made, provided that no such investment violates the Executive’s obligations under Section 2(d) or 9 herein.
(c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that she shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that she shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such.
(d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include the following:
(i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontra...
Position and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the President and Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s position as the President and Chief Executive Officer of the Company. The Executive shall report to the Board.
(b) During the Employment Term, the Executive shall devote all of the Executive’s business time, energy and skill and the Executive’s efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on one or more non-profit organization boards of directors, subject to informing and consulting with the Board; (ii) one or more for-profit company boards of directors, subject to the prior written approval of the Board; (iii) participating in charitable, civic, educational, professional, community or industry affairs; and (iv) managing the Executive’s passive personal investments so long as such activities, individually or in the aggregate, do not materially interfere or conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict of interest.
(c) The Executive shall become a member of the Board as of the Effective Date (as defined in Section 2 hereof). Subject to Section 8(e) hereof, during the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. EXECUTION VERSION
Position and Duties. The Executive shall serve as Executive Vice President of the Company with responsibilities and authority as may from time to time be assigned by the Chief Executive Officer and/or the Board of Directors of the Company. Executive agrees to perform faithfully and industriously the duties which the Company may assign to him.
Position and Duties. (a) During the Employment Period, Employee shall serve as Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct.
(b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates.
(c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment.
(d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.
Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.
Position and Duties. (a) During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position, including those duties described on Exhibit A hereto, subject to the power of the Board of Directors of the Company (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as requested by the BHI Board from time to time, subject to the oversight and direction of the respective boards of directors of such entities.
(b) During the Employment Period, the Executive shall be included in the management’s slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI’s stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration payable to Executive for that service. Upon the Date of Termination, Executive shall, at the BHI Board’s request, resign from the Company Board, the BHI Board and any other board or committee of the Company, BHI or any of their respective subsidiaries or affiliates.
(c) During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive’s ability to discharge his duties hereunder.
(d) Executive shall perform Executive’s duties and responsibilities with his principal office located in the Atlanta, Georgia metropolitan area.