Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.
Appears in 1 contract
Position and Duties. (a) During the TermEmployment Period, the Executive shall serve as the Executive Chairman of the CompanyVice President, Chief Strategy Officer. Executive’s Executive shall have such responsibilities, duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureauthorities, and similar activities; (c) will render such services for the Company’s overall strategy, including organization structure, compensation strategy Company and products its Subsidiaries or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with Affiliates as the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, Company (1the “Board”) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required may from time to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directorstime direct. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board devote her best efforts, energies and retain responsibility for capital allocation abilities and capital market activities; significant mergerher full business time, acquisition, divestiture, or similar activities; skill and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts attention to the business and affairs of the CompanyCompany and its Subsidiaries, consistent and shall perform her duties and responsibilities to the best of her ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the businesses of Company and its Subsidiaries. Executive acknowledges that her duties and responsibilities will require her full time business efforts and agrees that during the Employment Period she will not engage in any other business activity or have any business pursuits that interfere with completion of his job Executive’s duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation and responsibilities under this Agreement or are competitive with the businesses of the foregoing for Company. Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and effort to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld)providing service to, serve or serving on corporate, industrygoverning boards of, civic or and charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)organizations, and (ii) manage his personally investing and managing personal and family investments in real estate and in any corporation, partnership or family investmentsother entity; but in each case, so long only to the extent that any of the activities described in clauses (i) or (ii), individually or as none a whole, do not
(A) require or involve the active participation of such activities significantly interferes Executive in the management of any corporation, partnership or other entity or interfere with the execution of Executive’s duties hereunder, or (B) otherwise violate any provision of this Agreement.
(b) For purposes of this Agreement, (i) “Subsidiaries” means any corporation or other entity
Appears in 1 contract
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee Effective as of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Closing Date, the Executive will become Chairman continue to be employed by the Company, on a full-time basis, as its Chief Executive Officer. In addition, as of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the TermClosing, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not will be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue appointed to serve as a member of and Chairman of the board Board of directors Directors of Parent (or board including any committees thereof (subject to Nasdaq requirements), the “Board”). Parent agrees to propose to the shareholders of trustees) or Parent at each appropriate annual meeting during the term hereof the election of the Executive as a committee membermember of the Board, provided that the failure of the shareholders to so elect the Executive, and/or the failure of the Executive to continue to serve as Chairman of the case may beBoard, shall not constitute Good Reason for termination by the Executive of Consolidated Precision Products Corp.his employment hereunder, Cristo Rey National Networkand provided further that the Executive shall resign from the Board effective immediately upon termination of his employment for any reason.
(b) The Executive’s duties, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇authorities, and responsibilities shall be those typical of a Chief Executive Officer of a company with the size and scope of the Company. The Executive agrees that, while employed by the Company, he will devote his reasonable best efforts, business judgment, skill and knowledge to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them. Notwithstanding the foregoing, the Cleveland Clinic Executive may (i) serve on the managing boards of for-profit or not-for-profit entities with the prior approval of the Board, including without limitation the Executive’s continued service as Director and Executive Chairman of the Rock and Roll Hall Board of Fame)Directors of the National Hellenic Research Foundation, and which the Board hereby approves, (ii) manage his participate in charitable, community, trade, or industry groups and activities and, (iii) engage in personal investment activities, in each case to the extent such activities, individually or family investmentsin the aggregate, so long as none do not materially interfere with the performance of such activities significantly interferes with the Executive’s duties hereunderunder this Agreement, create a conflict of interest, or violate any provision of Section 3 of this Agreement.
(c) The Executive agrees that, while employed by the Company, he will comply in all material respects with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.
Appears in 1 contract
Sources: Employment Agreement (Advent Technologies Holdings, Inc.)
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation During the Protection Period, (A) 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 90-day period immediately preceding the Change of Control Date and (B) except when traveling in the investor relations functionnormal course of business, Executive's services shall be performed at the location where Executive was employed immediately preceding the Change of Control Date or any office or location less than twenty-five (25) miles from such location; provided, however, that Executive shall be deemed conclusively to have agreed to the terms of any alternative job assignment unless, within thirty (j30) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed days after being informed by the Company of such alternative job assignment, Executive Chairman informs the Company in writing that Executive deems such alternative job assignment to be inconsistent with the requirements of clause (A) and/or clause (B) above and the Board reasons therefor and the Company fails to rectify any such inconsistencies within thirty (30) days of Directorsreceiving such Notice. In order No change in status, office, title or reporting requirements shall be deemed to provide for an orderly transition have occurred by reason of senior executive leadership, it a change in the personnel holding any position in the Company or by reason of a change which is anticipated that inherent in the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman occurrence of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership transaction constituting a Change of the Board of Directors. Control.
(ii) During the TermProtection Period, the and excluding any periods of vacation and sick leave to which Executive shall is entitled, Executive agrees to devote significant working his full time and efforts attention spent on business matters to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to Executive Chairman as set forth above; providedhereunder, that to use Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Protection Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Boardfulfill speaking engagements or teach at educational institutions, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trusteesC) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)manage personal investments, and (iiD) manage his personal or family investmentsperform such other activities as the Board of Directors may approve, so long as none such activities do not interfere with the performance of 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 Executive prior to the Change of Control Date, the continued conduct of such activities significantly interferes (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to interfere with the performance of Executive’s duties hereunder's responsibilities to the Company.
Appears in 1 contract
Sources: Change of Control Severance Agreement (Brooks Fiber Properties Inc)
Position and Duties. (a) During the TermEmployment Term (as defined in Section 2 hereof), the Executive shall serve as the President and Chief Executive Chairman Officer of the Company. Executive’s duties In this capacity, the Executive shall have the duties, authorities and responsibilities as may reasonably be assigned to the Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with by the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, Company (1the “Board”) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and are not inconsistent with the Executive’s consent, modify position as President and Chief Executive Officer of the Company. The Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection principal place of employment with the modification of Executive’s duties after the completion of calendar year 2022Company shall be in New Albany, Ohio provided that the Executive will become Chairman of understands and agrees that the Board and retain responsibility Executive may be required to travel from time to time for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of business purposes. The Executive shall report directly to the Board of Directors. Board.
(b) During the Employment Term, the Executive shall devote significant working time all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to the business and affairs performance of the Executive’s duties with the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, provided that it the foregoing shall not be considered a violation of the foregoing for prevent the Executive to from (i) serving on the boards of directors of non-profit organizations and, with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Executive’s passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict. Executive presently serves on the board of directors of two for profit companies, and the Company approves such continuing service, so long as such service does not create a business or fiduciary conflict.
(c) The Board shall take such action as may be necessary to appoint or elect the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board Board as of directors the Effective Date (or board of trustees) or as defined in Section 2 hereof). Thereafter, during the Employment Term, the Board shall nominate the Executive for re-election as a committee membermember of the Board at the expiration of the then current term, as provided that the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, foregoing shall not be required to the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal extent prohibited by legal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunderregulatory requirements.
Appears in 1 contract
Sources: Employment Agreement (Commercial Vehicle Group, Inc.)
Position and Duties. (a) During the TermEmployment Period, the Executive shall serve be employed as the Vice President Shared Services (Information Technology, Human Resources, Business Services Center) of the Company and shall report directly to the Chief Executive Chairman Officer. As requested by ▇▇▇▇▇▇ Group Limited (“▇▇▇▇▇▇”), the Executive shall also be seconded to ▇▇▇▇▇▇ as is necessary to perform faithfully and efficiently the duties, obligations and responsibilities as the Vice President Shared Services of ▇▇▇▇▇▇. The Executive shall report directly to the Chief Executive Officer of ▇▇▇▇▇▇ in connection with the Executive’s duties as Vice President Shared Services of ▇▇▇▇▇▇. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company under this Agreement shall include the duties, obligations and responsibilities of Executive to ▇▇▇▇▇▇.
(b) The Executive’s duties and responsibilities to the Company shall at all times be consistent with his position as an executive officer of the Company. Executive’s duties as Executive Chairman shall include: (a) During the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureEmployment Period, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy excluding any periods of vacation and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required leave to perform which the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022entitled, the Executive will become Chairman agrees to devote all of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working his time and efforts attention during normal business hours to the business and affairs of the Company, consistent with completion of Company and to use his job reasonable best efforts to perform faithfully and efficiently the duties as Executive Chairman as set forth above; provided, that and responsibilities assigned to him hereunder. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (providedcommittees, that without deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family’s personal investments and affairs, so long as such prior consent activities do not significantly interfere with the performance of the BoardExecutive’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 Executive shall, subject reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the limitation set forth below, Effective Date shall not thereafter be permitted deemed to continue to serve as a member interfere with the performance of the board Executive’s responsibilities to the Company. The Executive’s principal place of directors (employment shall be the executive offices of the Company in West Palm Beach, Florida or board of trustees) or as a committee memberany location less than 30 miles from such location, as although the case Executive understands and agrees that he may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ be required to travel from time to time for business purposes including in connection with the secondment to ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.
Appears in 1 contract
Position and Duties. During the Term, the (a) Executive shall serve as the Chief Legal Officer and Secretary of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive Chairman by the Company’s Chief Executive Officer, Board of Directors (the “Board”) and/or Executive Committee of the Board (the “Executive Committee”), all subject to the power and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. Executive’s Executive shall perform his primary duties as Executive Chairman shall include: (a) at the Company’s capital allocation headquarters in Braselton, Georgia or at the new Duluth, Georgia headquarters once open subject to reasonable travel requirements. Until the Executive completes his permanent relocation to the Duluth, GA area within eighteen months of the Effective Date, Executive shall commute from his Cincinnati, OH home and capital market activities; work four-days a week from the Company's headquarters during a normal week.
(b) Executive shall report to the Company’s merger, acquisition, divestitureChief Executive Officer (the “Supervisor”), and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working Executive’s full-time business energies and efforts attention to the business and affairs of the CompanyCompany and its Affiliates. Executive shall perform Executive’s duties, consistent responsibilities and functions to the Company and its Affiliates hereunder in a diligent, trustworthy, professional, ethical and efficient manner and shall comply with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation the policies and procedures of the foregoing for Company and its Affiliates and will cooperate fully with the Board in the advancement of the best interests of the Company. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Affiliate. Further, nothing in this Agreement shall limit Executive’s ability to: (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the any board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investmentsfor any non-profit organization, so long as none such membership does not interfere materially or conflict with Executive’s obligations to the Company or any Affiliate; (ii) continue service as a director of Everywhere Communications, Inc., or (iii) as otherwise agreed by the Board in writing.
(c) For purposes of this Agreement, “Affiliate” shall mean with respect to any given entity, any other entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such entity. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such activities significantly interferes with entity, whether through the Executive’s duties hereunderownership of voting securities, by contract or otherwise.
Appears in 1 contract
Position and Duties. (i) During the TermInitial Period, the Executive shall serve as the Executive Chairman President and Chief Operating Officer of the Company. Executive’s duties as Executive Chairman shall include: (a) , and, during the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the TermSecond Period, the Executive shall serve as the President and Chief Executive Officer of the Company, in each case, with such duties and responsibilities as are customarily assigned to such positions. During the Initial Period, the Executive shall report directly to the Initial CEO. The Board of Directors of the Company (the “Board”) shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. The Executive shall be appointed to the Board and shall serve on the Board during the Employment Period, subject to election by the shareholders of the Company, without additional consideration.
(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 significant working substantially all of his business attention and time and efforts to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with subject to the prior consent approval of the Board (which consent shall not unreasonably be withheld)Board, serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none 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 and set forth on Schedule A hereto, the continued conduct of such activities significantly interferes (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 duties hereunderresponsibilities to the Company.
(b) Compensation (i)
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of President and Chief Operating Officer with substantially similar duties to those performed by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located; provided, however, that in the event of the departure of the Chief Executive Officer of the Company incumbent in that position on the Effective Date the Executive's services shall be performed at the Executive's location on the Effective Date, unless the Executive agrees in writing to a different location.
(ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles and reporting relationships), 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 90-day period immediately preceding the Change of Control Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office or location less than thirty-five (35) miles from such location.
(iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation agrees to devote reasonable attention and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual time during normal business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts hours to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none of such activities do not significantly interferes interfere with the Executive’s duties hereunder.performance of
Appears in 1 contract
Sources: Employment Agreement (Usair Inc)
Position and Duties. During the Term, the Executive shall serve as the Chief Executive Chairman Officer (“CEO”) of the Company and the Parent (and, in his discretion, any major subsidiary of the Company. Executive’s ) and as Chairman and a member of the board of directors of the Parent (the “Board”) and as Chairman and a member of the board of managers of the Company, with such customary responsibilities, duties as Executive Chairman shall include: and authority normally associated with such positions in a company the nature and size of the Parent and the Company (a) including, without limitation, day-to-day responsibility for operating the Parent, the Company and their respective subsidiaries, overseeing all operational aspects of the Parent’s, the Company’s capital allocation and capital market activities; (btheir respective subsidiaries’ businesses and hiring and firing other members of management) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed may be assigned by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and consistent with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 positions and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directorsauthorities. During the Term, Executive shall report directly to the Board and all executives of the Parent and the Company and the senior officers of any subsidiary of the Company shall report directly to Executive or his designee. The Company agrees to amend its limited liability agreement to be consistent with this Section 1(c) and this Agreement. During the Term, Executive shall devote significant substantially all of Executive’s working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it Company (which shall include service to its subsidiaries and affiliates) and shall not be considered a violation of the foregoing for the Executive to engage in outside business activities (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve including serving on corporate, industry, civic or charitable outside boards or committees (provided, that committees) without such prior the consent of the Board, the provided that Executive shall, subject to the limitation set forth below, shall be permitted to continue to (i) manage Executive’s personal, financial and legal affairs, (ii) participate in trade associations, (iii) serve as a member of on the board of directors (of not-for-profit or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)tax-exempt charitable organizations, and (iiiv) manage his personal or family investmentsserve on one outside for-profit public company board of directors, so long in each case, subject to Section 5 and the Proprietary Information Agreement (as none defined below) and, in the case of clauses (i)-(iii) provided that such activities significantly interferes do not materially interfere with the Executive’s performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and policies of the Company and its affiliates as adopted from time to time, in each case as amended from time to time, as delivered or made available to Executive (each, a “Policy”). The Parent agrees not to establish or operate an intermediary company or companies (or other entity) between the Parent and the Company in a manner which adversely affects Executive’s authorities, duties or entitlements under this Agreement and the Parent and the Company agree not to give the President’s title for the Parent or the Company to any person other than Executive without Executive’s prior consent.
Appears in 1 contract
Sources: Employment Agreement (PPD, Inc.)
Position and Duties. (a) During the TermEmployment Period, the Executive shall (i) serve as a senior executive officer of the Executive Chairman Company and as a director and senior executive officer of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities's subsidiary, Ascent Sports Holdings, Inc.; (bii) assist with the Company’s mergermanagement of the sports-related businesses owned and operated as of the Effective Date by the Company and its subsidiaries (collectively, acquisition, divestiture, "Ascent") and similar activitiesthe closing of the sale of such sports-related businesses; (ciii) assist with the Company’s overall strategy, including organization structure, compensation strategy preparation and products or markets servedfiling of SEC filings for Ascent and the maintenance of administrative functions for Ascent; (div) seek and develop community development opportunities for LMC and the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performanceCompany to consider; and (2v) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman Company and the Board Executive.
(b) During the Employment Period, and excluding any periods of Directors. In order vacation and sick leave to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, which the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Termis entitled, the Executive shall devote significant working reasonable attention and time and efforts during normal business hours to the business and affairs of the CompanyCompany and, consistent with completion to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently. Subject to the provisions of his job duties as Executive Chairman as set forth above; providedSection 7 below, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedii) deliver lectures, that without fulfill speaking engagements or teach at educational institutions, (iii) manage personal investments, and (iv) engage in employment with, or provide consulting services to, one or more other entities, so long as such prior consent activities do not significantly interfere with the performance of the BoardExecutive's responsibilities as an employee of the Company in accordance with this Agreement.
(c) The Executive's services shall be performed primarily at the principal office location where the Executive performed his duties immediately prior to the Effective Date (or otherwise within 35 miles of such office), subject to any reasonable travel requirements necessary to perform his duties hereunder (which shall not require any more travel than was customary for the Executive prior to the Effective Date).
(d) During the Employment Term, the Executive shall, subject shall report to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. Gary ▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, such other individual as the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with Board designates by notice to the Executive’s duties hereunder.
Appears in 1 contract
Sources: Employment Agreement (Ascent Entertainment Group Inc)
Position and Duties. During (i) Executive shall initially serve as President of FR and shall assume the Termadditional role of Chief Executive Officer of FR on December 1, 2016 (or such earlier date as Executive and the Board of Directors of FR (the “Board”) mutually agree), and shall perform customary and appropriate duties as may be reasonably assigned to the Executive from time to time by the Board. The Executive shall have such responsibilities, power and authority as those normally associated with the position of President and Chief Executive Officer (once he assumes the role) in public companies of a similar stature to FR. Once Executive assumes the role of Chief Executive Officer, he shall be the senior-most executive of each of the Companies and shall report solely and directly to the Board. The Executive shall be appointed to the Board on the Effective Date, and shall be nominated for reelection to the Board at each subsequent meeting of FR shareholders occurring during the Employment Period at which the Executive’s Board seat is up for election, and so long as the Executive remains on the Board shall serve without compensation other than that herein provided. Unless otherwise requested by the entire Board, upon the cessation of Executive’s employment with the Employer for any reason, the Executive shall serve as resign from the Board.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022entitled, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall agrees to devote significant working his full professional time and efforts attention to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities at reasonably appropriate locations. During the Employment Period, it shall not be considered a violation of the foregoing this Agreement for the Executive to serve (iA) with on the prior consent board of one other for-profit corporation selected by the Executive (subject to the reasonable approval of the Board (which consent shall not unreasonably be withheldBoard), serve or (B) on corporate, industry, civic or charitable boards or committees (providedcommittees, that without such prior consent of the Boardor to deliver lectures, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic teach at educational institutions and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none the activities described in the preceding clauses (A) and (B) do not materially interfere with the performance of such activities significantly interferes with the Executive’s duties hereunderresponsibilities in accordance with this Agreement and the Executive complies with applicable provisions of FR’s Code of Business Conduct and Ethics.
Appears in 1 contract
Position and Duties. (i) During the Term, the Executive Employee shall serve as the Executive Chairman Senior Vice President – Human Resources of the Company. Executive’s In so doing, Employee shall have such powers and duties as Executive Chairman shall include: (a) including holding officer positions with one or more Subsidiaries of the Company’s capital allocation ) as may be assigned from time to time by the Board, so long as such powers and capital market activities; (b) duties are reasonable and customary for a senior vice president – human resources of an enterprise comparable to the Company’s merger, acquisition, divestiture, and similar activities; (c) . Employee shall report to the Company’s overall strategy, including organization structure, compensation strategy and products executive officer of the Company to whom Employee currently reports or markets served; (d) to such other executive officer of the Company’s annual business plan and public guidance; (e) in conjunction with Company as the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required may from time to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, time determine after the completion of calendar year 2022 and with date hereof (the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. “Reporting Officer”).
(ii) During the Term, the Executive shall and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote significant working all of Employee’s business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct.
(iii) Employee shall not engage, consistent directly or indirectly, in any other business, investment, or activity that interferes with completion the performance of his job Employee’s duties as Executive Chairman as set forth aboveunder this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Term, it shall not be considered a violation of the foregoing this Agreement for the Executive Employee to (i1) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board similar governing body) of trusteesone or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall not be unreasonably withheld) for such service, (2) serve on corporate, civic, charitable or as a committee memberindustry sector association boards or committees, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), (3) deliver lectures or fulfill speaking engagements and (ii4) manage his personal or family investments, so long as none of such activities significantly interferes do not materially interfere with the Executiveperformance of Employee’s duties hereunderresponsibilities as an employee of the Company in accordance with this Agreement.
Appears in 1 contract
Position and Duties. During the Term, the Executive shall serve be employed by and have positions with any Rocket Company as determined by the Executive Chairman Company in its discretion. As of the CompanyEffective Date, Executive has been appointed Chief Executive Officer of each of RKT Holdings, LLC and Rock Central LLC. Executive’s duties as Executive Chairman shall include: be appointed Chief Executive Officer (aon an interim basis) the Company’s capital allocation and capital market activities; (b) the Company’s mergerof Rocket Companies, acquisitionInc., divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with reporting directly to the Board of Directors of Rocket (the “Board”), effective June 1, 2023 (or the Compensation Committee of the Board of Directors, such earlier date as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed may be determined by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Board, the “Rocket CEO Appointment Date”). Executive will become Chairman of shall have such responsibilities, duties, and authorities as are assigned by the Board and retain responsibility for capital allocation are commensurate with Executive’s position. Executive may be assigned to a different role by the Board upon appointment of a successor Chief Executive Officer. Executive shall fulfill his duties and capital market activities; significant mergerresponsibilities in a diligent, acquisition, divestiture, or similar activities; trustworthy and leadership appropriate manner and in compliance with the policies and practices of the Board of DirectorsCompany and applicable law. During the Term, the Executive shall devote significant working a majority of his business time and efforts attention to the business and affairs of the Company, consistent with completion Rocket Companies and shall not be engaged in or employed by or provide services to any other business enterprise without the written approval of his job duties as Executive Chairman as set forth abovethe Board; provided, however, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent Executive shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve be engaged in, or provide services to, the business and activities set forth on Exhibit A and (ii) Executive may manage his personal affairs, finances, and investments, and may participate in charitable and not-for-profit activities, all without the necessity of obtaining the Board’s approval, so long as such activities do not create an actual or potential conflict of interest with, or interfere with the performance of, Executive’s duties hereunder or conflict with Executive’s covenants under Sections 7 through 11 of this Agreement, in each case as determined in the sole judgment of the Board. Executive has been appointed to the Board. Executive shall not be compensated additionally in Executive’s capacity as a member of the board Board or a director of directors (one or board of trustees) more companies owned directly or as a committee member, as indirectly by the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunderCompany.
Appears in 1 contract
Position and Duties. During (a) As soon as reasonably practicable following the Termreceipt by the Company of a copy of this Agreement signed by you (but in no event later than 30 days following such receipt), pursuant to the Executive shall serve as the Executive Chairman by-laws of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the Compensation Committee of the Board of Directors, as applicable, "Board") shall (i) undertake to increase by one (1) oversight the number of seats on the CEO Board, and periodic evaluation of his/her performance; and within five (25) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation business days following such increase in the investor relations function; number of seats, (jii) other activities elect you to such seat and appoint you to serve as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board Board. Commencing on the date of such election and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Termappointment (such date, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld"Effective Date"), you shall serve on corporateas Chairman for a Term expiring at the Annual Meeting of Stockholders in May, industry2001. In addition, civic or charitable boards or committees (providedand without further compensation, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue you agree to serve as a member of the board Board and of directors (the Board of Directors of one or board more of trustees) or as a committee memberthe Company's Affiliates, as defined below, if so elected or appointed from time to time. While subject to any provision of this Agreement, you shall perform your duties to the best of your abilities, maintain loyalty to the Company, and shall take no action that would directly or indirectly promote any competitor or injure the Company's interests. Subject to the foregoing, you may engage in other business or charitable activities to the extent that they do not interfere or create a conflict with your obligations under this Agreement.
(b) Specifically, but not exclusively, your duties and responsibilities will be (i) to preside at all meetings of the Board and stockholders; (ii) to create such committees of the Board as you deem prudent and advisable for the management of the Company, to designate the membership of such Board committees and to designate the powers of the Board that such committees shall have and may exercise in the management of the affairs of the Company, in each case may besubject to the approval of the full Board; (iii) to nominate, in consultation with the President & Chief Executive Officer of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇the Company, the Cleveland Clinic two next successive qualified additional members (A) for election to the Board by the Board prior to the next Annual Meeting of Stockholders, or (B) for nomination by the Board for election to the Board at the next Annual Meeting of Stockholders, or (C) for election to the Board by the Board subsequent to the next Annual Meeting of Stockholders but prior to the Annual Meeting of Stockholders in May, 2000, such nominees to be so elected or nominated by the Board unless the Board reasonably determines that such nominees are not qualified to serve as members of the Board; (iv) to provide strategic guidance and advice to the Rock senior management of the Company with respect to the management of the operations of the Company; (v) and Roll Hall to provide support and guidance to the senior management of Fame)the Company in their efforts (A) to manage and direct the strategic development and implementation of the Company's business plan, and (iiB) manage his personal or family investmentsto secure, so long as none promote and maintain the appropriate financing and capital structure of such activities significantly interferes with the Executive’s duties hereunderCompany. You will report directly to and serve at the discretion of the Board.
Appears in 1 contract
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) During the Employment Period, you will serve as Chief Science Officer of the Company (the “CSO”) and will have the usual and customary duties, responsibilities and authority of a person in such position and such other duties assigned to you by the Chief Executive Officer of the Company (the “CEO”) which are consistent with your position as CSO as you have performed in such position in the past and to the Effective Date. You will report directly to the CEO. You will devote your full working time, efforts and attention to, and diligently and conscientiously perform the duties of, such position. In addition to performing such duties for the Company, you may be required to perform similar duties for the Company’s capital allocation and capital market activities; existing subsidiaries or affiliates, and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time including, but not limited to, Tyme Inc., a Delaware corporation (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategysuch subsidiaries and/or affiliates, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, subsidiaries formed after the completion date hereof, shall be referred to as the “Affiliates”). You will be free to work on a remote basis. For the avoidance of calendar year 2022 and with the Executive’s consentdoubt, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive you will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve remain as a member of the board Board of directors Directors (or board the “Board”) and Chairman of trustees) or the Board effective as of the Effective Date, and the Company shall cause you to be nominated as a committee membermember of the Board at each annual meeting of stockholders of the Company during the Employment Period at which your Board seat is up for re-election (and, to the extent the Company solicits proxies for an annual meeting at which you are up for election, to solicit proxies for your election to the Board at such meeting) and shall use all reasonable efforts to have you appointed as the Chairman of the Board throughout the Employment Period. Notwithstanding the above, the principal place that you will perform your services for the Company shall be consistent with your past practices.
(b) In connection with the COVID-19 pandemic, as part of your duties you will be the case may be, project manager of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and Company’s TYME-19 proof-of-concept trial (RESPOnD) until the Rock and Roll Hall initiation of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.a Phase II clinical trial studying TYME-19. 2421587v6 ACTIVE.125457275.14
Appears in 1 contract
Position and Duties. (a) The Company hereby agrees to continue the employment of Executive, and Executive hereby agrees to continue in the employment of the Company, on the terms and conditions set forth in this Agreement. During the TermTerm of Employment (as hereinafter defined), the Executive shall serve as the Executive Chairman Interim Chief Financial Officer of TCP International and the Company. Executive’s duties Company or in such other position of reasonably comparable or greater status and responsibilities, as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with determined by the Board of Directors of TCP International (the “Board”) or the Compensation Committee Chief Executive Officer of TCP International (the Board of Directors“CEO”). As used in this Agreement, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO “TCP” refers collectively to TCP International and the Board of Directors; Company.
(gb) leadership of Executive shall report to the Board of Directors; (h) periodic review of the officer succession planning process CEO, and status; Executive’s primary responsibilities shall be as (i) participation in the investor relations function; Chief Financial Officer (j) other activities as required to perform the Executive Chairman duties; and (kii) such other duties as mutually agreed assigned by the Board or the CEO as are customary to persons in the same or similar capacity of an enterprise comparable to TCP. Executive Chairman and will be a member of the Board of Directors. In order to provide for an orderly transition of TCP’s senior executive leadershipteam (the “TCP Executive Team”) with responsibility for determining the long-term direction and goals of TCP, it is anticipated and for developing strategies and tactics to meet those goals, along with all other duties as assigned by TCP. Executive shall also discharge such duties and authority as are generally incident to such position, or to such other senior management position as TCP shall determine, provided that such other position shall be comparable in authority and responsibility to the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties position specified above.
(c) Executive agrees to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification devote all of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working employment time and attention to the affairs of TCP and use Executive’s best efforts to promote the business and affairs interests of TCP and that Executive will not engage, directly or indirectly, in any other occupation during the Companyterm of employment; it being acknowledged by the Parties that, consistent with completion absent a breach of his job duties as Executive Chairman as set forth above; providedSections 5 or 6 of this Agreement, that it shall will not be considered a violation of the foregoing this Agreement for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld)engage in and serve such civic, serve on corporatecommunity, industrycharitable, civic educational or charitable boards or committees (provided, that without such prior consent of the Board, the religious organizations as Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), reasonably select and (ii) manage his personal or family investmentsExecutive’s personal, financial and legal affairs, so long as none of such the activities significantly interferes in (i) and (ii) do not unreasonably interfere with the performance of Executive’s duties hereunderand obligations under this Agreement. Executive further acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of TCP, and not to do any act which would injure the business, interests, or reputation of TCP or any of its subsidiaries. Executive represents and warrants to TCP that Executive is under no contractual commitments inconsistent with Executive’s duties and obligations set forth in this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (TCP International Holdings Ltd.)
Position and Duties. (i) During the TermEmployment Period, (A) the Executive shall serve as the President and Chief Executive Officer of the Company and shall be responsible for the general management of the Company, with such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such positions (taking into account the duties and responsibilities of the non-executive Chairman of the Company. Board, if any), reporting directly to the Board, and (B) the Executive’s duties as Executive Chairman principal location of employment shall include: (a) be at the principal headquarters of the Company’s capital allocation and capital market activities; (b) provided, that the Company’s mergerExecutive may be required under reasonable business circumstances to travel outside of such location in connection with performing his duties under this Agreement. In addition, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) Company shall cause the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee Executive to be appointed as a member of the Board of Directors, as applicable, (1) oversight of the CEO Effective Date, and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) following such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Termdate, the Executive shall remain on the Board, subject to Section 4(g), and shall perform his duties as a director of the Company conscientiously and faithfully.
(ii) The Executive agrees that during the Employment Period, he shall devote significant working time substantially all of his business time, energies and efforts talents to serving as the Company’s President and Chief Executive Officer, perform his duties conscientiously and faithfully subject to the business reasonable and affairs lawful directions of the Board, and in accordance with each of the Company’s corporate governance and ethics guidelines, consistent with completion conflict of his job duties as interests policies and code of conduct (collectively, the “Company Policies”) applicable to all Company employees or senior executives generally and copies of which have been or will be provided to the Executive Chairman as set forth above; providedwithin a reasonable period of time following the adoption of the particular Company Policy. During the Employment Period, that it shall not be considered a violation of the foregoing this Agreement for the Executive Executive, subject to the requirements of Section 8, to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (committees; provided, that without such prior consent of the Boardthat, the Parties agree that the Executive shallshall not serve on any corporate boards (other than as provided in this Agreement) prior to December 1, subject to the limitation set forth below2003, be permitted to continue to serve as a member of the board of directors (B) deliver lectures or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), fulfill speaking engagements and (iiC) manage his personal or family investments, so long as none of such activities significantly interferes do not materially inhibit or interfere with the performance of the Executive’s duties hereunderresponsibilities as the President and Chief Executive Officer or as a director of the Company in accordance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Chubb Corp)
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as Chairman and Chief Executive Officer ("CEO") of the Company through June 30, 2000 or such earlier date upon which the Executive elects to relinquish such position (the "Initial Period"), and thereafter as Chairman and Chair of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, Directors (1the "Board") oversight of the CEO Company with the appropriate authority, duties and periodic evaluation of his/her performance; responsibilities attendant to such positions and (2) recommendation of CEO compensation; (f) evaluation with the powers and duties set forth in Exhibit B of the CFO Merger Agreement (as amended as of May 25, 1999) and will participate equally through the Initial Period with J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, while he is serving as President and Chief Operating Officer, in conjunction with setting the CEO and the Board of Directors; (g) leadership overall strategic direction of the Board Company. During the Employment Period, Executive's status as an employee may be converted to that of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed a consultant by the Executive at any time after June 30, 2000 upon Executive's resignation as Chairman and at which time the Employment Period shall end. Following any such conversion, Executive shall no longer be an employee but agrees to provide services as a consultant for a period of at least two years but not beyond June 30, 2006 (the "Consulting Period"). As compensation for his services as a consultant, Executive shall be paid a monthly retainer equal to one twelfth of his Annual Base Salary immediately preceding his becoming a consultant. As a consultant, Executive shall provide such consulting services to the Company as the Board may request.
(ii) During the Employment Period, and excluding any periods of Directors. In order vacation and sick leave to provide for an orderly transition of senior executive leadership, it which the Executive is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022entitled, the Executive will become Chairman agrees to devote substantially all of the Board his attention and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts during normal business hours to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) serve, with the prior consent approval of the Board (which consent shall not unreasonably be withheld)Board, serve on corporate, industry, civic or charitable boards or committees (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none 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 significantly interferes (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 duties hereunder's responsibilities to the Company.
Appears in 1 contract
Position and Duties. During the TermEmployment Period, the Executive Employee shall serve as the Executive Chairman President of the Company. Executive’s duties as Executive Chairman shall include: (a) Vistula USA, Inc., the Company’s capital allocation wholly owned subsidiary (“Vistula US”), responsible for leading business development efforts for the Company and capital market activities; its subsidiaries (bcollectively, the “Vistula Group”) in the United States and managing operations of the business of the Vistula Group in the United States, and shall faithfully perform all duties and responsibilities consistent with his position as President of Vistula US and the duties and responsibilities relating to the business or operations of the Vistula Group in the United States consistent with his position as a senior executive officer of the Vistula Group as the Company’s mergerBoard of Directors (the “Board of Directors”), acquisitionany committee thereof, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with Chairman of the Board of Directors or the Compensation Committee Board of Directors of Vistula US may direct from time to time. Without limiting the generality of the foregoing, it is anticipated that the Employee’s primary duties and responsibilities shall be overseeing and directing the overall United States business and operations of the Vistula Group, including assisting with generating business plans, establishing corporate strategy in the United States, pursuing and reviewing material commercial ventures and relationships in the United States, steering the Company’s U.S. operations toward management approved forecasts and budgets, and advising the Chief Executive Officer on material business matters affecting the Vistula Group in the United States. In the performance of the Employee’s duties and responsibilities hereunder, the Employee shall regularly report to the Chief Executive Officer of the Company. In addition, the Employee agrees to serve as a director of the Company, and, subject to the fiduciary duties of its directors, the Company agrees to use its best efforts to nominate and cause the Employee to be elected as a director of the Company as soon as reasonably possible on or after the date hereof. The foregoing sentence does not limit in any way the ability of the Board of Directors, the Company or any of its shareholders to remove and/or replace the Employee as applicable, (1) oversight a director of the CEO Company in accordance with applicable law and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation the by-laws of the CFO Company. The Employee will fulfill his duties and responsibilities to the Vistula Group hereunder from his residence office currently located in conjunction with Campton, New Hampshire, or at such location in the CEO and Northeastern United States as he reasonably determines. Notwithstanding the Board of Directors; (g) leadership foregoing, the Employee agrees to travel as is otherwise necessary, in the reasonable determination of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Chief Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs Officer of the Company, consistent with completion of to fulfill his job duties as Executive Chairman and responsibilities as set forth above; provided, that it shall not be considered a violation in this Agreement.”
2.2 Section 6(d) of the foregoing for the Executive to (i) Employment Agreement is hereby deleted and replaced with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.following:
Appears in 1 contract
Sources: Employment Agreement (Vistula Communications Services, Inc.)
Position and Duties. (a) During the TermEmployment Period (as defined in Section 4 below), the Executive shall serve as the President and Chief Executive Chairman Officer of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiturewill report to, and similar activities; (c) be subject to the Company’s overall strategydirection and authority of, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the Compensation Committee “Board”) of Parent. Executive shall have the normal duties, responsibilities, functions and authority of a president and chief executive officer and such other matters related to the day-to-day management of the Board of DirectorsCompany as may be delegated to Executive by the Board. So long as Executive is the Company’s President and Chief Executive Officer, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO subject to applicable law and the Board rules of Directors; any stock exchange on which Parent’s or any of its Subsidiaries’ stock may be traded, the Company will ensure that Executive is appointed to the Board.
(gb) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required Subject to perform the Section 9, Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the will devote Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 best efforts and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working full business time and efforts attention to the business and affairs of the Company, consistent with completion of his job . Executive will perform Executive’s duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject and responsibilities to the limitation set forth belowCompany to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner.
(c) Executive shall perform Executive’s duties hereunder in New York, New York (the “Executive’s Place of Business”) and agrees to travel as needed to the Company’s chief executive office in Alpharetta, Georgia or such other location(s) as may be permitted mutually agreed between the Company and Executive. Executive agrees to continue render Executive’s services away from Executive’s office from time to serve time for reasonable lengths of time and for a reasonable number of trips in the ordinary course of business, as the proper performance of Executive’s duties may require.
(d) For purposes of this Agreement, “Subsidiaries” (in either plural or singular form) shall mean any corporation or other entity (including the Company) of which the securities or other ownership interests having the voting power to elect a member majority of the board of directors (or board other governing body are, at the time of trustees) determination, owned by Parent, directly or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal indirectly through one or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereundermore Subsidiaries.
Appears in 1 contract
Sources: Employment Agreement (Infor, Inc.)
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Executive Chairman President and Chief Operating Officer of the Company, reporting directly to the Chief Executive Officer of the Company with duties and responsibilities consistent therewith. Until the second anniversary of the Commencement Date, the Executive’s duties 's services shall be performed at Fort Howard's current headquarters location, or at such other place ▇▇▇▇▇▇ ▇ fifty-mile radius of such current location as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, Company (1the "Board") oversight may from time to time deem appropriate. Following the second anniversary of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of Commencement Date, the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation Executive's services may be required to be performed in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) Chicago, Illinois metropolitan area or in such other duties location as shall be mutually agreed by (in any such case, a "Permitted Location"). Notwithstanding the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Termforegoing, the Executive shall be required to travel to the extent necessary to the performance of the Executive's responsibilities under this Agreement. The Executive shall use Company owned or leased aircraft for purposes of such travel whenever practicable, and the Company recognizes that it may from time to time be necessary, appropriate, desirable or convenient for the Executive to be accompanied in such travel by persons who are not employees of the Company, including the Executive's spouse and other members of the Executive's family. During the Employment Period, the Executive shall serve on the Board.
(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 significant working full attention and time and efforts during normal business hours to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it Company and to use the Executive's reasonable best efforts to perform such responsibilities in a professional manner. It shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none 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 Commencement Date, the continued conduct of such activities significantly interferes (or the conduct of activities similar in nature and scope thereto) subsequent to the Commencement Date shall not thereafter be deemed to interfere with the performance of the Executive’s duties hereunder's responsibilities to the Company.
Appears in 1 contract
Sources: Employment Agreement (James River Corp of Virginia)
Position and Duties. During the TermEmployment Period, Executive shall serve as President and Chief Executive Officer, reporting directly to the Board of Directors of the Company (the "Board"), and in such other position or positions with the Company as the Board and the Executive shall agree upon from time to time. During the Employment Period, Executive shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and the officers of the corporation and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder. During the Employment Period, for as long as the Company is privately held, the Executive shall serve be elected and continued as a member of (i) the Board and (ii) the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board Board, if any. In the event the Company becomes subject to the reporting requirement prescribed by the Securities Exchange Act of Directors1934, as applicableor merges into an entity which is so subject, (1) oversight and the majority shareholders of the CEO Company prior to the merger continue to be the majority shareholders subsequent to the merger, the Company shall use its best efforts to have Executive elected and periodic evaluation continued as a member of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership (ii) the Executive Committee of the Board of DirectorsBoard. During the Term, the Executive shall devote significant working substantially all of his time and efforts to the business and affairs services required of him hereunder, except during those periods when the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for Company is unable to fulfill its financial obligations to the Executive to as described herein, and provided that nothing contained herein shall preclude Executive from (i) serving on the board of directors of any business corpora-tion with the prior consent of the Board (which consent shall will not be unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage serving on the board of, or working for, any charitable or community organization or (iii) pursuing his personal or family investmentsfinancial and legal affairs, so long as none such activities, individually or collectively, do not in the opinion of such activities significantly interferes the Board materially interfere with the Executive’s per-formance of Execu-tive's duties hereunder. Executive represents and warrants that his employ-ment hereunder and compliance by him with the terms and condi-tions of this Agreement does not conflict with or result in the breach of any agreement to which he is a party or by which he may be bound. The Company represents and warrants that this Agreement has been authorized by due corporate action and that the terms and conditions of this Agreement will not conflict with or result in the breach of any agreement to which it is a party or by which it may be bound.
Appears in 1 contract
Sources: Employment Agreement (Bico Inc/Pa)
Position and Duties. During (a) The Executive shall be duly appointed, effective on the Effective Date, and shall thereafter during the Term, the Executive shall serve as the Executive Chairman Chief Operating Officer and Chief Financial Officer of the Company. Executive’s As Chief Operating Officer and Chief Financial Officer, Executive shall perform such duties and exercise such supervision and powers over and with regard to the business of the Company customarily associated with such position, as Executive Chairman shall include: (a) the Company’s capital allocation well as such duties and capital market activities; (b) the Company’s merger, acquisition, divestiture, services required herein and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with as may be reasonably assigned to him from time to time by the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, Company (1) oversight of the CEO “Board”). Executive shall perform such duties and periodic evaluation of his/her performance; exercise such supervision and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 powers over and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts regard to the business and affairs of the CompanyCompany customarily associated with such position, consistent with completion as well as such duties and services required herein and as may be reasonably assigned to him from time to time by the Board. The Executive shall perform his duties to the best of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered ability and in a violation diligent and proper manner.
(b) Except during vacations and periods of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Boardillness, the Executive shall, subject during the Term, devote all Executive’s business time (as opposed to personal time) and attention to the limitation set forth belowperformance of services for the Company and its subsidiaries hereunder; provided, however, that the Executive shall be permitted permitted, to continue (i) to serve as a member on the boards of the business enterprises on which he is serving as of the Effective Date, (ii) serve on any board of directors any business enterprise other than those referenced in clause (or board of trusteesi) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)above, and (iiiii) manage his personal or family investmentsserve on any board of any non-profit organization. Notwithstanding the foregoing, so long as none of such activities significantly interferes with the Corporate Governance Committee shall have the right, at any time during the Term, to require that the Executive resign from Executive’s duties hereunderposition on the board or trusteeship of any for-profit organization, effective as soon as such resignation may be properly effected under applicable law, and the charters, by-laws or other governing documents of the applicable for-profit organization. On or before the Effective Date, the Executive shall provide the Corporate Governance Committee with a list of the boards and committees on which she is serving as of the Effective Date.
Appears in 1 contract
Sources: Employment Agreement (Capital Group Holdings, Inc.)
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. The Company hereby appoints ▇▇▇▇▇▇▇ ▇▇ as its Acting Chief Administrative Officer and Acting Chief Financial Officer commencing as of the Effective Date for the “Term” (as herein defined below). In this capacity, ▇▇▇▇▇▇▇ shall devote his best efforts and attention to the performance of the services customarily incident to such offices and positions and to such other services of a senior executive nature as may be reasonably requested by the Chief Executive Officer (CEO) and Chief Scientific Officer (CSO) of the Company which may include services for one or more subsidiaries or affiliates of the Company. ▇▇▇▇▇▇▇ shall in his capacity as an officer of the Company be responsible to and obey the reasonable and lawful directives of the CEO and CSO. ▇▇▇▇▇▇▇ shall use his best efforts during the Term to protect, encourage, and promote the Cleveland Clinic interests of the Company.
(b) The Company and ▇▇▇▇▇▇▇ agree that the Rock position, salary and Roll Hall of Fameduties outlined in subsection 2(a) above and subsections 3(a) and (b) below are transitional in nature. The Company, in its sole discretion, shall have the ability to reassign ▇▇▇▇▇▇▇ to other duties or offices (including a reassignment to a lesser role), to reduce ▇▇▇▇▇▇▇’▇ salary or to change ▇▇▇▇▇▇▇’▇ position or title at any time without ▇▇▇▇▇▇▇’▇ consent, provided that:
(i) In the case of a reassignment or change of position or title in which ▇▇▇▇▇▇▇ remains an officer of the Company, such reassignment or change of position or title leaves ▇▇▇▇▇▇▇ in a position at least comparable to ▇▇▇▇▇▇▇’▇ status and compensation under the Initial Consulting Agreement between ▇▇▇▇▇▇▇ and Company dated August 25, 1997 and as amended on January 23, 1998 and April 28, 1999 (the “Initial Consulting Agreement”); and
(ii) manage his personal In the case of a reassignment or family investmentschange of position or title in which ▇▇▇▇▇▇▇ is no longer an officer of the Company, so long such reassignment or change of position or title leaves ▇▇▇▇▇▇▇ in a position at least comparable to ▇▇▇▇▇▇▇’▇ status and compensation under the Initial Consulting Agreement for a period of at least twenty-four (24) full months following the reassignment or change (the “Protected Period”). The Company and ▇▇▇▇▇▇▇ agree that any such reassignment, reduction of salary or change in position or title permitted under this paragraph (a) (“Permitted Reassignment”) shall not entitle ▇▇▇▇▇▇▇ to the payment of severance benefits under the Severance Agreement (as none of such activities significantly interferes with the Executive’s duties hereunderherein defined below).
Appears in 1 contract
Sources: Employment Agreement (Trimeris Inc)
Position and Duties. (a) During the TermEmployment Period, the Executive shall serve as President of MGSI. As the President of MGSI, the Executive Chairman of the Company. Executive’s shall perform such duties as Executive Chairman shall include: (aare assigned to the individual(s) holding such titles by the Company’s capital allocation and capital market activities; (b) Bylaws, as they exist as of the Company’s merger, acquisition, divestitureEffective Date, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadershipreasonable duties, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and consistent with the Executive’s consentjob title, modify provided no extra duties shall be assigned to Executive without the Executive’s duties to reflect express written consent. During the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Employment Period, the Executive will become Chairman of the Board and retain may not be given a lesser title, less responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the a lower level reporting relationship.
(b) The Executive shall report to the Chief Executive Officer of MGSI and shall devote significant working her best efforts and as much of her active business time and efforts attention (except for Personal Time Off, Business Development Days, and reasonable periods of illness or other incapacity) as is reasonably necessary to the business and affairs of the Company. The Executive shall perform her duties and responsibilities to the best of her abilities in a diligent and professional manner. During the Employment Period, consistent the Executive shall not engage in any business activity which, in the reasonable judgment of the Chief Executive Officer of the Company, conflicts with completion the duties of his job the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.
(c) The foregoing restrictions shall not limit or prohibit the Executive from engaging in passive investment, inactive business ventures and community, professional, charitable and social activities not interfering with the Executive’s performance and obligations hereunder.
(d) The Executive shall perform her duties as under this Agreement at the MGSI business office in Tampa, Florida. During the Employment Period, the Executive Chairman as set forth above; provided, that it shall not be considered a violation of required to relocate her residence or to perform her duties at any other location.
(e) Notwithstanding any provision in the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject Employment Agreement to the limitation set forth belowcontrary, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ and Executive shall have full day to day operational control of MGSI and the right to make all discretionary decisions during the term of the earn out, including without limitations, the Cleveland Clinic sole authority to bind MGSI on all contractual matters not exceeding the sum of $60,000 and to be the Rock sole joint signatories on all company financial bank and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.other accounts
Appears in 1 contract
Position and Duties. During a. Positions.
(i) From the Effective Date through June 30, 2021 (the “Executive Chairman Term”), the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with reporting to the Board of Directors or the Compensation Committee of the Board of DirectorsCompany (the “Board”). As Executive Chairman, as applicable, (1) oversight Executive shall be an officer of the CEO Company and periodic evaluation of his/her performance; have such duties, authority, and (2) recommendation of CEO compensation; (f) evaluation of responsibility as shall be determined from time to time by the CFO in conjunction Board, which duties, authority, and responsibility are consistent with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; Executive’s Position, including without limitation: (i) participation in the investor relations function; (j) other activities while serving as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent member of the Board, as the Chairman of the Board; (ii) keeping the Board informed regarding Company operations; (iii) mentoring and training the executive officers of the Company; (iv) staying informed about, and advising the executive officers of the Company regarding, the strategic direction and day-to-day operations of the Company; and (v) leading special projects and assignments by the Board. During the Executive Chairman Term, Executive shall, subject to the limitation set forth belowif requested, be permitted to continue to also serve as a member of any Committee of the board of directors (or board of trustees) Board, or as an officer or director of any affiliate of the Company for no additional compensation.
(ii) Following the Executive Chairman Term, from July 1, 2021 through June 30, 2022 (the “Special Advisor Term”), Executive shall serve as a committee memberSpecial Advisor to the executive officers of the Company, reporting to the Board. As a Special Advisor, Executive shall have such duties and responsibility as shall be determined from time to time by the Board, including without limitation: (i) while serving as a member of the Board, as the case may be, Chairman of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and Board; (ii) manage his personal advising the executive officers of the Company regarding the Company’s strategic direction, corporate partnering and acquisition and divestiture opportunities and general business development and operational matters; (iii) advising Company management on investor relations matters including coordinating the transition of key investor and analyst relationships and attending major investor conferences; and (iv) 107152056.5 0059466-00001 advising on developing and conducting a management succession plan. During the Special Advisor Term, Executive shall, if requested, also serve as a member of any Committee of the Board, or family investments, so long as none an officer or director of such activities significantly interferes with any affiliate of the Executive’s duties hereunderCompany for no additional compensation.
Appears in 1 contract
Position and Duties. During the TermEmployment Period, the Executive shall continue to serve as the President and Chief Executive Officer of NFP and, subject to the provisions of this Section 2, as Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, NFP (1the “NFP Board”) oversight of the CEO and periodic evaluation of his/her performance; shall perform duties and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed be assigned responsibilities by the Executive Chairman and NFP Board that are commensurate with such offices. During the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Employment Period, the Executive will become Chairman of shall report to the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of DirectorsNFP Board. During the TermEmployment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote significant working substantially all of her attention and time and efforts during normal business hours to the business and affairs of NFP and use the CompanyExecutive’s reasonable best efforts to carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently. The Executive shall not, consistent during the Employment Period, engage in any other business activities that will interfere with completion the Executive’s employment pursuant to this Agreement. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of his job duties directors of charitable or educational organizations and/or, with the approval of the NFP Board as Executive Chairman as set forth above; providedto each position, that it which approval shall not be considered unreasonably withheld, on the boards of directors of a violation reasonable number of other corporations or the boards of a reasonable number of trade associations, (ii) engaging in charitable activities and community affairs, and (iii) managing her personal and family investments and affairs, provided that all of the foregoing for the Executive to (i) activities taken as a whole do not interfere or conflict with the prior consent proper performance of her duties and responsibilities as NFP’s President and Chief Executive Officer. During the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the BoardEmployment Period, the Executive shallExecutive’s services shall be performed primarily at NFP’s office located in the New York metropolitan area, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes travel requirements in connection with the Executive’s duties hereunderunder this Agreement. In addition, unless under applicable law (including without limitation any rules or regulations of any exchange on which NFP Common Stock (as defined below) is listed) the NFP Board must consist only of independent directors, with respect to each election of directors of NFP during the Employment Period, NFP shall cause the NFP Board to nominate the Executive for election to the NFP Board and, provided she is so elected, the NFP Board will elect the Executive as Chairman of the NFP Board unless under applicable law the Chairman must be an independent director. In addition, the NFP Board may in its discretion invite the Executive to attend the meetings of the NFP Board nominating committee, if any.
Appears in 1 contract
Sources: Employment Agreement (National Financial Partners Corp)
Position and Duties. (i) The Company shall continue to employ the Executive, and the Executive accepts such continued employment, upon the terms and conditions set forth in this Agreement. The Executive shall be formally appointed as Chief Legal Officer of the Company as of July 1, 2025, and during the Term (as defined in Section 2 below), the Executive will serve as Chief Legal Officer of the Company, with the responsibilities, duties and authority that are consistent with the Executive’s past practice and that may be assigned to the Executive from time to time by the Reporting Officer (as defined in Section 1(a)(iv) below).
(ii) During the Term, the Executive will continue to serve as a member of the Board of Directors (the “Board”) of the Company. In addition, during the Term, the Executive shall serve as the Executive Chairman Secretary of the Company. Executive’s duties as Executive Chairman shall include: (a) Board if so designated by the Company’s capital allocation and capital market activities; Chief Executive Officer.
(biii) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts will continue to serve as the business and affairs Executive Vice Chairman of the Company, consistent and, in such capacity, will continue to be a senior executive of Company, with completion of his job the responsibilities, duties as Executive Chairman as set forth above; providedand authority to oversee and advise on such strategic, that it shall not be considered a violation corporate and business matters of the foregoing for Company that may be assigned to the Executive from time to time by the Reporting Officer.
(iv) During the Term, the Executive will (i) with report to either (A) the prior consent Chairman of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent so long as the Chairman of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. Board is ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ and/or a full-time employee of the Company), (B) the Company’s Chief Executive Officer or (C) the Company’s President (as applicable, the Cleveland Clinic and the Rock and Roll Hall of Fame), “Reporting Officer”) and (ii) manage his personal or family investmentsdevote all of the Executive’s business time, so long as none energy, business judgment, knowledge and skill and the Executive’s best efforts to the performance of such activities significantly interferes with the Executive’s duties hereunderwith the Company.
(v) Subject to the Executive’s ability to terminate for Good Reason (as defined below), the Company may change the Executive’s duties and responsibilities during the Term.
Appears in 1 contract
Position and Duties. (a) During the Term, the Executive General Counsel shall serve perform the duties and have the responsibilities customarily associated with the position of General Counsel, which shall include, without limitation, responsibilities for the activities of the Company and the Company’s subsidiaries or joint ventures, affiliates, and sister-companies, including but not limited to: · Acting as the Executive Chairman secretary of the board · Set internal governance policies and procedures and advice the impact of external factors may have on the Company · Evaluate impacts of any decision or course of action from a legal perspective · Advice the Company, its officers and directors on securities regulations and compliance · Advice the Company, its officers and directors on various legal and regulatory aspects of the Company. Executive’s business and activities · Anticipate issues that may have an impact on the Company and estimate those risks from a strategic perspective · Oversee the ethics and compliance functions of the Company · Identify proactive solutions that will help to eliminate or mitigate risks · Direct the company, directors and officers and employees to act with ethics and integrity and in accordance with the law · Create associations of trust and respect with key stakeholders · Deal with external parties (regulators, external counsel, politicians, clients) as required · Attract, develop, direct, motivate and drive performance of the team · Draft and review legal opinions, agreements with the aim of minimizing risks and maximize legal rights for the Company · Manage the litigation portfolio of the Company · Liaise with outside counsel as needed · Deal with complex, significant matters that cut across legal and related areas · Keep abreast of legislative changes · Other duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; assigned
(b) The General Counsel’s work will be based in Denver, Colorado. However, the Company’s mergerGeneral Counsel may be required to work, acquisitionas needed, divestiture, at the various Company projects and similar activities; offices.
(c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive The General Counsel shall devote significant working his best efforts and his full business time and efforts attention to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, Company and affiliates.
(d) The General Counsel acknowledges and agrees that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent General Counsel owes the Company a duty of loyalty as a fiduciary of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)Company, and (ii) manage his personal or family investmentsthe obligations described in this Agreement are in addition to, so long as none of such activities significantly interferes with and not in lieu of, the Executive’s duties hereunder.obligations the General Counsel owes the Company under the common law.
Appears in 1 contract
Position and Duties. During (i) The Executive shall serve as President and Chief Executive Officer of Columbia Bank and CBSI, with the duties and responsibilities that are customarily assigned to such positions. The Executive shall report to the Board of Directors of Columbia Bank and the Board of Directors of CBSI (the “Board”) and the Executive’s principal place of employment shall be at the Company’s corporate offices in Tacoma, Washington. The Executive shall be subject to and shall abide by each of the personnel policies applicable to senior executives and employees of the Company.
(ii) On or as soon as practicable following the Effective Date, the Board shall appoint the Executive to the Board and during the Term, the Company shall use its best efforts to nominate the Executive for reelection to the Board. The Executive shall serve as not receive separate or additional compensation for such Board service. At the Executive Chairman termination of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection employment with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the TermCompany, the Executive shall devote significant working time resign from the Board and efforts to the business and affairs from his position as an officer or director of any of the Company’s subsidiaries if requested to do so by the Company. The preceding sentence shall survive any termination of this Agreement.
(iii) While employed by the Company, consistent with completion but excluding any periods of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for vacation and sick leave to which the Executive is entitled under this Agreement, the Executive shall be employed by the Company on a full-time basis and agrees to devote such time as is necessary to discharge the responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently. The Executive may (iA) with the prior consent written approval of the Chair of the Board (which consent shall will not be unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Boardfulfill speaking engagements or teach at educational institutions, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors or (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (iiC) manage his personal or family investments, so long as none of such activities significantly interferes do not interfere with the performance of the Executive’s duties hereunderresponsibilities to the Company and the Executive’s compliance with this Agreement, including, but not limited to, Section 9 and Section 10.
Appears in 1 contract
Sources: Employment Agreement (Columbia Banking System, Inc.)
Position and Duties. During Section 1 of the TermEmployment Agreement is hereby deleted in its entirety and replaced with the following new paragraphs: “Position and Duties. Effective as of January 13, 2020 (the “Transition Date”), (a) you hereby resign as Chief Executive shall Officer of the Company and the Company, on its own behalf and on behalf of its Affiliates, hereby accepts such resignation, and (b) you will remain employed by the Company and serve as the Executive Chairman of the Company. ExecutiveParent’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the Compensation Committee “Board”), with such duties as may be assigned to you from time to time by the Board. Thereafter, for so long as you remain employed by the Company as its Executive Chairman, at each applicable annual meeting of Parent’s stockholders, the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive a committee thereof shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue nominate you to serve as a member of the Board and you shall serve if so elected or re-elected without further compensation, subject to receiving the required approval of Parent’s stockholders and compliance with Parent’s policies applicable to Board members generally. In the event you cease to be employed as the Executive Chairman for any reason, you shall resign from the Board effective immediately upon such cessation. In addition, you may be asked to serve as a manager, director or officer of one or more Affiliates without further compensation. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise. While employed by the Company, will be expected to devote your best professional efforts to the advancement of the business interests of the Company and its Affiliates; provided, however, that you may continue to participate in charitable and philanthropic activities, manage your personal investments, and, with the consent of the Board, serve on the board of directors (or board managers of trustees) for and not-for-profit companies or as a committee memberorganizations, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes activities, in the aggregate, do not interfere or conflict with the Executive’s performance of your duties hereunderand responsibilities to the Company or result in a breach of your obligations under this Agreement, including but not limited to the terms and conditions set forth in Section 3 herein. You will serve at the pleasure of the Board. You agree that, while employed by the Company, you will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to your position, as in effect from time to time.”
Appears in 1 contract
Position and Duties. (i) During the Term, the Executive Employee shall serve as the Executive Chairman Vice President and General Counsel of the Company. Executive’s In so doing, Employee shall have such powers and duties as Executive Chairman shall include: (a) including holding officer positions with one or more Subsidiaries of the Company’s capital allocation ) as may be assigned from time to time by the Board, so long as such powers and capital market activities; (b) duties are reasonable and customary for vice presidents and the general counsel of an enterprise comparable to the Company’s merger, acquisition, divestiture, and similar activities; (c) . Employee shall report to the Company’s overall strategy, including organization structure, compensation strategy and products executive officer of the Company to whom Employee currently reports or markets served; (d) to such other executive officer of the Company’s annual business plan and public guidance; (e) in conjunction with Company as the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required may from time to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, time determine after the completion of calendar year 2022 and with date hereof (the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. “Reporting Officer”).
(ii) During the Term, the Executive shall and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote significant working all of Employee’s business time and efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct.
(iii) Employee shall not engage, consistent directly or indirectly, in any other business, investment, or activity that interferes with completion the performance of his job Employee’s duties as Executive Chairman as set forth aboveunder this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Term, it shall not be considered a violation of the foregoing this Agreement for the Executive Employee to (i1) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board similar governing body) of trusteesone or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall not be unreasonably withheld) for such service, (2) serve on corporate, civic, charitable or as a committee memberindustry sector association boards or committees, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), (3) deliver lectures or fulfill speaking engagements and (ii4) manage his personal or family investments, so long as none of such activities significantly interferes do not materially interfere with the Executiveperformance of Employee’s duties hereunderresponsibilities as an employee of the Company in accordance with this Agreement.
Appears in 1 contract
Position and Duties. (i) During the Term, Transition Period: (A) the Executive shall serve as the Executive Chairman Chief Operating Officer of the Company. Executive’s duties , or in such other executive position as Executive Chairman shall include: (a) may be reasonably designated by the Company’s capital allocation Chief Executive Officer (“CEO”), with duties, authorities and capital market activities; (b) responsibilities commensurate with such title and office and/or as may reasonably be assigned to Executive by the CompanyCEO, consistent with Executive’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performanceexecutive-level experience; and (2B) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consentservices shall primarily be performed in Denver, modify Colorado, although Executive agrees to travel to the Executive’s extent reasonably necessary to perform his duties hereunder. During the Transition Period, and excluding any periods of disability and vacation and sick leave to reflect which the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Executive is entitled, the Executive will become Chairman of the Board agrees to devote his attention and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts during normal business hours to the business and affairs of the Company as reasonably directed or specified by the Company’s CEO, consistent with completion of his job duties as Executive Chairman as set forth above; providedand, that it shall not be considered a violation of to the foregoing for extent necessary to discharge the Executive Executive’s responsibilities hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities, subject to Executive’s ability to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees; provided that such service must be disclosed to and approved by the Company in advance, pursuant to Company policy, (providedB) deliver lectures, fulfill speaking engagements or teach at educational institutions; provided that without such prior consent engagements must be disclosed to and approved by the Company in advance, pursuant to Company policy and (C) manage personal investments; all so long as such activities do not significantly interfere with the performance of the BoardExecutive’s responsibilities as an employee of the Company in accordance with this Agreement, Company policies and applicable law.
(ii) During the Transition Period, Executive shall, subject shall report to the limitation set forth belowCompany’s CEO and may, be permitted to continue to at Executive’s election, serve as a member of the board Company’s Executive Committee or the successor body, if any, thereto. During the Transition Period, Employee’s job duties shall encompass only matters as may be reasonably assigned to him from time to time by the Company’s CEO. Executive and the Company acknowledge and agree that, during the Transition Period, most if not all of directors (or board of trustees) or as a committee memberExecutive’s principal responsibilities will be transferred to other Company executives, and that, therefore, Executive’s day-to-day job functions will change substantially as the case Transition Period progresses. Executive and the Company also acknowledge and agree that while Executive will throughout the Transition Period remain a member of the Company’s senior executive team and in that capacity will be required and expected to perform only executive-level job functions, it may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇be inappropriate or unnecessary to include Executive in all executive-level meetings that the Company may conduct during the Transition Period. Notwithstanding the foregoing, the Cleveland Clinic Company agrees that during the Transition Period Executive will be assigned only executive-level responsibilities that are consistent with his skills, experience and status within the Rock and Roll Hall of Fame)Company, and that the Company will not seek to hold Executive accountable for any Company-related matter unless the Company included Executive in all material meetings and decisions concerning that matter, or take any adverse action of any kind against Executive based upon Executive’s failure or inability to attend any meeting, or participate in any decision, from which the Company excluded Executive.
(iiiii) manage his personal or family investmentsAs of the Separation Date, so long as none of such activities significantly interferes Executive shall be deemed to have resigned from all positions with the Executive’s duties hereunderCompany and all affiliates thereof, including without limitation employment, membership on boards of directors, and committee memberships. Thereafter, Executive shall not be deemed an employee of the Company or any affiliate, and except as provided in Section 5(c)(ii) shall not be entitled to participate in any employee benefit or fringe benefit program of any kind.
Appears in 1 contract
Position and Duties. During the Term, the The Company will employ Executive shall serve as the Executive Chairman of CERA and a Senior Vice President of the Company, upon the terms and conditions set forth in this Agreement. Executive’s duties So long as the Company maintains an Executive Chairman shall include: (a) Committee of senior Company executives during the term hereof, Executive will serve as a member of the Company’s capital allocation Executive Committee. Executive hereby accepts such employment on the terms and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as conditions set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Executive agrees to devote his best efforts, the Executive will become Chairman of the Board skills and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts abilities to the business and affairs of CERA and the Company. Executive shall perform all duties and have all responsibilities consistent with the positions indicated above and his past activities as Chairman of CERA. Such duties and responsibilities and such efforts by Executive are to be commensurate with Executive’s titles, functions and positions. Executive shall work full-time and shall devote his entire business time to his employment hereunder except that Executive may for his own account and at his own expense engage in the Permitted Outside Activities (defined below) to the extent that the time devoted to such activities does not detract in a material way from the performance of Executive’s duties and responsibilities to CERA and the Company and that Executive does not engage in any such activity detrimental to the business interests of CERA or the Company. It is understood and agreed that Executive may, during his employment hereunder, write one or more books of the quality of the books he has heretofore written. The “Permitted Outside Activities” are (i) writing books or writing for magazines and newspapers, (ii) making speeches to non-CERA clients not in the energy field, it being understood that Executive will reimburse the Company or CERA out of any proceeds received for any speech for expenses they incur in connection therewith, (iii) appearing on, writing for and producing for television and other media, (iv) holding board and advisory positions for other entities, with the prior written consent of the Company, which consent will not be unreasonably withheld, (v) investing and managing investments to the extent not in the energy research or energy consulting business, (vi) participating in civic and charitable activities and (vii) engaging in other activities consistent with completion the foregoing and with the intention that Executive perform his duties hereunder and at the same time may engage in other activities that will advance the reputation of CERA and the Executive. Executive shall perform his duties at the Company’s offices located in Washington, D.C., where Executive shall be based, and in Cambridge, MA. Executive acknowledges that performance of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation hereunder will require travel in accordance with the needs of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunderbusiness.
Appears in 1 contract
Sources: Employment Agreement (IHS Inc.)
Position and Duties. (i) During the TermEmployment Period, (A) the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation Company in the investor relations function; (jposition(s) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed held by the Executive Chairman and with the Board of Directors. In order Company immediately prior to provide for an orderly transition of senior executive leadershipthe Effective Date or such other position(s) as may be assigned by Ken ▇▇▇▇▇▇▇▇, it is anticipated that ▇▇e Chief Executive Officer on the Board of Directors willEffective Date (the "Current CEO"), after the completion of calendar year 2022 from time to time, and with the Executive’s consentduties, modify status and responsibilities commensurate with such position(s), and (B) the Executive’s duties 's services shall be performed in Pinellas County, Florida or such other location as may be assigned by the Current CEO, from time to reflect time.
(ii) During the reduced compensation levels for calendar year 2023 Employment Period, and calendar year 2024 as set forth herein. In connection with excluding any periods of vacation and sick leave to which the modification of Executive’s duties after the completion of calendar year 2022Executive is entitled, the Executive will become Chairman of the Board agrees to devote full attention and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts during normal business hours to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth aboveCompany and to use the Executive's reasonable best efforts to perform such responsibilities in a professional manner; provided, however that, pursuant to the Services Agreement by and among the Company, Maxxim Medical Group, a Texas corporation, Circon Holdings Corporation, a Delaware corporation ("Circon Holdings"), and Circon Corporation, a Delaware corporation ("Circon"), dated as of November 12, 1999 (the "Services Agreement"), the Executive will, during the Employment Period and any extensions thereto in accordance with this Agreement, to the extent requested by the Company, perform services for Circon and Circon Holdings, which, to the extent so requested, shall be deemed part of the Executive's duties with the Company (provided that it unless such services are requested by the Current CEO, the Executive shall be permitted not to perform such requested services to the extent such services are inconsistent in any material respect with the duties and status of the Executive hereunder and, in such event, such duties shall not be considered deemed to be part of the Executive's duties with the Company). It shall not be a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, in each case, so long as none of such activities significantly interferes do not materially interfere with the performance of the Executive’s duties hereunder's responsibilities as an employee of the Company in accordance with this Agreement. For purposes hereof, service on corporate boards pursuant to appointments after the date hereof shall be subject to the prior approval of the Board of Directors of the Company (the "Board"), which shall not be unreasonably withheld.
Appears in 1 contract
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) As of the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureEffective Date, and similar activities; (c) during the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Employment Period, the Executive will become Chairman be employed as Executive Vice President — Pharmacy Operations, responsible for all operations at the Employer’s Indianapolis, IN, Eden Prairie, MN, Carlsbad, CA and such other pharmacies Employer may establish in the future, and in compliance with Employer’s policies and procedures applicable to its officers and other employees in effect from time to time. Executive shall report to Arcadia’s Chief Operating Officer (“COO”), but shall work closely with Arcadia’s President/CEO and other members of Arcadia’s senior management team on the strategic direction of Arcadia’s DailyMed pharmacy business. While Employer acknowledges that Executive may work remotely outside of the Board Indianapolis central pharmacy and retain responsibility for capital allocation and capital market activities; Arcadia’s corporate headquarters, Executive shall spend significant mergeramounts of time at Arcadia’s pharmacy facilities, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. wherever located.
(b) During the TermEmployment Period, excluding any periods of vacation and absence due to intermittent illness to which the Executive is entitled, and any services or activities on behalf of civic or charitable institutions that do not significantly interfere with the performance of his responsibilities to Employer or violate the provisions of Section 9, the Executive shall devote significant working his full time and efforts attention to the business and affairs of Employer and its subsidiaries. During the CompanyEmployment Period, consistent with completion of his job duties as Executive Chairman as set forth aboveshall have no other employment or business interests; provided, however, that it shall not be considered a violation of the foregoing for the Executive shall be able to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage invest his personal or family investments, so assets in investments and entities as long as none such investments do not violate Section 9 and do not require a material amount of such activities significantly interferes with the Executive’s time. The Executive shall use reasonable efforts to faithfully and efficiently carry out all duties hereunderand responsibilities assigned to him.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as Chief Executive Officer of HHH Seaport Division, and on the date Seaport begins being publicly listed on a nationally recognized exchange will become Chief Executive Chairman Officer of the CompanySeaport. Executive’s job duties and responsibilities as Chief Executive Chairman shall include: (a) Officer of HHH Seaport Division and Chief Executive Officer of Seaport include the management of all matters related to the Seaport region, including the J▇▇▇ ▇▇▇▇▇▇-related joint venture and related projects, the Aviators minor league baseball team, and the Fashion Show air rights, with such authority, duties and responsibilities as are normally attendant to such position and such other duties commensurate with this position that may be reasonably assigned by the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors“Board”). During the Termhis employment at HHH, the Executive shall report to the Board of HHH. During his employment at Seaport, the Executive shall report to the Board of Seaport. Within thirty (30) days of Seaport being publicly listed on a nationally recognized exchange, the Executive shall be appointed as a director on the Board of Seaport, and Seaport shall nominate the Executive for election to the Board at each annual stockholders’ meeting of Seaport that occurs during the Employment Period.
(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 significant working all of his business attention and time and efforts to the business and affairs of the Company, consistent with completion of and to use his job duties as Executive Chairman as set forth above; providedreasonable best efforts to perform such responsibilities. During the Employment Period, that it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trusteesB) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic manage personal and the Rock and Roll Hall of Fame)family investments, and (iiC) manage his personal engage in lectures or family investmentsteaching, so long as none of any such activities significantly interferes referenced in Section 2(a)(ii)(A)-(C) do not, individually or in the aggregate, interfere with the discharge of the Executive’s duties hereunderresponsibilities pursuant to this Agreement; provided, however, for the avoidance of doubt, during the Employment Period, the Executive shall not hold any other management positions at other companies or any other entities.
Appears in 1 contract
Position and Duties. During the Term, the (a) The Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of and, unless and until otherwise determined by the Board of Directors, as applicable, (1) oversight Chief Executive Officer of the CEO Company; in each case with such duties and periodic evaluation of his/her performance; responsibilities as are customarily assigned to such positions, and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors; Directors of the Company (gthe “Board”). The Executive also shall continue to serve as a member of the Board through the annual meeting of shareholders in 2006, but in no event later than May 30, 2006.
(b) leadership As long as he is the Chief Executive Officer of the Company, in addition to the responsibilities designated in paragraph (a) of Section 2 above, the Executive shall be entitled to serve as the Chief Executive Officer of each entity which during such period is a subsidiary of the Company and the Company shall cause the Executive to be appointed or elected as the Chief Executive Officer of each such subsidiary. In his capacity as the Chief Executive Officer of said subsidiaries, the Executive shall have such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of each such subsidiary. During the Employment Period, the Executive also shall serve as a member of the Board of Directors; (h) periodic review Directors of each of the officer succession planning process Company’s subsidiaries and status; (i) participation in the investor relations function; (j) other activities as required to perform Company shall cause the Executive Chairman duties; to be appointed, elected or re-elected as such a director.
(c) During the Employment Period, and (k) such other duties as mutually agreed by excluding any periods of vacation and sick leave to which the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Termentitled, the Executive shall devote significant working reasonable attention and time and efforts during normal business hours to the business and affairs of the CompanyCompany and its affiliates and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedunder this Agreement, that it use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (providedcommittees, that without so long as such prior consent activities do not significantly interfere with the performance of the BoardExecutive’s responsibilities as an employee of the Company and its affiliates in accordance with this Agreement. In particular, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of may join the board of directors of one additional for-profit corporation after July 1, 2004 and a second such board in 2005 as long as prior to such second appointment his status with the Company is that of non-CEO Chairman, and for both as long as there is no significant interference with his duties with the Company and the businesses of the corporation(s) are not competitive with those of the Company.
(or board d) The Company’s headquarters shall be located in Madison, Wisconsin and the Executive shall reside in the general area of trustees) or as a committee memberMadison, as Wisconsin. During the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇Employment Period, the Cleveland Clinic and Company also will provide the Rock and Roll Hall of Fame)Executive with a furnished apartment in the Cedar Rapids, and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunderIowa area.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Chief Executive Chairman Officer of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureParent, and similar activities; its Subsidiaries (cincluding the Employer and any entities created and/or acquired after the date of this Agreement) and shall have the Company’s overall strategynormal duties, responsibilities and authority implied by such position, including organization structure, compensation defining Parent’s strategy and products or markets served; (d) business plan, selecting and evaluating other members of management, sourcing and completing acquisitions, managing the Company’s annual business plan growth and public guidance; (e) in conjunction with the Board operations of Directors or the Compensation Committee of the Board of DirectorsParent, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed are reasonably directed by the Executive Chairman and board of directors of Parent (the Board of Directors. In order “Board”), subject in each case to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman reasonable oversight of the Board Board, and retain responsibility for capital allocation their power to override actions of officers.
(ii) Executive shall report to the Board, and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working Executive’s best efforts and Executive’s full business time and efforts attention to the business and affairs of Parent, Employer and the Company, consistent with completion other Subsidiaries of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shallParent, subject to Executive’s rights pursuant to subsection (a)(iii) and (a)(iv) of this Section 1(a) and to engage in charitable or philanthropic pursuits which do not adversely affect Executive’s performance of duties.
(iii) The parties acknowledge that Executive has been an advisor to, and is an equityholder of, Boomtown Network, Inc. (“Boomtown”). Notwithstanding anything to the limitation contrary set forth belowin this Agreement, be permitted to continue Executive will not authorize any material change in an amendment of any agreement with or the business relationship (including any cancellation, renewal or extension of terms) between Parent or its Subsidiaries, on the one hand, and Boomtown, on the other, without the prior approval of the audit committee of Parent.
(iv) [Reserved.]
(v) During the Employment Period, Executive will have the right to serve as a member of the board Board. If Executive is a member of directors (or board the Board at the time of trustees) or as a committee memberSeparation, as Executive will be removed from the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of Board at such activities significantly interferes with the Executive’s duties hereundertime.
Appears in 1 contract
Position and Duties. (i) During the Term, ------------------- ------------------- Employment Period: (A) the Executive shall serve as President of Duke Energy Services, which shall comprise all of the non-regulated businesses of the Company other than real estate and telecommunications, and as a member of the Executive Chairman Committee of Duke Power Company, which Committee shall have the responsibilities and shall be constituted as set forth in Section 8.15(d) of the Company. Executive’s Merger Agreement, with such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such position as may be assigned to him by the Board, provided, however, that in the event the Executive Chairman determines in good faith that the terms and conditions of a letter agreement between the Executive and Natural Gas Clearinghouse, dated as of January 16, 1994 (the "Non-Compete Agreement") (attached hereto as Exhibit A), preclude him from assuming any such authority, duty and/or responsibility (each a "Precluded Responsibility") for a period of time (the "Non-Compete Period"), then the Precluded Responsibility or Responsibilities shall include: not be assumed by the Executive until immediately after the Non-Compete Period; (aB) the Executive shall report to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ while ▇▇. ▇▇▇▇▇▇▇▇ is employed by Duke Power Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2C) recommendation of CEO compensation; (f) evaluation the Executive's services shall be performed at offices of the CFO Company in conjunction with Houston, Texas. Notwithstanding the CEO foregoing, the Company and the Board Executive may mutually agree to such changes in the Executive's position, reporting or location of Directors; (g) leadership employment as are in the best interests of the Board Company without violating the provisions of Directors; this paragraph.
(hii) periodic review During the Employment Period, and excluding any periods of the officer succession planning process vacation and status; (i) participation in the investor relations function; (j) other activities as required sick leave to perform which the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022entitled, the Executive will become Chairman agrees to devote substantially all of the Board his attention and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts during normal business hours to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive's best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none of such activities do not significantly interferes interfere with the performance of the Executive’s duties hereunder's responsibilities as an employee of the Company in accordance with this Agreement.
Appears in 1 contract
Position and Duties. During the Term, the The Executive shall serve as in the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: following manner:
(a) During the Company’s capital allocation Executive's employment hereunder, he shall serve as:
(1) an executive employee of the Partnership and capital market activities; shall have such duties, functions, responsibilities and authority as are consistent with the Executive's position,
(b2) the Company’s merger, acquisition, divestiture, Chief Executive Officer and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with Chairman of the Board of Directors or the Compensation Committee of the Board of DirectorsCompany and shall have such duties, functions, responsibilities and authority as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and are consistent with the Executive’s consent, modify 's position as the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman senior executive officer in charge of the Board and retain responsibility for capital allocation and capital market activities; significant mergergeneral management, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company (and the Partnership, through the Company's capacity as general partner of the Partnership), and
(3) if elected or appointed thereto, as a Director and Chairman of the Board of directors of the Company.
(b) The Executive shall serve as manager of the Factory Outlet Center in Commerce, Georgia and shall have such duties, functions, responsibilities and authority as are consistent with completion the Executive's position thereas and the Executive's activities as manager of his job duties as Executive Chairman as set forth above; providedsuch property prior to the date of this Agreement. Notwithstanding any other provision of the Employment Agreement, that it the Executive's obligations under this subsection 3(b) shall not be considered a violation of the foregoing for the Executive to (i) with terminated without the prior consent of New York Life Insurance Annuity Corporation ("New York Life") but, in any event, shall terminate on the Board later of (which consent shall not unreasonably be withheldi) the payment of the Liabilities and (ii) the satisfaction of all the Partnership's obligations under the terms of the Loan Documents under the Guaranty of Payment and Performance by Stanley K. Tanger, dated May , 1993 (the "Guaranty"), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject pursuant to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. whi▇▇▇▇▇▇ , ▇▇ ▇▇▇▇▇▇▇▇▇▇ion for certain consent by New York Life, Executive agrees to guarantee certain obligations of the Partnership. If the Executive's employment is otherwise terminated under the Employment Agreement, the Cleveland Clinic Partnership and the Rock and Roll Hall Company shall allow the Executive to continue his duties under this subsection 3(b) until they are terminated in accordance with this subsection 3(b) or until the death or Disability of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder, provided that no additional compensation shall be paid to the Executive.
Appears in 1 contract
Sources: Employment Agreement (Tanger Factory Outlet Centers Inc)
Position and Duties. During (a) Effective as of July 13, 2020 (the Term“Effective Date”), the Executive shall serve will be employed by the Company, on a full-time basis, as its Chief Corporate Affairs Officer, reporting to the Company's Chief Executive Chairman Officer. The Executive will be a member of the Company's Executive Committee. The Executive shall be eligible to work remotely but travel to the Boston area may be required as business needs arise. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of the Company's Affiliates, without further compensation
(b) The Executive agrees to perform the duties of the Executive’s position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, the Executive will devote the Executive’s full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of the Executive’s duties and responsibilities for them. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the Executive’s employment, except as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) may be expressly approved in conjunction with advance by the Board of Directors of Cerevel Therapeutics, Inc.(“Parent”) (or such other board of directors or managers as may be designated as the Compensation Committee operative governing entity of the Board of DirectorsCompany, as applicablethe (“Board”) in writing; provided, (1) oversight of however, that the CEO Executive may participate in the activities set forth on Exhibit A hereto and periodic evaluation of his/her performance; may without advance consent participate in charitable activities and (2) recommendation of CEO compensation; (f) evaluation of engage in personal investment activities, in each case to the CFO extent such activities, individually or in conjunction the aggregate, do not materially interfere with the CEO and the Board performance of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect under this Agreement, create a conflict of interest or violate any provision of Section 3 of this Agreement or the reduced compensation levels for calendar year 2023 and calendar year 2024 Restrictive Covenant Agreement (as set forth herein. In connection with defined below).
(c) The Executive agrees that, while employed by the modification of Executive’s duties after the completion of calendar year 2022Company, the Executive will become Chairman comply with all written Company policies, practices and procedures and all written codes of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, ethics or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts business conduct applicable to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunderposition, as in effect from time to time.
Appears in 1 contract
Sources: Employment Agreement (Cerevel Therapeutics Holdings, Inc.)
Position and Duties. During the Term, the Executive shall serve as the Chief Executive Chairman Officer of the Company, with such responsibilities, duties and authority normally associated with such position and as may from time to time be assigned to Executive by the Board of Directors of the Company or an authorized committee thereof (in any case, the “Board”) consistent with Executive’s position as Chief Executive Officer of the Company. Executive shall report directly to the Board. Executive shall initially be permitted to work out of the Company’s offices in Seattle, Washington; provided, however, that Executive will relocate to the greater New York City area to work out of the Company’s offices in New York City no later than September 1, 2025. Beginning as of the Effective Date, despite Executive’s temporary Seattle work location, Executive will travel to, and, from time to time will be required to work out of, other Company offices (including the Company’s offices in New York City) and may be required to travel to other locations throughout the country or abroad for business purposes. Such travel to and any extended stays at such locations shall be on a reasonable basis as necessary to fulfill Executive’s duties as and responsibilities hereunder. Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification devote substantially all of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it Company (which shall include service to its subsidiaries) and shall not be considered a violation of the foregoing for the Executive to engage in outside business activities (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve including serving on corporate, industry, civic or charitable outside boards or committees (provided, that committees) without such prior the consent of the Board, the provided that Executive shall, subject to the limitation set forth below, shall be permitted to continue to (i) manage Executive’s personal, financial and legal affairs, (ii) participate in charitable, religious, civic, community, industry or trade organizations or associations, (iii) serve as a member of on the board of directors (of not-for-profit or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)tax-exempt organizations, and (iiiv) manage his personal or family investmentsserve on the board of directors of Manson Construction Co., so long as none of in each case, subject to compliance with this Agreement and provided that such activities significantly interferes do not materially interfere with the Executive’s performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply in all material respects with the rules and policies of the Company as adopted by the Company from time to time, in each case, as amended from time to time, as set forth in writing, and as delivered or made available to Executive (each, a “Policy”).
Appears in 1 contract
Sources: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Position and Duties. During (a) As of the TermCommencement Date, the Executive shall serve as Executive Vice President and General Counsel of the Company, in which capacity the Executive Chairman shall perform the usual and customary duties of such offices, which shall be those normally inherent in such capacities in companies of similar size and character as the Company Group. The Executive shall report to the President and Chief Executive Officer of the Company. Executive’s duties The Executive shall, if requested, also serve as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products an officer or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board director of Directors or the Compensation Committee any member of the Board of DirectorsCompany Group for no additional compensation. When reasonably requested by the President and Chief Executive Officer, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as Executive shall also be required to perform the usual and customary duties of any executive with the title of Executive Chairman duties; Vice President with companies of similar size and (k) character as the Company Group, whether or not such other duties as mutually agreed by are within the scope of the Executive’s duties on the Commencement Date. The Executive Chairman agrees and the Board of Directors. In order to provide for an orderly transition of senior executive leadershipacknowledges that, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and in connection with the Executive’s consentemployment relationship with the Company, modify the Executive owes fiduciary duties to the Company Group and will act accordingly.
(b) During the Employment Period, the Executive agrees to devote substantially the Executive’s duties full time, attention and energies to reflect the reduced compensation levels for calendar year 2023 Company Group’s business and calendar year 2024 as set forth herein. In connection with agrees to faithfully and diligently endeavor to the modification best of the Executive’s duties after ability to further the completion best interests of calendar year 2022the Company Group. The Executive shall not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 hereof, this shall not be construed as preventing the Executive from investing the Executive’s own assets in such form or manner as will become Chairman not require the Executive’s services in the daily operations of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (companies in which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shallinvestments are made. Further, subject to the limitation set forth belowcovenants of Section 9 hereof, be permitted to continue to the Executive may serve as a member director of other companies, if such service is approved by the Parent’s Board of Managers or, if and when applicable, the equivalent ultimate governing authority of the board of directors Company Group (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame“Board”), and (ii) manage his personal or family investments, so long as none such service is not detrimental to the Company Group, does not interfere with the Executive’s service to the Company Group, and does not present the Executive with a conflict of interest.
(c) In keeping with the Executive’s fiduciary duties to the Company Group, the Executive agrees that the Executive shall not, directly or indirectly, become involved in any conflict of interest or, upon discovery thereof, allow such activities significantly interferes a conflict of interest to continue. The Executive agrees that the Executive 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, but are not limited to, 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, subcontractor, customer or other entity with which the Company Group does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company Group’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9(a) hereof); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products or services designed, manufactured or marketed by the Company Group; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company Group would be interested; (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company Group or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company Group; and (vii) if not otherwise listed in this provision, any other circumstances that would create a conflict of interest under the Company’s Ethics and Code of Conduct Policy and any successors thereto.
(e) Further, the Executive covenants, warrants and represents that the Executive shall:
(i) devote the Executive’s full and best efforts to the fulfillment of the Executive’s employment obligations hereunder;
(ii) exercise the highest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of the Executive’s duties hereunder; and
(iii) endeavor to prevent any harm, in any way, to the business or reputation of the Company Group.
(f) For purposes of this Section 2, the determination of whether any matter or transaction constitutes a conflict of interest hereunder shall be made solely by the Board in its reasonable discretion; provided, that any matter or transaction that is permitted by or otherwise in compliance with the terms and conditions of all applicable ethics, conflict of interest or similar written policies of the Company Group in effect at the time of such determination shall not be a conflict of interest hereunder. The determination of whether any matter or transaction is permitted by or otherwise in compliance with the terms and conditions of such policies shall be made solely by the Board in its reasonable discretion.
Appears in 1 contract
Sources: Employment Agreement (Academy Sports & Outdoors, Inc.)
Position and Duties. (a) During the Term, the Executive shall faithfully perform the duties of his employment, and shall devote to the performance of such duties his full time and attention. During the Term, the Executive shall serve in the position of President and Chief Executive Officer and shall have such duties, authorities and responsibilities commensurate with such positions at similarly situated public companies, reporting to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ in his capacity as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of DirectorsCorporation (the “Board”) (and only for so long as ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ serves as the Executive Chairman) and the Board. Subject to the following sentence, as applicable, (1) oversight all employees of the CEO Corporation (other than the Chairman and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) any other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order exceptions) shall report directly or indirectly to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent. Notwithstanding the foregoing, modify so long as ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ retains the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification title of Executive’s duties after the completion of calendar year 2022Chief Creative Officer, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. Mr. Ralph ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇exercise final executive decision-making authority over the creative direction and brand aesthetic of the Corporation and/or exercise joint authority with Executive in hiring and firing decisions regarding the senior executives that head the Corporation’s design and marketing functions.
(b) As soon as practicable after the Start Date, the Cleveland Clinic and Executive shall be appointed to the Rock and Roll Hall of Fame)Board, and (ii) manage his personal or family investmentsthereafter during the Term, so long as none of such activities significantly interferes with the Corporation shall cause the Executive to be nominated for re-election to the Board each time the Executive’s term on the Board would expire.
(c) During the Term, the Executive may engage in outside activities provided those activities do not conflict with the duties and responsibilities enumerated hereunder, and provided further that the Executive receives written approval in advance from the Corporation for any outside business activity that may require significant expenditure of the Executive’s time in which the Executive plans to become involved, whether or not such activity is pursued for profit. The Executive shall be excused from performing any services hereunder during periods of temporary incapacity in accordance with the Corporation’s disability policy.
Appears in 1 contract
Position and Duties. During (a) The Company agrees to retain Executive, and Executive agrees to serve, in the Term, capacity of Vice President and Chairman of the Executive shall serve as the Executive Chairman Board of the Company. Executive’s duties as Executive Chairman and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall include: (a) share exclusive responsibility for the Company’s capital allocation general management, direction and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee control of the Board of Directors, as applicable, (1) oversight business and affairs of the CEO Company and periodic evaluation of his/her performance; shall have all the rights, duties and (2) recommendation of CEO compensation; (f) evaluation powers which are commonly incident to the office of the CFO in conjunction with the CEO Vice President and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation attendant to that of the vice president and capital market activities; significant mergerchairman of the board of a subsidiary of a publicly traded company. Executive and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ will, acquisitionsubject to consultation with, divestitureand approval of, or similar activities; and leadership of the Board of DirectorsDirectors (the "Board") of the Company with respect to any major strategic initiative, share exclusive decision-making power over any decisions with respect to the Company's policies, management and personnel. During Executive agrees, if requested by the TermBoard, to serve without additional compensation in such capacity and perform such duties with respect to any of the Company's affiliates that are engaged in a business similar to that of the Company.
(b) Executive shall agrees to devote significant working his full business time and efforts attention to the business and affairs of the CompanyCompany and will use his best efforts in performing faithfully his duties under this Agreement.
(c) Executive shall use his reasonable best efforts to perform faithfully and efficiently his duties under this Agreement, consistent with completion of his job duties as Executive Chairman as set forth aboveand shall not engage in or be employed by any other business; provided, however, that it nothing contained herein shall not be considered a violation of the foregoing for the prohibit Executive to from (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve serving as a member of the board of directors (or directors, board of trustees) trustees or as a committee memberthe like of any for-profit entity that does not compete with the Company, as the case may beor performing services of any type for any civic or community entity, of Consolidated Precision Products Corp.whether or not Executive receives compensation therefor, Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage investing his personal assets in such form or family investments, so manner as shall not require any significant services on his part in the operation of the business of or property in which such investment is made as long as none of such activities significantly interferes business does not compete with the Company, including, but not limited to, engaging in real estate investing and development activities and owning and self-managing family-owned businesses and investment properties, (iii) serving in various capacities with, and attending meetings of, industry or trade groups and associations, or (iv) owning less than 5% of the equity securities of any corporation or other entity that is publicly traded on a national securities exchange or market, as long as Executive’s duties hereunder's engaging in any activities permitted by virtue of clauses (i), (ii), (iii) and (iv) above does not materially interfere with the ability of Executive to perform the services and discharge the responsibilities required of him under this Agreement.
(d) During the period of his employment under this Agreement, Executive shall not be required, except with his prior written consent, to relocate his principal place of employment outside the metropolitan Phoenix, Arizona area. Required travel on the Company's business shall not be deemed a relocation.
Appears in 1 contract
Sources: Employment Agreement (Bnccorp Inc)
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) Effective at the Company’s capital allocation and capital market activities; (b) close of business on the Company’s mergerEffective Date, acquisition, divestiture, and similar activities; (c) which shall be the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) effective date of the Company’s annual business plan and public guidance; (e) in conjunction with appointment by the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become a Chairman of the Board and retain responsibility for capital allocation Chief Executive Officer of the Company to succeed the Executive, the Executive agrees to resign as Chairman of the Board, President and capital market activities; significant mergerChief Executive Officer of the Company and as a director and officer of its subsidiaries and affiliates, acquisitionand such resignations shall be effective without any further action by the Executive.
(b) From the Effective Date until January 31, divestiture2001 (the "Initial Period"), or similar activities; and leadership the Company agrees to employ the Executive with the title Advisor to the Chairman of the Board and Chief Executive Officer. In that capacity, the Executive shall assist the new Chairman of Directorsthe Board and Chief Executive Officer of the Company with the transition to his office and to that end the Executive will (i) advise the new Chairman of the Board and Chief Executive Officer on issues and other matters affecting the Company, (ii) introduce the new Chairman of the Board and Chief Executive Officer to customers and suppliers of the Company, and (iii) perform such other duties, which duties shall not be inconsistent with the foregoing, and have such other responsibilities as the new Chairman of the Board and Chief Executive Officer of the Company or the Board of Directors shall prescribe. During the TermInitial Period, the Executive shall devote significant working his full professional time and efforts attention to the business duties and affairs of the Company, consistent with completion responsibilities of his job duties as Executive Chairman as set forth aboveposition; provided, that it shall so long as such activities do not be considered a violation of substantially interfere with the foregoing for duties the Executive may devote a reasonable amount of time to (i) with the prior consent service as a director on one or more corporate boards of directors, (ii) civic and charitable activities, and (iii) personal estate and financial planning and investment activities. The Executive will retire as an employee of the Board Company effective February 1, 2001.
(which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the c) The Executive shall, subject to the limitation set forth below, be permitted to will continue to serve as a member director of the board Company through the December 2000 meeting of directors the Board of Directors of the Company, which is presently scheduled for December 11, 2000. Upon the appointment of his successor to the office of Chairman of the Board of the Company, the Executive shall have the title Chairman Emeritus of the Board of Directors of the Company.
(or board of trusteesd) or From February 1, 2001 until January 31, 2003, the Company agrees to engage the Executive as a committee memberconsultant and the Executive agrees to serve the Company in a consulting capacity (the "Consulting Period"). In that capacity, the Executive shall make himself available to the Company upon the Company's reasonable request at such times as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic Company and the Rock Executive shall mutually agree to: (i) consult with officers and Roll Hall advisors to the Company regarding issues and matters affecting the Company, (ii) introduce the new Chairman and Chief Executive Officer customers and suppliers of Fame)the Company and otherwise entertain customers and suppliers for the Company, and (iiiii) manage his personal or family investments, so long perform such other functions as none of such activities significantly interferes with the Executive’s duties hereunderCompany and the Executive shall mutually agree.
Appears in 1 contract
Sources: Employment and Consulting Agreement (Armstrong World Industries Inc)
Position and Duties. (a) During the TermEmployment Period, the Executive shall serve as the Executive Chairman Vice President, Marketing and Furniture Leasing of the Company and shall have the normal duties, responsibilities, functions and authority of the Executive Vice President, Marketing and Furniture Leasing, subject to the power and authority of the Board of Representatives of International Market Centers GP, LLC (provided that, following the consummation of the contemplated initial public offering of equity securities of International Market Centers, Inc. (“Parent”) pursuant to an offering registered under the Securities Act of 1933, Executive shall be subject to the power and authority of the Board of Directors of Parent) (such applicable board, the “Board”), in consultation with the Company’s Chief Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent, the Company and their Subsidiaries administrative, financial and other executive and managerial services that are consistent with Executive’s duties position as the Executive Chairman shall include: (a) Vice President, Marketing and Furniture Leasing of the Company’s capital allocation and capital market activities; , as the Board may from time to time direct.
(b) Executive shall report to the Company’s merger, acquisition, divestitureChief Executive Officer and the Board, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working his full business time and efforts attention (except for vacation periods consistent with past practice and the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with Parent’s, the Company’s and their Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, consistent with completion of his job duties as Executive Chairman as set forth above; providedshall not, that it shall not be considered a violation of the foregoing for the Executive to (i) with without the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior written consent of the Board, perform other services for compensation for the benefit of any Person other than the Company and its Affiliates. Unless otherwise agreed by the parties to this Agreement, Executive’s primary place of work shall (other than travel reasonably required for Company business) be in the greater High Point, North Carolina metropolitan area; provided, that Executive shallacknowledges and agrees that Executive’s position will require extensive time spent in the greater Las Vegas, subject Nevada metropolitan area, with the time allocated between such areas to be determined by the Board in its sole discretion with consideration to the limitation set forth below, be permitted to continue to serve as a member needs of the board business.
(c) For purposes of directors this Agreement, “Subsidiaries” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person (or, in the case of a partnership, limited liability company or board other similar entity, control of trusteesthe general partnership, managing member or similar interests) or as Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereundercombination thereof.
Appears in 1 contract
Sources: Employment Agreement (International Market Centers, Inc.)
Position and Duties. During Employer hereby employs Employee as Vice President, Corporate Controller of Centuri. Employee shall devote his full business time, attention and effort to the Termperformance of this Agreement and to his duties as Vice President, the Executive shall serve as the Executive Chairman Corporate Controller. The Employee understands and agrees that change in his reporting structure or a modification of the Companyduties performed in this position does not constitute a fundamental alteration to his employment or to this Agreement.
1. Executive’s Employee shall faithfully adhere to, execute and fulfill the duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s mergerVice President, acquisition, divestitureCorporate Controller as in effect from time to time, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) any such other duties as mutually agreed shall be assigned to Employee from time to time by ▇▇▇▇▇▇▇’s CFO, President & CEO or the Executive Chairman Board.
2. Employee agrees to devote full business time, attention and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts effort to the business and affairs of Employer, to discharge the Companyresponsibilities assigned to Employee hereunder, consistent with completion and to use Employee’s reasonable best efforts to perform such responsibilities in a diligent, trustworthy, businesslike and efficient manner.
3. Employee shall not, during the term of his job employment, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Employee’s duties as Executive Chairman as set forth above; provided, that it and responsibilities to Employer. The foregoing limitations shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve construed as prohibiting Employee from serving on corporate, industry, civic or charitable boards or committees committees, delivering lectures or fulfilling speaking engagements, teaching at educational institutions, or making personal investments, so long as (providedi) such activities do not significantly interfere with the performance of Employee’s responsibilities to Employer, that without such prior consent of the Board, the Executive shall, subject to the limitation as set forth belowin this Agreement, be permitted to continue to serve as or present a member conflict of the interest; and (ii) any outside board of directors (or board of trustees) or as a position and/or committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ membership is approved by ▇▇▇▇▇▇▇’s President & CEO.
4. In the performance of his duties, Employee shall use his best efforts to adhere to the Cleveland Clinic legal requirements codified in statutes, ordinances and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereundergovernmental regulations applicable to Employer.
Appears in 1 contract
Position and Duties. (a) During the TermEmployment Period, the Executive shall serve as the Chief Executive Officer and Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors of the Company and may also serve as such for each of its subsidiaries unless otherwise set forth in corporate documents, employment agreements with other employees or public filings, and shall have the Compensation Committee usual and customary duties, responsibilities and authority of a Chief Executive Officer and Chairman of the Board subject to the power of the Board of Directors, as applicable, (1) oversight Directors of the CEO and periodic evaluation of his/her performance; and Company (2the “Board”) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman reasonably expand or limit such duties; , responsibilities and authority and (kii) such other duties as mutually agreed to override the actions of the Executive. The Executive shall, if so requested by the Executive Chairman and Company, also serve with or without additional compensation, as an officer, director or manager of entities from time to time directly or indirectly owned or controlled by the Board of Directors. In order to provide for Company (each an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022“Affiliate,” or collectively, the “Affiliates”).
(b) The Executive will become Chairman of shall report to the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working his best efforts and substantially all of his active business time and efforts attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, consistent with completion Company and its Affiliates. The Executive shall perform his duties and responsibilities to the best of his job abilities in a diligent and professional manner.
(c) In addition to any responsibilities, tasks or duties as Executive Chairman as set forth above; providedherein, that it specific responsibilities, tasks and duties are set forth on Appendix 1 attached hereto.
(d) The foregoing restrictions shall not be considered a violation of the foregoing for limit or prohibit the Executive to (i) from engaging in passive investment, inactive business ventures and community, charitable and social activities not interfering with the prior consent of the Board Executive’s performance and obligations hereunder.
(which consent shall not unreasonably be withheld), serve e) The Executive currently serves on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors and participates in the management of Alliance Acquisitions, Inc. (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame“Alliance”), a company that provides financing and (ii) manage his personal or family investments, so long as none of such activities significantly interferes consulting services to the Company. The Executive has been working with the Executive’s duties hereunderCompany and Alliance for several years without incident and will continue his positions with Alliance during the Employment Period.
Appears in 1 contract
Sources: Employment Agreement (Wowio, Inc.)
Position and Duties. (a) During the TermEmployment Period, the Executive shall serve as a Chief Financial Officer and Senior Vice President of Finance of the Executive Chairman Company and shall have the normal and reasonable duties, responsibilities and authority commensurate with such position as determined by the Board of Directors of the Company, and as directed by the President of the Company. Executive’s duties as Executive Chairman 's services pursuant to this Agreement shall include: (a) be performed primarily at the Company’s capital allocation 's principal place of business in Orange County, California, and capital market activities; at such other facilities of the Company as are necessary for the Executive to perform his duties hereunder.
(b) Executive shall report to the President of the Company’s merger, acquisition, divestiture, . Executive shall devote Executive's reasonable best efforts and similar activities; Executive's full business time and attention (cexcept for permitted vacation periods and reasonable periods of illness or other incapacity and as provided hereinbelow) to the business and affairs of the Company during the normal business hours of the executive offices of the Company’s overall strategy. Executive shall perform Executive's duties and responsibilities to the best of Executive's abilities in a reasonably diligent, including organization structuretrustworthy, compensation strategy businesslike and products or markets served; (d) efficient manner. Notwithstanding the Company’s annual business plan foregoing, the Company acknowledges and public guidance; (e) in conjunction with agrees that Executive shall have the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; right to: (i) participation in oversee Executive's business of providing accounting, merger and acquisition, and consulting services unrelated to the investor relations function; (j) other activities as required to perform the Executive Chairman duties; Company, and (kii) such participate in other duties passive investment activities (the "Permitted Activities"), provided and only 2 so long as mutually agreed by the Executive Chairman commits to and the Board provides at least eighty percent (80%) of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working his full business time and efforts attention to the business and affairs of the Company, consistent with completion and such Permitted Activities do not (a) interfere with, or impair, Executive's discharge of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)Company, and (iib) manage his personal or family investments, so long as none of such activities significantly interferes are non-competing and non-conflicting with the Executive’s duties hereunderinterests and business of the Company. For this purpose, the determination of whether Executive is providing at least eighty percent (80%) of his full business time and attention to the business and affairs of the Company shall be determined by the President of the Company, whose determination shall take into account the spirit and intent of this section.
Appears in 1 contract
Position and Duties. (a) The Executive shall serve as President of the Company until the election of a new President and Chief Operating Officer in accordance with the succession plan approved by the Board, unless otherwise mutually agreed. Throughout that period and thereafter until the Company’s Annual Meeting of Shareholders to be held on April 22, 2010, and unless otherwise mutually agreed, the Executive shall serve as Chief Executive Officer of the Company and the Chairman of the Board and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position as President and Chief Executive Officer of the Company and Chairman of the Board. During the Termremainder of the Employment Period and unless otherwise mutually agreed, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation shall have such responsibilities and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position as Chairman of the Board of Directors. Board.
(b) During the TermEmployment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote significant substantially all his working time and efforts during normal business hours to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedunder this Agreement, that it use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none of such activities do not significantly interferes interfere with the performance of the Executive’s duties hereunderresponsibilities as an employee of the Company in accordance with this Amended Agreement or otherwise violate the provisions of Section 14.
Appears in 1 contract
Sources: Executive Employment Contract (Sensient Technologies Corp)
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Executive Chairman President (“President”) of the Company. Executive’s , with such authority, duties and responsibilities as Executive Chairman shall include: (a) are normally attendant to such position and such other duties commensurate with the position of President of the Company that may be reasonably assigned by the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the Compensation Committee “Board”). The Executive shall report to the Chief Executive Officer of the Board Company.
(ii) During the Employment Period, and excluding any periods of Directors, as applicable, (1) oversight of the CEO vacation and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required sick leave to perform which the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022entitled, the Executive will become Chairman agrees to devote all of the Board his business attention and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of and to use his job duties as Executive Chairman as set forth above; providedreasonable best efforts to perform such responsibilities. During the Employment Period, that it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) consistent with Company governance policies, serve on corporate boards or committees of businesses that are not competitors of the Company, with prior consent written approval of the Board or an authorized committee thereof, (which consent shall not unreasonably be withheld), B) serve on corporate, industry, civic or charitable boards or committees committees, (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trusteesC) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic manage personal and the Rock and Roll Hall of Fame)family investments, and (iiD) manage his personal engage in lectures or family investmentsteaching, so long as none of any such activities significantly interferes referenced in Sections 3(a)(ii)(A)-(D) do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to this Agreement; provided, however, for the avoidance of doubt, during the Employment Period, the Executive shall not hold any other management positions at other companies or any other entities. Notwithstanding the foregoing, so long as such activities do not interfere with the Executive’s duties hereunderand responsibilities to the Company, the Executive shall be able to manage and oversee Executive’s existing assets and the existing assets and business of TPMC Realty Corporation and its Affiliates (as defined below) (“TPMC”), but shall not make any new investments on or after the Effective Date unless (1) such investments are passive investments that are not competitive with the Company and the Executive provides notice to the Company of such investments within ten (10) days following any such investment; or (2) the Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld. For purposes of this Agreement, the term “Affiliate” has the meaning given to such term under the Securities Act of 1933.
Appears in 1 contract
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation During the Protection Period, (A) 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 90-day period immediately preceding the Change of Control Date and (B) except when traveling in the investor relations functionnormal course of business, Executive's services shall be performed at the location where Executive was employed immediately preceding the Change of Control Date or any office or location less than twenty-five (25) miles from such location; provided, however, that Executive shall be deemed conclusively to have agreed to the terms of any alternative job assignment unless, within thirty (j30) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed days after being informed by the Company of such alternative job assignment, Executive Chairman informs the Company in writing that Executive deems such alternative job assignment to be inconsistent with the requirements of clause (A) and/or clause (B) above and the Board reasons therefor and the Company fails to rectify any such inconsistencies within thirty (30) days of Directorsreceiving such Notice. In order No change in status, office, title or reporting requirements shall be deemed to provide for an orderly transition have occurred by reason of senior executive leadership, it a change in the personnel holding any position in the Company or by reason of a change which is anticipated that inherent in the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman occurrence of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership transaction constituting a Change of the Board of Directors. Control.
(ii) During the TermProtection Period, the and excluding any periods of vacation and sick leave to which Executive shall is entitled, Executive agrees to devote significant working his full time and efforts attention spent on business matters to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to Executive Chairman as set forth above; providedhereunder, that to use Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Protection Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without fulfill speaking engagements or teach at educational institutions, (C) manage personal investments and (D) perform such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, other activities as the case Board of Directors may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investmentsapprove, so long as none such activities do not interfere with the performance of 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 Executive prior to the Change of Control Date, the continued conduct of such activities significantly interferes (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to interfere with the performance of Executive’s duties hereunder's responsibilities to the Company.
Appears in 1 contract
Sources: Change of Control Severance Agreement (Brooks Fiber Properties Inc)
Position and Duties. During (a) Subject to the Termterms and conditions contained herein, the Executive shall continue to serve as President of PARC and, in such capacity, shall provide such services and perform such functions, consistent with the Executive Chairman nature of such position, as shall be determined from time to time by, or pursuant to authority of, the board of directors of PARC (the "Board of Directors") and such other reasonable duties as are from time to time designated by the President of the Company. Executive’s duties as The Executive Chairman shall include: (a) observe all directives, rules, policies, regulations, customs and practices now or hereafter established by PARC or the Company’s capital allocation and capital market activities; Company for the conduct of its business to the extent the foregoing are not materially inconsistent with the terms of this Agreement.
(b) the Company’s mergerThe Executive understands and agrees that he may be required to undertake normal business travel from time to time, acquisitionhowever, divestiturenot to exceed 30 Business travel days per year ("Business Travel Days"), and similar activities; provided that:
(ci) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with Executive shall be solely obligated annually to provide written notice to the Board of Directors or when the Compensation Committee number of Business Travel Days reaches 20 days (the "Travel Notice"), and upon the Executive's failure to provide such Travel Notice, no Business Travel Days occurring after the 20th Business Travel Day but prior to the Board of Directors, as applicable, (1) oversight ' receipt of the CEO and periodic evaluation of his/her performance; and Travel Notice, shall count toward the Business Travel Days;
(2ii) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction any extraordinary business travel required by PARC with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required respect to perform the Executive Chairman duties; and (k) such other duties as transactions or special projects mutually agreed to by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors willand the Executive that are outside of the ordinary course of PARC's business shall not count toward the Business Travel Days; and
(iii) for purposes of this Section 2, after the completion of calendar year 2022 and with a "Business Travel Day" does not require an overnight stay by the Executive’s consent. Business travel by the Executive less than 250 miles from Deerfield Beach, modify Florida requiring an overnight stay shall constitute a "Business Travel Day," however, in no event shall business travel by the Executive less than 250 miles from Deerfield Beach, Florida in which the Executive is not required to stay overnight be counted toward the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder's Business Travel Days.
Appears in 1 contract
Sources: Employment Agreement (Asset Acceptance Capital Corp)
Position and Duties. (i) From the date of execution of this Agreement through the employment start date of a successor General Counsel, Chief Legal Officer or any other individual who is the senior-most employee in charge of legal matters for the Company that the Company hires (such employment start date, the “Transition Date”), the Executive will continue to serve as General Counsel of the Company, with the responsibilities, duties and authority that are consistent with the Executive’s past practice and that may be assigned to the Executive from time to time by the Reporting Officer (as defined in Section 1(a)(iv) below).
(ii) During the Term (as defined in Section 2 below), the Executive will continue to serve as a member of the Board of Directors (the “Board”) of the Company. In addition, during the Term, the Executive shall serve as Secretary of the Board if so designated by the Company’s Chief Executive Officer.
(iii) From and after the Transition Date, the Executive will serve as the Executive Vice Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the , and, in such capacity, will continue to be a senior executive of Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee responsibilities, duties and authority to oversee and advise on such strategic, corporate and business matters of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required Company that may be assigned to perform the Executive Chairman duties; and (k) such other duties as mutually agreed from time to time by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. Reporting Officer.
(iv) During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to will (i) with report to either (A) the prior consent Chairman of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent so long as the Chairman of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. Board is ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ and/or a full-time employee of the Company), (B) the Company’s Chief Executive Officer or (C) the Company’s President (as applicable, the Cleveland Clinic and the Rock and Roll Hall of Fame), “Reporting Officer”) and (ii) manage his personal devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to the performance of the Executive’s duties with the Company.
(v) During the Term, the Company may change the Executive’s duties and responsibilities so long as the Executive has the title of General Counsel, Executive Vice Chairman, or family investmentsExecutive Vice President – Corporate (each, a “Permitted Title”). If at any time during the Term the Executive is not serving as General Counsel and is not a member of the Board, the Company may change the Executive’s title from General Counsel or Executive Vice Chairman to Executive Vice President – Corporate, so long as none the Executive continues to be treated as a senior executive of the Company for all purposes. If at any time during the Term the Company does not have a General Counsel, Chief Legal Officer or any other individual who is the senior-most employee in charge of legal matters for the Company, then the Executive will serve in any such activities significantly interferes with position if requested by the Executive’s duties hereunderReporting Officer.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Chief Executive Chairman Officer of the Company. Executive’s , with such duties and responsibilities as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureare commensurate with such position, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with shall report to the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of DirectorsParent Board. In order addition, during the Employment Period, subject to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Section 4(g), the Executive will become shall serve as (or appoint a designee to serve as) Chairman of the Board and retain responsibility for capital allocation shall serve as Chairman of the Parent Board and capital market activitiesshall be nominated (and re-nominated) by the Company and the GP, as applicable, to remain on such boards during the Employment Period. The Executive’s principal locations of employment shall be at the Company’s offices in Austin, Texas and San Jose, California; significant mergerprovided, acquisitionhowever, divestiturethat the Executive will spend sufficient and reasonable working hours at the Company’s offices in Austin, or similar activities; Texas, and leadership provided further that the Executive may be required under reasonable business circumstances to engage in additional travel to that described above in connection with performing his duties under this Agreement.
(ii) The Executive agrees that during the Employment Period, he shall devote all of his business time, energies and talents to serving as the Company’s Chief Executive Officer, as a director and Chairman of the Board (if applicable) and as a director and Chairman of Directorsthe Parent Board, and perform his duties conscientiously and faithfully subject to the lawful directions of the boards, and in accordance with each of the Company’s corporate governance and ethics guidelines, conflict of interests policies, and codes of conduct (collectively, the “Company Policies”). During the TermEmployment Period, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing this Agreement for the Executive Executive, subject to (i) with the prior consent requirements of the Board (which consent shall not unreasonably be withheld)Section 10, to serve on corporate, industry, civic or charitable boards or committees (committees; provided, that that, without such prior consent the written approval of the Parent Board, which shall not be unreasonably withheld, the Executive shall, subject to the limitation set forth below, be permitted to continue to shall not serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of on more than one such activities significantly interferes with the Executive’s duties hereundercorporate board.
Appears in 1 contract
Sources: Employment Agreement (Freescale Semiconductor Holdings I, Ltd.)
Position and Duties. During (a) The Executive shall serve as Chairman, Chief Executive Officer, and President of the Company and EE Enterprises, and as Chairman of Xenergy, and shall also serve as an officer of Energy East with the title of Vice Chairman. The Executive shall be a member of Energy East's senior management team and shall have the executive management responsibility for, and authority over, Energy East's gas distribution businesses in the New England states, and Xenergy and EE Enterprises. In addition, if ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ has not become the Chief Executive Officer of Xenergy by the beginning of the Term, the Executive shall serve as Chief Executive Officer of Xenergy until ▇▇. ▇▇▇▇▇▇▇▇▇ assumes that position (or if sooner, until the Executive Chairman end of the CompanyTerm). Executive’s duties as Executive Chairman shall include: (a) In addition, beginning on the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee later of the Board of Directors, as applicable, (1) oversight first day of the CEO Term and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation the Effective Time of the CFO in conjunction with CTG Merger, until the CEO and the Board end of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall serve as Chairman of the Board of Directors of CTG. Finally, if the Effective Time of the CTG Merger (as defined in the CTG Merger Agreement) has not occurred as of the beginning of the Term, the Executive shall also serve as President of Xenergy until the Effective Time of the CTG Merger (or if sooner, until the end of the Term).
(b) The Executive shall have such responsibilities, duties and authority that are consistent with such positions as may from time to time be assigned to the Executive by the Chairman of the Board. The Executive shall devote significant substantially all his working time and efforts to the business and affairs of Energy East, the Company, consistent with completion of his job duties as Executive Chairman as set forth aboveEE Enterprises, Xenergy and their affiliates; provided, however, that it shall not be considered a violation of the foregoing for the Executive to (i) may also serve on the boards of directors or trustees of other non-affiliated companies and organizations, as long as such service does not substantially interfere with the prior consent performance of the Board his duties hereunder or violate his obligations under Section 10 hereof.
(which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, c) While the Executive shallis employed pursuant to this Agreement, subject to the limitation set forth below, he shall also be permitted to continue nominated to serve as a member of the board of directors (or board of trustees) or Board, and if elected as such a member, shall serve as a committee membermember of the Board. Upon the termination of his employment hereunder for any reason, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of he shall immediately resign from such activities significantly interferes with the Executive’s duties hereunderposition.
Appears in 1 contract
Position and Duties. (a) During the TermEmployment Period, the Executive shall serve as the Executive Chairman Vice President and Chief Financial Officer of the Company. Executive’s Company and Holdco with such duties and responsibilities as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with are assigned to him by the Board of Directors or of Holdco (the Compensation Committee “Board”), any committee of the Board or the Chief Executive Officer of DirectorsHoldco (the “CEO”) consistent with his position as Executive Vice President and Chief Financial Officer of the Company and Holdco, including, as applicablethe CEO may request, (1) oversight without additional compensation, to serve as an officer or director of certain of the CEO subsidiaries and periodic evaluation other affiliates of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of Holdco and/or the CFO in conjunction with Company. During the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Employment Period, the Executive will become Chairman of shall report to the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. CEO.
(b) During the TermEmployment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote significant working his full attention and time and efforts during normal business hours to the business and affairs of the Company, consistent with completion of Company and Holdco and shall use his job duties as reasonable best efforts to carry out the responsibilities assigned to the Executive Chairman as set forth above; provided, that it faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedii) deliver lectures, that without such prior consent of the Boardfulfill speaking engagements or teach at educational institutions, the Executive shall, subject to the limitation set forth below, be permitted to continue to (iii) serve as a member of on the board of directors (or board of trustees) or as a committee memberother companies, so long as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of FameBoard approves such appointments (such approval not to be unreasonably withheld), and or (iiiv) manage his personal or family investments, so long as none of such activities significantly interferes do not compete with and are not provided to or for any entity that competes with or intends to compete with the Company, Holdco or any of their respective subsidiaries and affiliates and does not unreasonably interfere with the performance of the Executive’s duties hereunderresponsibilities as an employee of the Company or Holdco in accordance with this Agreement.
Appears in 1 contract
Position and Duties. (i) During the TermInitial Period, the Executive shall serve as the President and Chief Operating Officer of the Company, and, during the Second Period, the Executive shall serve as the President and Chief Executive Officer of the Company, and, during the Third Period, the Executive shall serve as the President and Chief Executive Officer of the Company and Chairman of the CompanyBoard, in each case, with such duties and responsibilities as are customarily assigned to such positions. Executive’s duties as During the Initial Period, the Executive Chairman shall include: (a) report directly to the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the Initial CEO and the Board of Directors; (g) leadership of and, during the Board of Directors; (h) periodic review of the officer succession planning process Second Period and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the TermThird Period, the Executive shall report directly to the Board. The Board shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. During the Employment Period, the Executive shall be appointed to and shall serve on the Board without additional consideration.
(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 significant working substantially all of his business attention and time and efforts to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with subject to the prior consent approval of the Board (which consent shall not unreasonably be withheld)Board, serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none 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 if in the aggregate such pre-Effective Date activities and such similar activities do not require a commitment of time from the Executive that is materially greater than the time devoted to such pre-Effective Date activities) subsequent to the Effective Date shall not thereafter be deemed to interfere significantly interferes with the performance of the Executive’s duties hereunderresponsibilities to the Company.
Appears in 1 contract
Position and Duties. (i) During the TermProtected Period, (A) there shall be no material diminution of (x) the Executive’s authority, duties or responsibilities; (y) the authority, duties or responsibilities of the individual or group to whom the Executive reports; or (z) the Executive’s budgetary authority, in each case as in effect immediately prior to the Change in Control (without limiting the generality of the foregoing, for the purposes of this clause (A) a material diminution will be deemed to have occurred if the Executive does not maintain substantially the same or greater authority, duties or responsibilities with the ultimate parent corporation of a controlled group of corporations of which the Company is a member upon consummation of the transaction or transactions constituting the Change in Control), (B) the Executive’s services shall be performed at the office where the Executive was employed immediately preceding the date of the Change in Control or any office or location less than 50 miles from such office, unless the Executive is on international assignment on the date of the Change in Control and is relocated as a result of the Executive’s being repatriated, and (C) the Executive shall not be required to travel on Company or Affiliated Company business to a substantially greater extent than required immediately before the Change in Control.
(ii) During the Protected Period, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: agrees to devote reasonable attention and time during normal business hours (aexcept when on authorized vacation, holidays or sick leave) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the CompanyCompany and the Affiliated Companies, consistent with completion of his job duties as and, to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth abovehereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities; provided, that it shall not be considered a violation of the foregoing for the Executive to may (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees and committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic fulfill speaking engagements and the Rock and Roll Hall of Fame)teach at educational institutions, and (iiC) manage his personal or family investments, so long as none 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 provided, further, that to the extent that any such activities have been conducted by the Executive before the date of the Change in Control, the continued conduct of such activities significantly interferes or other activities similar in nature and scope thereto after the date of the Change in Control shall not be deemed to interfere with the performance of the Executive’s duties hereunderresponsibilities to the Company and the Affiliated Companies.
Appears in 1 contract
Position and Duties. During the Term, the Executive shall will serve as the Chief Executive Chairman Officer of the Company. Executive’s The Executive agrees that during the Term, as defined below, she shall dedicate her full business time, attention and energies (except as provided below) to performing her duties to the Company, as Executive Chairman shall include: (a) prescribed by the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with Executive Chair of the Board of Directors or the Compensation Committee Board of Directors. The Executive will manage the business affairs of the Company and perform the duties typically assigned to the chief executive officer of a similarly situated company in the Company’s industry. The Executive shall also perform such other reasonable duties as may hereafter be assigned to her by the Executive Chair of the Board of Directors or the Board of Directors, consistent with her abilities and position as applicablethe Chief Executive Officer, (1) oversight including providing such further services to the Company as may reasonably be requested of her. The Executive will report to the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership Executive Chair of the Board of Directors; (h) periodic review Directors and carry out the decisions and otherwise abide by and enforce the rules and policies of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of DirectorsCompany. During the Term, Executive shall perform the services required by this Agreement in Sarasota, Florida, except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder. The Executive shall devote significant working time and her best efforts to the business and affairs of the CompanyCompany and, consistent during the Term and shall comply with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of at all times the foregoing for restrictive covenants provided in Sections 5 and 7 below. The Company and the Executive to acknowledge and agree that, during the Term, Executive shall be permitted to: (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), committees; and (ii) and on such additional corporate boards as the Nominating and Governance Committee and the Board may approve; and (iii) manage his passive personal or family investments, so long as none of any such activities significantly interferes activities, individually or in the aggregate, do not unduly interfere with the performance of Executive’s duties hereunderresponsibilities as an executive officer of the Company in accordance with this Agreement.
Appears in 1 contract
Position and Duties. During the TermEmployment Period, the Executive shall serve as Executive Vice President and Chief Financial Officer of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company (the “Board”) or the Chairman of the Company (the “Chairman”) shall from time to time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. Executive’s duties Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive Chairman shall include: from (a) serving on the Company’s capital allocation and capital market activities; board of directors of any business corporation with the consent of the Board or the Chairman, (b) serving on the Company’s mergerboard of, acquisitionor working for, divestitureany charitable or community organization, and similar activities; or (c) pursuing his personal financial and legal affairs, so long as the Company’s overall strategyforegoing activities, including organization structureindividually or collectively, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction do not interfere with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification performance of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman hereunder or violate any of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership provisions of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunderSection 9 hereof.
Appears in 1 contract
Sources: Employment Agreement (Hartford Financial Services Group Inc/De)
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Chief Executive Chairman Officer of the Company. Executive’s , with the appropriate authority, duties as and responsibilities attendant to such position and any other duties commensurate with the position of Chief Executive Chairman shall include: (a) Officer of the Company that may be reasonably assigned by the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the Compensation Committee of “Board”). The Executive shall report solely to the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform Board. The Company has elected the Executive Chairman duties; to the Board.
(ii) During the Employment Period, and (k) such other duties as mutually agreed by excluding any periods of vacation and sick leave to which the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022entitled, the Executive will become Chairman agrees to devote all of the Board his business attention and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of and to use his job duties as Executive Chairman as set forth above; providedreasonable best efforts to perform such responsibilities. During the Employment Period, that it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) consistent with Company governance policies, serve on corporate boards or committees of businesses that are not competitors of the Company, with prior consent written approval of the Board or an authorized committee thereof, (which consent shall not unreasonably be withheld), B) serve on corporate, industry, civic or charitable boards or committees committees, (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trusteesC) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic manage personal and the Rock and Roll Hall of Fame)family investments, and (iiD) manage his personal engage in lectures or family investmentsteaching, so long as none of any such activities significantly interferes do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to this Agreement; provided, however, for the avoidance of doubt, during the Employment Period, the Executive shall not hold any other management positions at other companies. Notwithstanding the foregoing, so long as such activities do not interfere with the Executive’s duties and responsibilities to the Company, the Executive shall have oversight of the Executive’s existing assets and the existing assets and business of TPMC Realty Corporation and its Affiliates (as defined below) (“TPMC”), but shall not make any new investments on or after the Effective Date unless (1) such investments are passive investments, (2) such investments are not competitive with the Company, and (3) the Executive provides notice to the Company within ten days following any such investment. For purposes of this Agreement, the term “Affiliate” has the meaning given to such term under the Securities Act of 1933.
(iii) The Executive represents and warrants to the Company that (A) neither the execution nor delivery of this Agreement nor the performance of the Executive’s duties hereunder violates or will violate the provisions of any other agreement to which the Executive is a party or by which the Executive is bound, (B) the Executive will not use or disclose, in connection with his employment by the Company or otherwise, any confidential and/or trade secret information of any of his prior employers or any other party, and (C) to the knowledge of the Executive, none of his activities relating to TPMC could be reasonably expected to interfere with his discharge of his duties hereunder.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Chief Financial Officer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s position as Chief Financial Officer of the Company, and shall have such duties and responsibilities as are assigned to the Executive Chairman by the Board consistent with the Executive’s position as Chief Financial Officer of the Company. The Executive shall report to the Chief Executive Officer of the Company. The Executive shall work remotely from both the Executive’s duties home office and as Executive Chairman shall include: (a) reasonably requested from time to time at the Company’s capital allocation principal executive offices and capital market activities; (b) such other locations as needed or reasonably requested from time to time by the Chief Executive Officer of the Company’s merger, acquisition, divestiture, and similar activities; (c) . Following the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual closing of that certain business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed combination transaction by the Executive Chairman and Company with Bioplus Acquisition Corp. or its affiliates (the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022“de-SPAC Transaction”), the Executive will become Chairman would serve as the Principal Financial Officer and the Principal Accounting Officer of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of surviving entity in the Board of Directors. de-SPAC Transaction whose securities are listed on a national securities exchange (“PubCo”).
(ii) During the TermEmployment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote significant working reasonable attention and time during normal business hours and efforts on a full-time basis to the business and affairs of the Company, consistent with completion of his job duties as to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with be employed by the prior consent Company or any of the Board its subsidiaries or Affiliates (which consent shall not unreasonably be withheldas defined below), ; (B) serve on corporate, industry, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (provided, that without such prior consent F) serve on the boards of directors of the Board, corporate entities on which the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investmentscurrently serves, so long as none of such entities are not Competitors (as defined below) and such activities do not significantly interferes interfere with the performance of the Executive’s duties hereunderresponsibilities as an employee of the Company in accordance with this Agreement.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall continue to serve as the Chief Executive Chairman Officer of the Company. Executive’s , with such duties and responsibilities as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureare commensurate with such position, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with shall report to the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of DirectorsParent Board. In order addition, during the Employment Period, subject to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Section 4(g), the Executive will become shall continue to serve as (or appoint a designee to serve as) Chairman of the Board and retain responsibility for capital allocation shall serve as Chairman of the Parent Board and capital market activitiesshall be nominated (and renominated) by the Company and the GP, as applicable, to remain on such boards during the Employment Period. The Executive’s principal location of employment shall be at the principal headquarters of the Company; significant mergerprovided, acquisitionhowever, divestiturethat the Executive may be required under reasonable business circumstances to travel outside of the applicable principal location of employment in connection with performing his duties under this Agreement. As used in this Agreement, the term “affiliate” of an entity shall include any entity controlled by, controlling, or similar activities; under common control with such entity.
(ii) The Executive agrees that during the Employment Period, he shall devote all of his business time, energies and leadership talents to serving as the Company’s Chief Executive Officer, as a director and Chairman of the Board (if applicable) and as a director and Chairman of Directorsthe Parent Board, and perform his duties conscientiously and faithfully subject to the lawful directions of the boards, and in accordance with each of the Company’s corporate governance and ethics guidelines, conflict of interests policies, and codes of conduct (collectively, the “Company Policies”). During the TermEmployment Period, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing this Agreement for the Executive Executive, subject to the requirements of Section 10, to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (committees; provided, that that, without such prior consent the written approval of the Parent Board, which shall not be unreasonably withheld, the Executive shallshall not serve on more than one such corporate board, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (B) deliver lectures or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), fulfill speaking engagements and (iiC) manage his personal or family investments, so long as none of such activities significantly interferes do not interfere with the performance of the Executive’s duties hereunderresponsibilities under this Agreement, or violate any Company Policies. The Executive acknowledges that he has been provided copies of the existing Company Policies.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Executive Chairman President of the Company. Executive’s , with the appropriate authority, duties as Executive Chairman shall include: (a) and responsibilities attendant to such position and any other duties commensurate with the position of President of the Company that may be reasonably assigned by the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the Compensation Committee “Board”). The Executive shall report to the Chief Executive Officer of the Board Company.
(ii) During the Employment Period, and excluding any periods of Directors, as applicable, (1) oversight of the CEO vacation and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required sick leave to perform which the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022entitled, the Executive will become Chairman agrees to devote all of the Board his business attention and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of and to use his job duties as Executive Chairman as set forth above; providedreasonable best efforts to perform such responsibilities. During the Employment Period, that it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) consistent with Company governance policies, serve on corporate boards or committees of businesses that are not competitors of the Company, with prior consent written approval of the Board or an authorized committee thereof, (which consent shall not unreasonably be withheld), B) serve on corporate, industry, civic or charitable boards or committees committees, (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trusteesC) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic manage personal and the Rock and Roll Hall of Fame)family investments, and (iiD) manage his personal engage in lectures or family investmentsteaching, so long as none of any such activities significantly interferes do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to this Agreement; provided, however, for the avoidance of doubt, during the Employment Period, the Executive shall not hold any other management positions at other companies. Notwithstanding the foregoing, so long as such activities do not interfere with the Executive’s duties and responsibilities to the Company, the Executive shall have oversight of the Executive’s existing assets and the existing assets and business of TPMC Realty Corporation and its Affiliates (as defined below) (“TPMC”), but shall not make any new investments on or after the Effective Date unless (1) such investments are passive investments, (2) such investments are not competitive with the Company, and (3) the Executive provides notice to the Company within ten days following any such investment. For purposes of this Agreement, the term “Affiliate” has the meaning given to such term under the Securities Act of 1933.
(iii) The Executive represents and warrants to the Company that (A) neither the execution nor delivery of this Agreement nor the performance of the Executive’s duties hereunder violates or will violate the provisions of any other agreement to which the Executive is a party or by which the Executive is bound, (B) the Executive will not use or disclose, in connection with his employment by the Company or otherwise, any confidential and/or trade secret information of any of his prior employers or any other party, and (C) to the knowledge of the Executive, none of his activities relating to TPMC could be reasonably expected to interfere with his discharge of his duties hereunder.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the interim Chief Executive Officer of Parent and its Subsidiaries (including the Employer and any entities created and/or acquired after the date of this Agreement) and shall have the normal duties, responsibilities and authority implied by such position, which shall include defining Parent’s and its Subsidiaries’ strategy and business plan, selecting and evaluating other executives of Parent and its Subsidiaries, sourcing and completing acquisitions made by Parent and its Subsidiaries and managing the growth and operations of Parent and its Subsidiaries, and such other activities as are reasonably directed by the board of directors of Parent (the “Board”), including serving on the Board or the board of directors of any Subsidiaries of Parent, subject in each case to the power of the Board to expand, limit or otherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers. ▇▇▇▇▇▇ further agrees to continue to appoint Executive as Chairman of the Company. Executive’s Board, with all requisite rights, duties as and obligations of that position without any additional compensation for such service.
(ii) Executive Chairman shall include: (a) report to the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureBoard, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working his best efforts and his full business time and efforts attention to the business and affairs of Parent, Employer and the Company, consistent with completion other Subsidiaries of his job duties as Executive Chairman as set forth aboveParent; provided, that it during the Employment Period, Executive shall not be considered a violation of the foregoing for the Executive entitled to (iA) serve, with the prior written consent of the Board (which consent shall not unreasonably be withheld)Board, serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures and fulfill speaking engagements and (C) manage personal investments, that without so long as, with respect to clauses (B) and (C), such prior activities do not interfere substantially with the performance of Executive’s responsibilities to Parent or Employer under this Agreement. Notwithstanding the foregoing, Parent and Employer consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of Executive’s service on the board of directors of the Persons set forth on Exhibit A attached hereto (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame“Permitted Boards”), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.
Appears in 1 contract
Sources: Employment Agreement (Maravai Lifesciences Holdings, Inc.)
Position and Duties. During the TermEmployment Period, the Executive shall serve as Executive Vice President and Chief Financial Officer of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company (the "Board") or the Chairman of the Company (the "Chairman") shall from time to time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. Executive’s duties Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive Chairman shall include: from (a) serving on the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual board of directors of any business plan and public guidance; (e) in conjunction corporation with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board or the Chairman, (which consent shall not unreasonably be withheld), serve b) serving on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors of, or working for, any charitable or community organization, or (or board of trusteesc) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage pursuing his personal or family investmentsfinancial and legal affairs, so long as none of such activities significantly interferes the foregoing activities, individually or collectively, do not interfere with the performance of Executive’s 's duties hereunderhereunder or violate any of the provisions of Section 9 hereof.
Appears in 1 contract
Position and Duties. During the TermEmployment Period, the Executive shall serve as the Senior Executive Chairman Vice President and Chief Corporate Affairs Officer of the CompanyCompany and in such other positions with the Company and its subsidiaries consistent with Executive’s position as Senior Executive Vice President and Chief Corporate Affairs Officer, as the Company reasonably may assign. Executive’s duties as upward reporting structure will be consistent with the upward reporting structure of comparable senior executives. During the Employment Period, Executive Chairman shall include: (a) devote all Executive’s business time on a full-time and exclusive basis to the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureservices required hereunder, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) shall perform such services in conjunction a manner consonant with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after position. Executive shall be subject to the completion terms and conditions of calendar year 2022, the Executive will become Chairman any applicable policy of the Board Company (including, without limitation, “The ▇▇▇▇ Disney Company and retain responsibility for capital allocation Affiliated Companies Standards of Business Conduct” booklet and capital market activities; significant mergerthe Employee Policy Manual), acquisition, divestiture, or similar activities; as reasonably made available and leadership of the Board of Directors. During the Term, the Executive shall devote significant working as interpreted from time and efforts to the business and affairs of time by the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shallprovided that, subject to the limitation set forth below, be permitted to continue to serve as a member provisions of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic Paragraph 7 and the Rock Employee Policy Manual, nothing herein shall preclude Executive from (i) engaging in charitable activities and Roll Hall of Fame)community affairs, and (ii) manage his managing Executive’s personal or family investments, so long as none of such the activities significantly interferes listed in subclauses (i)-(ii) do not materially interfere, individually or in the aggregate, with the proper performance of Executive’s duties and responsibilities hereunder. Notwithstanding the Policy on Board Service contained in the Employee Policy Manual, during the six-month period preceding the Scheduled Expiration Date, Executive shall, upon reasonable notice to and absent objection by the Chief Executive Officer of the Company, be entitled to explore opportunities for service on the board of directors of any public company that is not a Designated Business, as such term is defined in the Consulting Agreement (Exhibit B, attached hereto). For the avoidance of doubt, actual service on the board of directors of any public company while employed by the Company remains prohibited.
Appears in 1 contract
Position and Duties. During a. Employee will faithfully and diligently serve the TermCompany to the best of his ability in his position as Controller, and in the Executive shall serve performance of such other duties and responsibilities as the Executive Chairman Company may assign to him.
b. Employee will devote his full professional time, attention, and energies to the performance of his duties for the Company. and will not, during his employment under this Agreement, engage in any other business activity, whether or not for profit, except for passive investments in firms or businesses that do not compete with the Company, without the advance written and signed consent of the Company. ExecutiveNotwithstanding this Section 2b, Employee will be permitted to serve as a director of not for profit and for profit businesses that do not compete with the Company.
c. Employee warrants that during the term of his employment under this Agreement, he will not do any act or engage in any conduct, or permit, condone, or acquiesce in any act or conduct of other persons, that he knew or should have known could cause the Company to be in violation of any law or statute, and Employee agrees to indemnify and hold the Company harmless against any and all liabilities, claims, damages, fees, losses, and expenses of any kind or nature whatsoever attributable directly or indirectly to a violation of this warranty.
d. Employee agrees to relocate with Employee’s duties immediate family to the Richland, Washington area on or before July 31, 2018. During the time period July 24, 2017 through July 31, 2018, the Employee will agree to commute to the Richland, Washington office Monday through Friday and work in the office. The company will pay for commute expenses during the first 90 days. After 90 days, the Employee will pay all commute expenses. The Employee will be required to work in Richland, Washington 42 weeks a year.
e. Employee agrees to comply with the policies and procedures of the Company as Executive Chairman shall include: (a) may be adopted and changed from time to time, including without limitation, those described in the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestitureemployee handbook, and similar activities; (c) the Company’s overall strategyCode of Conduct and Ethics. If this Agreement conflicts with such policies or procedures, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the this Agreement will control.
f. As an officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion Employee owes a duty of his job care and loyalty to the Company as well as a duty to perform such duties as Executive Chairman as set forth above; provided, in a manner that it shall not be considered a violation is in the best interests of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunderCompany.
Appears in 1 contract
Sources: Employment Agreement (IsoRay, Inc.)
Position and Duties. (i) During the Term, the Executive shall serve as the Executive Chairman President and Chief Financial Officer of the Company, with responsibilities, duties, and authority customary for such position. Executive’s duties The Executive shall also serve as an officer of Affiliates of the Company as requested by the Board. During each year of the Term, the Executive Chairman will be nominated to serve as a member of the Board, subject to shareholder approval of such nomination. The Executive shall include: not be entitled to any additional compensation for his service as a member of the Board or other positions or titles he may hold with any Affiliate of the Company to the extent he is so appointed, unless he is no longer serving as an officer of the Company, in which case the Executive shall be eligible to receive board compensation and expense reimbursements pursuant to its non-employee director compensation program and Board expense reimbursement policy then-in effect. The Executive shall report directly to only the Chief Executive Officer of the Company or the full Board (a) or a committee thereof). The Executive agrees to observe and comply with the Company’s capital allocation rules and capital market activities; (b) policies as adopted from time to time by the Company of which he is made aware or of which he reasonably should be aware given his role with the Company’s merger. The Executive shall devote his full business time, acquisitionskill, divestitureattention, and similar activitiesbest efforts to the performance of his duties hereunder; provided, however, that the Executive shall be entitled to (cA) the Company’s overall strategyserve on civic, including organization structurecharitable, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicablereligious boards, (1B) oversight of subject in each case to approval by the CEO and periodic evaluation of his/her performance; Board, serve on corporate boards, and (2C) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with manage the Executive’s consentpersonal and family investments, modify in each case, to the extent that such activities do not interfere with the performance of the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection responsibilities, do not materially conflict with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman business interests of the Board Company or its Affiliates, and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership do not violate the applicable restrictions on competition in Section 6 of the Board of Directorsthis Agreement. During the Term, the Executive shall devote significant working time submit to the Board all business, commercial and efforts investment opportunities or offers presented to the Executive or of which the Executive becomes aware which relate to the business and affairs of the CompanyCompany and its Affiliates at any time during the Term, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of and unless approved by the Board, the Executive shallshall not accept or pursue, subject to directly or indirectly, any such corporate opportunities on the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and Executive’s own behalf.
(ii) manage his personal or family investments, so long as none of such activities significantly interferes with the The Executive’s employment shall be principally based at the Company’s headquarters in the Minneapolis, Minnesota area. The Executive shall perform his duties hereunderand responsibilities to the Company at such principal place of employment and at such other location(s) to which the Company may reasonably require the Executive to travel for Company business purposes.
Appears in 1 contract
Sources: Employment Agreement (Sun Country Airlines Holdings, Inc.)
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) Subject to the terms and provisions set forth in this Agreement, as of the Effective Date and during the Term of Employment (as defined below), you will be employed by the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisitionon a full-time basis, divestitureas its Chief Human Resources Officer, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction such other positions with the Board of Directors or the Compensation Committee of Company (with respect to such other positions, for no additional compensation) as may be determined by the Board from time to time. Your employment under this Agreement will continue for an initial period of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and two (2) recommendation years (the “Initial Term”) commencing on the Effective Date, unless earlier terminated pursuant to Section 4. After the Initial Term, and unless earlier terminated pursuant to Section 4, the term of CEO compensation; employment shall automatically renew for consecutive one (f1)-year terms (each, an “Extended Term”) evaluation on each anniversary of the CFO in conjunction with Effective Date, unless and until the CEO and Company or you provide written notice of non-renewal to the Board of Directors; other party not less than sixty (g60) leadership days prior to the expiration of the Board applicable Initial Term or Extended Term. The Initial Term and all such Extended Terms are collectively referred to herein as the “Term of Directors; (hEmployment”. For the avoidance of doubt, non-renewal of this Agreement under this Section l(a) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation termination without Cause for purposes of Section 4(b) or a resignation for Good Reason for purposes of Section 4(c).
(b) Your duties and responsibilities include those duties normally associated with such position and as may reasonably be assigned to you from time to time by the Company (collectively, your “Duties”). You agree to perform the Duties of your position. You also agree that, during the Term of Employment, you will devote your full business time and attention, your best efforts, business judgment, skill, and knowledge exclusively to the advancement of the foregoing business interests of the Company and its Affiliates and to the discharge of your Duties for the Executive to them. You shall not engage, directly or indirectly, in any other business, investment, or activity that (i) interferes with the prior consent performance of the Board (which consent shall not unreasonably be withheld)your Duties under this Agreement, serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal is contrary to the interests of the Company or family investmentsits Affiliates, so long or (iii) requires any portion of your business time; provided, however, to the extent the following does not impair your ability to perform your Duties pursuant to this Agreement, you may serve on the board or committee of any non-profit or charitable organization.
(c) You agree that, while employed by the Company, you will comply with all Company policies, practices, and procedures and all codes of ethics or business conduct applicable to your position, as none of such activities significantly interferes with the Executive’s duties hereunderin effect from time to time.
Appears in 1 contract
Sources: Employment Agreement (Legence Corp.)
Position and Duties. (a) During the Termperiod from November 27, 2018 (the “Effective Date”) until no later than March 31, 2019 (such date, the “Executive Start Date”), the Executive shall serve as the Executive Chairman of the CompanyCompany and Cerevel Therapeutics, Inc. (“Parent”). Executive’s duties as In this capacity, the Executive Chairman shall include: (a) will undertake a strategic leadership role for the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) provide guidance and oversight for the Company’s overall strategymanagement of the Company and Parent, including organization structureand their day-to-day operations. As of the Executive Start Date, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with Executive will serve as the Chairman of the Board of Directors or the Compensation Committee of Parent and Chief Executive Officer of the Board Company and Parent. In addition, the Executive may be asked from time to time to serve as an officer or director of Directors, as applicable, (1) oversight one or more of the CEO Company’s Affiliates, without further compensation. Notwithstanding any provision herein to the contrary, the parties acknowledge that until the Executive Start Date, the Executive shall continue in his current role as Chairman and periodic evaluation Chief Executive Officer of his/her performance; Yumanity Therapeutics, Inc. (“Yumanity”), and after the Executive Start Date may continue to serve as Executive Chairman of Yumanity, and be required to devote appropriate time and efforts to those roles.
(2b) recommendation of CEO compensation; (f) evaluation As of the CFO in conjunction with Effective Date, the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required Executive agrees to perform the Executive Chairman duties; duties of his position and (k) such other duties as mutually agreed by may reasonably be assigned to the Executive Chairman and the Board of Directors. In order from time to provide for an orderly transition of senior executive leadership, it is anticipated that the time by Parent’s Board of Directors will(or such other board of directors or managers as may be designated as the operative governing body of the Company from time to time, after the completion of calendar year 2022 and “Board”) that are consistent with the Executive’s consentrole. The Executive also agrees that, modify while employed by the Executive’s duties Company, he will devote substantially all of his business time and his best efforts, business judgment, skill and knowledge exclusively to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman advancement of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership business interests of the Board Company and its Affiliates and to the discharge of Directorshis duties and responsibilities for them. During the TermExcept as provided in Section 1(a) above and this Section 1(b), the Executive shall devote significant working time and efforts to the not engage in any other business and affairs of the Companyactivity or serve in any industry, consistent with completion of trade, professional, governmental or academic position during his job duties employment, except as Executive Chairman as set forth above; provided, that it shall not may be considered a violation of the foregoing for the Executive to (i) with the prior consent of expressly approved in advance by the Board (in writing, which consent approval shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of include the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve Executive’s role as a member of the board boards of directors of at least two and up to three for-profit entities, subject to Board approval of such entities (or board with such approval not to be unreasonably withheld and any consideration of trustees) or as a committee member, as approval taking into account the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of FameExecutive’s compliance with applicable shareholder service guidelines governing participation on outside boards), which entities shall initially consist of Yumanity, McKesson Corporation, and (ii) manage his Regeneron Pharmaceuticals, Inc.; provided, however, that the Executive may without advance consent participate in not for profit and charitable activities and engage in personal investment activities, in each case to the extent such activities, roles or family investmentspositions, so long as none individually or in the aggregate, do not materially interfere with the performance of such activities significantly interferes with the Executive’s duties under this Agreement, create a conflict of interest or violate any provision of Section 3 of this Agreement. Notwithstanding the foregoing, the Executive and the Company will cooperate to determine a reasonable end date for any board service obligations of the Executive beyond those permitted hereunder.
(c) The Executive agrees that, while employed by the Company, he will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.
Appears in 1 contract
Sources: Employment Agreement (Cerevel Therapeutics Holdings, Inc.)
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Executive Vice Chairman and Chairman of the CompanyExecutive Committee of Republic New York Corporation and President and Chairman of the Executive Committee of Republic National Bank of New York with the appropriate authority, duties and responsibilities attendant to such position. Executive’s duties Prior to a change in control (as defined in the Company Supplemental Executive Chairman Retirement Plan) ("Change in Control"), the Company shall include: (a) use its best efforts to cause the Executive to be nominated for election to the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the 's Board of Directors or (the Compensation Committee "Board") during the Employment Period.
(ii) During the Employment Period, and excluding any periods of the Board of Directors, as applicable, (1) oversight of the CEO vacation and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required sick leave to perform which the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022entitled, the Executive will become Chairman agrees to devote substantially all of the Board his attention and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts during normal business hours to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive's reasonable est efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive Executive, in accordance with the Company's Standards of Conduct, to (iA) serve, with the prior consent approval of the Board (which consent shall not unreasonably be withheld)Board, serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as fulfill speaking engagements or teach on a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), limited basis at educational institutions and (iiC) manage his Executive's personal or family investments, so long as none such activities described in clauses (A), (B) and (C) 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 in accordance with the Company's Standards of Conduct, the continued conduct of such activities significantly interferes (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deeme to interfere with the performance of the Executive’s duties hereunder's responsibilities to the Company.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall initially serve as the Chief Medical Officer of the Company and beginning on the date that R▇▇▇▇▇▇ ▇▇▇▇ ceases to be the Chief Executive Chairman Officer and President of the Company. Executive’s duties as , the Executive Chairman shall include: (a) transition to the President and Chief Executive Officer of the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products in such other position or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction positions with the Board of Directors or the Compensation Committee of the Board of Directors, Company and its subsidiaries as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and are consistent with the Executive’s consentposition, modify and shall have such duties and responsibilities as are assigned to the Executive by the Board consistent with the Executive’s duties position as the President and Chief Executive Officer, including serving as the Company’s principal executive officer and principal financial and accounting officer. The Executive shall report to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth hereinBoard. In connection with The Executive shall work remotely from both the modification of Executive’s duties after home office and as reasonably requested from time to time at the completion Company’s principal executive offices and such other locations as needed or reasonably requested from time to time by the Chairman of calendar year 2022the Board.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will become Chairman of the Board agrees to devote reasonable attention and retain responsibility for capital allocation time during normal business hours and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working on a full-time and efforts basis to the business and affairs of the Company, consistent with completion of his job duties as to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with be employed by the prior consent Company or any of the Board its subsidiaries or Affiliates (which consent shall not unreasonably be withheldas defined below), ; (B) serve on corporate, industry, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (provided, that without such prior consent F) serve on the boards of directors of not more than two (2) for-profit entities as approved in advance in writing by the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes do not interfere with the performance of the Executive’s duties hereunderresponsibilities as an employee of the Company in accordance with this Agreement. The Company and the Executive acknowledge and agree that this Agreement is not a breach of or conflict with the Consulting Agreement and that the consultancy relationship contemplated by the Consulting Agreement shall terminate on the Effective Date and shall be replaced by the employment relationship set forth in the terms and conditions of this Agreement and its attachments.
Appears in 1 contract
Sources: Employment Agreement (NeuroBo Pharmaceuticals, Inc.)
Position and Duties. During (i) Prior to the TermEffective Date, the Executive shall serve as President of ADT Inc. with responsibilities, duties, and authority customary for such position. As of the Effective Date, the Executive Chairman shall (i) cease serving as President of ADT Inc. and its subsidiaries and Affiliates and (ii) serve as Chief Executive Officer of ADT Inc. with responsibilities, duties, and authority customary for such position. Such duties, responsibilities, and authority may include services for one or more subsidiaries of ADT Inc. (including, but not limited to, the Company). Doc#: US1:12259230v9 Prior to the Effective Date, the Executive shall report to the Chief Executive Officer of the Company. Executive’s duties as As of the Effective Date, the Executive Chairman shall include: (a) report to the Board. The Executive agrees to observe and comply with the Company’s capital allocation rules and capital market activities; (b) policies as adopted from time to time by the Company’s merger. The Executive shall devote his full business time, acquisitionskill, divestitureattention, and similar activitiesbest efforts to the performance of his duties hereunder; provided, however, that the Executive shall be entitled to
(cA) serve on civic, charitable, and religious boards and, with advance notice to the Company’s overall strategyBoard, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, one (1) oversight for-profit board of the CEO and periodic evaluation of his/her performance; directors, and (2B) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with manage the Executive’s consentpersonal and family investments, modify in each case, to the extent that such activities do not materially interfere with the performance of the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection responsibilities hereunder, are not in conflict with the modification business interests of Executive’s duties after the completion Company or its Affiliates, and do not otherwise compete with the business of calendar year 2022the Company or its Affiliates.
(ii) As of the Effective Date, the Executive will become Chairman be appointed as a member of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of DirectorsBoard. During the Term, but following the Effective Date, ADT Inc. shall nominate the Executive for re-election as a director of ADT Inc. upon the expiration of the Executive’s initial term as a director and upon the expiration of each subsequent term thereafter.
(iii) The principal place of the Executive’s employment shall devote significant working time be the Company’s corporate headquarters in Boca Raton, Florida. The Executive shall perform his duties and efforts responsibilities to the business Company at such principal place of employment and affairs of at such other location(s) to which the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for Company may reasonably require the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereundertravel for Company business purposes.
Appears in 1 contract
Sources: Employment Agreement (ADT Inc.)
Position and Duties. (a) During the Employment Term, Employee shall hold the Executive title of President. The Company and Employee agree that the Employee shall serve as have duties and responsibilities consistent with the Executive Chairman position set forth above in a company the size and of the nature of the Company. Executive’s , and such other duties as Executive Chairman shall include: (a) and authority that are assigned to Employee from time to time by the Company’s capital allocation and capital market activities; Board of Directors (the “Board”), or such other officer of the Company as shall be designated by the Board. Employee shall report to the Board, or to such other officer of the Company as shall be designated by the Board
(b) the Company’s merger, acquisition, divestiture, Employee agrees to devote his best efforts and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual his full business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts attention to the business and affairs of the Company, consistent with completion . Employee shall perform his duties and responsibilities to the best of his job duties abilities in a diligent and professional manner, and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as Executive Chairman as set forth above; providedare from time to time in effect. During the Employment Term, that it Employee shall not be considered a violation of engage in any business activity which, in the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent reasonable judgment of the Board, conflicts or interferes with the Executive shallduties and responsibilities of Employee hereunder, subject to whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the limitation prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth belowon Exhibit A attached hereto, be permitted in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to continue to serve as a member or for the benefit of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇▇▇ ▇▇ Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame▇▇ Entities (as defined therein), as amended from time to time.
(c) Employee acknowledges and (ii) manage his personal agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no intentional act that would injure the business, interests, or family investmentsreputation of the Company or any of its Affiliates. In keeping with these duties, so long as none Employee shall make full disclosure to the Company of such activities significantly interferes with all significant business opportunities pertaining to the ExecutiveCompany’s duties hereunder.business and shall not appropriate for Employee’s own benefit US 4716556v.2
Appears in 1 contract
Sources: Employment Agreement (Clayton Williams Energy Inc /De)
Position and Duties. (i) During the TermEmployment Period and prior to a Change of Control Date, (A) if the respective Boards of Group or the Company determine that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, each shall re-elect the Executive to the position of President and Chief Executive Officer with substantially similar duties to those performed by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located; provided, however, that in the event of the departure of the Chairman of Group or the Company incumbent in that position on the Effective Date the Executive's services shall be performed at the Executive's location on the Effective Date, unless the Executive agrees in writing to a different location.
(ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles and reporting relationships), 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 90-day period immediately preceding the Change of Control Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office or location less than thirty-five (35) miles from such location.
(iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation agrees to devote reasonable attention and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual time during normal business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts hours to the business and affairs of Group and the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of Group or the Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities significantly interferes (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 duties hereunder's responsibilities to Group or the Company.
Appears in 1 contract
Position and Duties. During (a) Effective as of March 28, 2022 (the Term“Effective Date”), the Executive shall serve will become employed by the Company, on a full-time basis, as its Chief Financial Officer, and will report to the Company’s Chief Executive Chairman Officer, subject to the specific direction of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the “Board”). References to the Board under this Agreement include the Compensation Committee of the Board of Directors, as applicable, (1) oversight of to actions that have been delegated to the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and Compensation Committee by the Board of Directors; (gunder the Compensation Committee’s charter or otherwise).
(b) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required The Executive agrees to perform the Executive Chairman duties; duties of his position and (k) such other duties as mutually agreed by may reasonably be assigned to the Executive Chairman and the Board of Directorsfrom time to time. In order to provide for an orderly transition of senior executive leadershipThe Executive also agrees that, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of while employed by the Company, consistent with completion he will devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his job duties as Executive Chairman as set forth above; providedand responsibilities for them, provided that it nothing in this subsection (b) shall not be considered a violation of the foregoing for prevent the Executive to (i) from engaging in additional activities in connection with the prior consent of the Board (which consent shall not unreasonably be withheld)personal investments and community affairs, serve including, without limitation, serving on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investmentsboards, so long as none of such activities significantly interferes do not, individually or in the aggregate, violate Section 3 of this Agreement, or materially interfere with the Executive’s duties hereunderunder this Agreement. As of the date of this Agreement, the Executive holds non-employee board positions on three other public company boards of directors. The Executive shall, as soon as practicable after the date of this Agreement (and in no event later than one year after the Effective Date) reduce the number of outside boards on which the Executive serves to no more than two, and the Executive shall not thereafter increase his outside board service to more than two boards without the Board’s prior written consent.
(c) The Executive agrees that, while employed by the Company, he will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.
(d) The Executive’s principal office, and principal place of employment, shall be in the Company’s Boston, MA headquarters, subject to reasonable business travel requirements.
Appears in 1 contract
Position and Duties. During (a) Subject to the Termterms of this Agreement, during the Employment Period, Executive shall serve as the President and Chief Executive Chairman Officer of the Company. Executive’s CBOT and shall perform all duties associated with the management and operation of the CBOT and its Subsidiaries (the "Companies"), including the execution of all policies formulated by the board of directors of the CBOT (the "Board"), the selection and hiring of personnel for the various divisions and departments, the training and establishing of duties and responsibilities of supervisory personnel, and improvements in organization, accounting procedures and financial policy for the Companies, in each case subject to the (i) Amended and Restated Certificate of Incorporation of the CBOT, as Executive Chairman shall include: amended; (aii) Amended and Restated Bylaws of the CBOT, as amended (the "Bylaws"); (iii) Rules and Regulations of the CBOT, as amended; and (iv) the Company’s capital allocation power of the Board to expand or limit such duties, responsibilities, functions and capital market activities; authority and to override actions of officers of the CBOT. It is understood that, without limiting the generality of the foregoing, Executive shall, pursuant to direction from the Board, be responsible for overseeing and directing the implementation of the proposed restructuring of the CBOT pursuant to the restructuring transactions (as the same may be modified from time to time, the "Restructuring Transactions") described in the CBOT's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on January 26, 2001 (as amended from time to time, the "Registration Statement").
(b) During the Company’s mergerEmployment Period, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required Executive shall report to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working his best efforts and his full business time and efforts attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the CompanyCompanies. Executive shall perform his duties, consistent with completion responsibilities and functions to the Companies hereunder to the best of his job duties abilities in a diligent, trustworthy, businesslike and efficient manner.
(c) Notwithstanding anything to the contrary contained herein, Executive may serve as Executive Chairman as set forth above; provideda director of National Futures Association and the Futures Industry Association and, that it shall not be considered a violation of subject to the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent approval of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member director of other corporations that are not Competitors. In addition, the Executive may participate in civic and charitable activities that do not adversely affect his ability to carry out his responsibilities hereunder.
(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 CBOT, directly or through one of more Subsidiaries. In addition, for purposes of this Agreement, "Competitor" shall mean any entity, which primarily serves as a: (i) securities exchange or board of trustees) or as a committee membermarket, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal futures exchange or family investmentsmarket, so long as none (iii) securities or futures transaction execution facility, or (iv) any combination of such activities significantly interferes with the Executive’s duties hereunderforegoing.
Appears in 1 contract
Sources: Employment Agreement (Board of Trade of the City of Chicago Inc)
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation TCP hereby employs Executive as its Chief Executive Officer or such other position of reasonably comparable or greater status and capital market activities; (b) the Company’s mergerresponsibilities, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with as determined by the Board of Directors or of TCP International (the Compensation Committee of “Board”), and Executive agrees to serve TCP as such, upon the Board of Directorsterms and conditions hereof.
(b) Executive shall report to the Board, and Executive’s primary responsibilities shall be as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Chief Executive Chairman duties; Officer of TCP and TCP International and (kii) such other duties as mutually agreed assigned by the Board as are customary to persons in the same or similar capacity of an enterprise comparable to TCP. Executive will be Chairman of the TCP International’s executive team with responsibility for determining the long-term direction and goals of TCP and TCP International, and for developing strategies and tactics to meet those goals, along with all other duties as assigned by TCP or TCP International. Executive shall also discharge such duties and authority as are generally incident to such position, or to such other senior management position as TCP or TCP International shall determine, provided that such other position shall be comparable in authority and responsibility to the Board of Directors. In order position specified above.
(c) Executive agrees to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification devote all of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working employment time and attention to the affairs of TCP and TCP International and use Executive’s best efforts to promote the business and affairs interests of TCP and TCP International and that Executive will not engage, directly or indirectly, in any other occupation during the Companyterm of employment; it being acknowledged by the Parties that, consistent with completion absent a breach of his job duties as Executive Chairman as set forth above; providedSections 5 or 6 of this Agreement, that it shall will not be considered a violation of the foregoing this Agreement for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld)engage in and serve such civic, serve on corporatecommunity, industrycharitable, civic educational or charitable boards or committees (provided, that without such prior consent of the Board, the religious organizations as Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), reasonably select and (ii) manage his personal or family investmentsExecutive’s personal, financial and legal affairs, so long as none of such the activities significantly interferes in (i) and (ii) do not unreasonably interfere with the performance of Executive’s duties hereunderand obligations under this Agreement. Executive further acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of TCP and TCP International, and not to do any act which would injure the business, interests, or reputation of TCP or any of its subsidiaries, parent corporations or affiliates. Executive represents and warrants to TCP that Executive is under no contractual commitments inconsistent with Executive’s duties and obligations set forth in this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (TCP International Holdings Ltd.)
Position and Duties. During the Term, the Executive Employee shall serve as the Executive Chairman Chief Financial Officer (“CFO”) of the Company. Executive, with the duties and responsibilities commensurate with such office and required by the Company, which is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and whose common stock is publicly traded, including without limitation, (i) financial oversight of the Company as a whole and its component parts; (ii) preparation of the Company’s duties financial statement; (iii) the training and supervision of the accounting and financial staff and consultants of the Company; (iv) the establishment, maintenance and, when and as Executive Chairman shall include: necessary, the remediation, of proper internal controls appropriate for the Company; (av) the preparation of reports (“Reports”) containing financial information filed periodically by the Company with the Securities and Exchange Commission under the Exchange Act; (vi) the execution of certificates required of the CFO under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, in connection with Reports; (vii) the preparation and, when requested, the presentation (including in person), of Company financial information to investment banking firms, at conferences and in connection with the Company’s capital allocation and capital market raising activities; and (bviii) participation in earnings calls during the course of the Company’s mergerfiscal year and preparation of the materials used in connection therewith. The Employee will also undertake such corporate administration duties, acquisition, divestiture, and similar activities; (c) including human resources for the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight may be reasonably requested of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directorshim. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive The Employee shall devote significant all of his working time and efforts as may be necessary to the business and affairs of the Company and shall not engage in any other employment or consultancy, full-time or part-time, for any other person during the Term, as well as complying fully with the provisions of Section 6(h) of this Agreement. The Executive understands, acknowledges and agrees that the nature of his duties may require him to travel on Company business, and such travel may include overnight and multiple-day travel. The Executive shall report to the Company’s Chief Executive Officer and, upon request, the Company’s Board of Directors or any committee thereof, including without limitation its Audit Committee. Additionally, in the exercise of his duties and responsibilities pursuant to this Agreement, the Employee shall at all times follow all guidelines and policies of the Company, consistent with completion including without limitation all of his job duties as Executive Chairman as set forth above; providedits corporate governance guidelines, that it shall not be considered a violation codes of the foregoing for the Executive to (ethics, codes of business conduct, related party transaction policy and i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ policy, as from time to time in effect (collectively, “Corporate Governance Policies”). The violation of any Corporate Governance Policies by the Cleveland Clinic and the Rock and Roll Hall Employee shall be considered a basis for termination for Cause (as defined in Section 4(c) of Famethis Agreement), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.
Appears in 1 contract
Sources: Employment Agreement (Apollo Medical Holdings, Inc.)
Position and Duties. During the TermEmployment Period, the Executive shall serve as President and Chief Executive Officer of each of AFG and AAC. In such capacities, the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with report directly to the Board of Directors or the Compensation Committee of the Board of DirectorsAFG and AAC, as applicable. During the Employment Period, (1) oversight of the CEO Executive shall have the duties, responsibilities and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction authority as shall be consistent with the CEO Executive’s positions and such other duties, responsibilities and authority consistent with the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities Executive’s positions as required may be assigned to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the relevant Board of Directors. In order to provide for an orderly transition The Executive shall devote substantially all of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify business efforts to the performance of the Executive’s duties to reflect hereunder and the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification advancement of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent provided that in no event shall this sentence prohibit the Executive from creating and managing his personal and family investments or participating in charitable activities, so long as such personal or family investments and charitable activities do not interfere with completion the Executive’s duties under this Agreement and comply with the Company’s Code of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation Business Conduct and other policies of the foregoing for Company as in effect from time to time. AFG and AAC shall each take such actions as may be required so that the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as becomes a member of the board Board of directors Directors of such company (or board a) in the case of trustees) or as a committee memberAFG, as soon as practicable following the creation of a vacancy on the Board and (b) in the case may beof AAC, as of Consolidated Precision Products Corp.the Effective Date. Until such time as the Executive becomes a member of the Board of Directors of AFG and AAC, Cristo Rey National Networkhe shall has the right to be an observer of each such Board of Directors, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇which shall include, without limitation, the Cleveland Clinic following rights: (i) to receive all notices, consents and other information and communications sent generally to members of such Boards of Directors at the Rock same time and Roll Hall of Fame), manner as received by such members and (ii) manage his personal or family investments, so long as none to attend all meetings of such activities significantly Boards of Directors. The Executive may serve on the board of directors of other companies with the prior approval of the AFG Board of Directors or the Governance and Nominating Committee thereof; provided that the Executive agrees to resign such service in the event the AFG Board of Directors or the Governance and Nominating Committee thereof reasonably determines such service materially interferes with the Executive’s duties hereunderto the Company.
Appears in 1 contract
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Executive Chairman President of the Financial Assets Division (defined below). Executive shall report to the Chief Executive Officer of Company. Executive’s duties Executive shall have the normal duties, responsibilities, and authority implied by such position and shall perform such other activities as Executive Chairman shall include: (a) the are directed by Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or (the Compensation Committee “Board”), subject in each case to the power of the Board to expand, limit, or otherwise alter such duties, responsibilities, positions, and authority and to otherwise override actions of Directorsofficers. In addition, as applicable, within fourteen (114) oversight days following the end of each quarter during the CEO and periodic evaluation of his/her performance; and Employment Period (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction commencing with the quarter ending September 30, 2023), Executive shall prepare and provide to the Chief Executive Officer of Company (“CEO”) a Transition and ERM Report (defined below). CEO shall then have fourteen (14) calendar days to notify Executive if the Transition and ERM report for the Board applicable quarter does not, in CEO’s reasonable discretion, meet the criteria set forth in Section 7(h) of Directors; this Agreement with respect to the Financial Assets Division’s practices. In that event, Executive shall have thirty (g30) leadership days following timely receipt of the Board CEO’s notice of Directors; (h) periodic review of the officer succession planning process and status; (i) participation any deficiency in the investor relations function; report to cure said deficiencies.
(jii) other activities as required to perform the Executive Chairman duties; shall devote his reasonable best efforts and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification substantially all of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working full business time and efforts attention to the business and affairs of the Company given Executive’s title as stated herein, except for permitted vacation periods in accordance with Company’s policy, consistent with completion periods of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic illness or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)other incapacity, and (ii) manage his personal or family investmentsreasonable time spent with respect to civic and charitable activities, so long as provided that none of such activities significantly interferes materially interfere with the Executive’s duties hereunderto Company or its Affiliates or otherwise violate Executive’s duty of loyalty to Company. Executive shall comply will all policies and procedures of Company and its Affiliates, as applicable and as may be amended by Company or Affiliates from time to time in Company or Affiliates’ sole discretion, including the written code of ethics of Company, as will be delivered to Executive prior to the Effective Date and made available to Executive upon request.
Appears in 1 contract
Position and Duties. (a) During the TermEmployment Period, the Executive shall (i) serve as a senior executive officer of the Executive Chairman Company and as a director and senior executive officer of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities's subsidiary, Ascent Sports Holdings, Inc.; (bii) assist with the Company’s mergermanagement of the sports-related businesses owned and operated as of the Effective Date by the Company and its subsidiaries (collectively, acquisition, divestiture, "Ascent") and similar activitiesthe closing of the sale of such sports-related businesses; (ciii) assist with the Company’s overall strategy, including organization structure, compensation strategy preparation and products or markets servedfiling of SEC filings for Ascent and the maintenance of administrative functions for Ascent; (div) seek and develop community development opportunities for LMC and the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performanceCompany to consider; and (2v) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman Company and the Board Executive.
(b) During the Employment Period, and excluding any periods of Directors. In order vacation and sick leave to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, which the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Termis entitled, the Executive shall devote significant working reasonable attention and time and efforts during normal business hours to the business and affairs of the CompanyCompany and, consistent with completion to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently. Subject to the provisions of his job duties as Executive Chairman as set forth above; providedSection 7 below, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedii) deliver lectures, that without fulfill speaking engagements or teach at educational institutions, (iii) manage personal investments, and (iv) engage in employment with, or provide consulting services to, one or more other entities, so long as such prior consent activities do not significantly interfere with the performance of the BoardExecutive's responsibilities as an employee of the Company in accordance with this Agreement.
(c) The Executive's services shall be performed primarily at the principal office location where the Executive performed his duties immediately prior to the Effective Date (or otherwise within 35 miles of such office), subject to any reasonable travel requirements necessary to perform his duties hereunder (which shall not require any more travel than was customary for the Executive prior to the Effective Date).
(d) During the Employment Term, the Executive shall, subject shall report to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. Char▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, such other individual as the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with Board designates by notice to the Executive’s duties hereunder.
Appears in 1 contract
Sources: Employment Agreement (Ascent Entertainment Group Inc)
Position and Duties. During the Term, the Executive shall serve as be employed in the position of Chief Executive Chairman of Officer. Executive shall be subject to the authority of, and shall report to the Company’s Board of Directors (the “Board”). Executive’s duties and responsibilities shall include all those customarily attendant to the position of Chief Executive Officer and such other duties and responsibilities as Executive Chairman shall include: (a) may be assigned from time to time by the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Board. Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the shall devote Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification substantially all of Executive’s duties after business time, attention and energies exclusively to the completion of calendar year 2022, the Executive will become Chairman business interests of the Board Company while employed by the Company. Notwithstanding the foregoing, if the Company appoints a new Chief Executive Officer during the Term (a “CEO Transition”), then Executive shall transition to the position of Advisor to the Chief Executive Officer, shall provide services with regard to the business and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership operations of the Board Company and shall devote such time, attention and energies as is reasonably requested by the Company until the end of Directorsthe Term and, in such Advisor position, shall continue to receive the compensation and benefits set forth in Article II for the duration of the Term. During the Term, Executive may not participate on the Executive shall devote significant working time and efforts to the business and affairs board of directors or any similar governing body of any for-profit entity other than currently held directorships, unless first approved in writing by the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it ’s Board. The foregoing shall not be considered a violation of the foregoing for the Executive intended to restrict Executive’s ability to (i) act or serve as a director, trustee or committee member of one or more private, civic or charitable organizations as long as such activities are disclosed in writing to the Board in advance and/or (ii) serve on a board of a publicly traded company with the prior written consent of the Board or a duly authorized committee thereof (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (subject in any event to compliance with the Company’s Corporate Governance Guidelines): provided, that without such prior consent in any case the foregoing activities are not competitive with the business of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (Company and do not interfere or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes conflict with the Executive’s duties hereunderand obligations on behalf of the Company or create a potential business or fiduciary conflict of interest.
Appears in 1 contract
Sources: Employment Agreement (KOHLS Corp)
Position and Duties. (a) During the TermEmployment Period, the Executive shall serve as the President and Chief Executive Chairman Officer of the Company. Executive’s duties as Executive Chairman shall include: , with overall responsibility for the business and affairs of the Company (a) including hire and termination authority regarding employees and officers of the Company, to the fullest extent customary for a chief executive officer, consistent with the Company’s capital allocation personnel policies, Certificate of Incorporation and capital market activities; (b) By-Laws, including consultation with the CompanyBoard regarding hiring and termination decisions involving officers), subject to the Board’s merger, acquisition, divestituredirection, and similar activities; (c) shall have such other duties and responsibilities as are commensurate with such positions. During the Company’s overall strategyEmployment Period, including organization structurethe Executive shall report directly to the Board and shall be a member of the Board, compensation strategy and products but shall not participate in any deliberations or markets served; (d) determinations regarding his own compensation. Notwithstanding the foregoing, until the Company’s annual business plan and public guidance; (e) in conjunction with report for the Board of Directors or the Compensation Committee of the Board of Directorsfiscal year ending December 31, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it 2005 is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Termfiled, the Executive shall be President and Chief Operating Officer of the Company and shall not be a member of the Board. As soon as practicable following the filing of such annual report, the Executive shall be appointed President and Chief Executive Officer of the Company and a member of the Board.
(b) The Executive’s principal work location, subject to travel on Company business, shall be the Company’s headquarters in Puerto Rico. Beginning no later than December 31, 2006, and at all times thereafter during the Employment Period, the primary place of residence of the Executive and his family shall be Puerto Rico.
(c) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote significant working his full business attention and time and efforts to the business and affairs of the Company, consistent and to use his best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, the Executive shall be entitled to engage in charitable and educational activities and to manage his personal and family investments, to the extent such activities are not competitive with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation the business of the foregoing for Company or its affiliates and do not interfere in any way, in the Executive to (i) with the prior consent reasonable judgment of the Board (which consent shall not unreasonably be withheldor a committee thereof), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executiveperformance of his duties for the Company and are otherwise consistent with the Company’s duties hereundergovernance policies.
Appears in 1 contract
Position and Duties. (a) During the TermPost-Change Employment Period, Executive’s position (including offices, titles and responsibilities), authority and duties shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately before the Effective Date and Executive’s services shall be performed at the location where Executive shall serve as was employed immediately before the Executive Chairman Effective Date or any other location no more than 30 miles from either the Atlanta, Georgia (or other location which prior to Change of Control such location has moved) or Alexander City, Alabama (or other location which prior to Change of Control such location has been moved) locations of the Company. Executive’s duties as business; provided, however, that no job change which generally places Executive Chairman in substantially the same level of responsibility and authority shall include: (a) be deemed Good Reason for purposes of Section 3.4 solely by reason of a reorganization of job responsibilities, including a change in the Company’s capital allocation and capital market activities; position or level of the officer to whom Executive reports.
(b) During the Company’s mergerPost-Change Employment Period (other than any periods of vacation, acquisitionsick leave or disability to which Executive is entitled), divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required Executive agrees to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the devote Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 full attention and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the CompanyCompany and, consistent to the extent necessary to discharge the duties assigned to Executive in accordance with completion of his job duties as this Agreement, to use Executive’s best efforts to perform such duties. During the Post-Change Employment Period, Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to may (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (providedcommittees, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage his personal or family investments, so long as none such activities are consistent with the Policies of the Company at the Effective Date and do not significantly interfere with the performance of Executive’s duties under this Agreement. To the extent that any such activities have been conducted by Executive immediately prior to the Effective Date and were consistent with the Policies of the Company at the Effective Date, the continued conduct of such activities significantly interferes (or activities similar in nature and scope) after the Effective Date shall not be deemed to interfere with the performance of Executive’s duties hereunderunder this Agreement.
Appears in 1 contract
Sources: Change of Control Employment Agreement (Russell Corp)
Position and Duties. During Prior to the TermTransition Date (as defined below), the Executive Employee shall serve as the a Chief Executive Chairman Officer and perform all duties and execute all responsibilities as are normally provided by a Chief Executive Officer of the Company. Executive’s duties as Executive Chairman shall include: (a) a company in a business similar to the Company’s capital allocation and capital market activities; such other services as may reasonably be assigned from time-to-time by the Board of Managers or its designee. On the Transition Date, Employee’s title and role shall automatically transition, without any further action of the parties hereto, to Chief Operating Officer, reporting directly to the Chief Executive Officer. Prior to the Transition Date, the Board of Managers shall work together in good faith with Employee to develop the job description for the Chief Operating Officer position with clear delineation in roles and responsibilities, with the Chief Operating Officer at a minimum being responsible for oversight of the day-to-day operations of the Mt. Pass Mine and the plant and future expansion plans, including, without limitation, engineering processes, implementation and commissioning related to Phase 2. For purposes hereof, the “Transition Date” shall occur upon the earliest of (bi) the Company’s mergerdate of an initial public offering of the Company (or such other entity created to effectuate such offering), acquisitionor (ii) the consummation of a transaction with a SPAC, divestiturefollowing which, the equity of the Company is sold, exchanged, or converted into publicly traded securities (as applicable, the “Going Public Transaction”, and similar activities; the publicly traded entity resulting from (ci) or (ii), as applicable, “PubCo”), in which case PubCo shall be assigned this Agreement and bound by the terms of this Agreement and shall execute a assignment of this Agreement acknowledging the assumption of all of the obligations hereunder and thereafter “Company’s overall strategy, including organization structure, compensation strategy ” shall be deemed to be PubCo and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with “Board of Managers” shall be deemed to mean the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of DirectorsPubCo. In order addition, during Employee’s employment hereunder, Employee shall have observer rights to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve sit in on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent all meetings of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.
Appears in 1 contract
Position and Duties. During the TermEmployment Period, -------------------
(A) the Executive's position, authority, duties and responsibilities ("Role") shall be commensurate with an executive capacity and substantially comparable to the position, authority, duties and responsibilities of a General Counsel and Secretary for similarly situated telecommunication institutions, and (B) his services shall be performed at the location where he was employed immediately preceding the Effective Date or any office or location within the State of Louisiana and less than 35 miles from the location where he was employed immediately preceding the Effective Date thereafter, provided that in the case of any relocation, the Company shall pay all of Executive's expenses reasonably related to such relocation, including cost of maintaining two residences, and any further relocation required or necessary to comply with this Section 4; and
(ii) excluding any periods of vacation and sick leave to which he is entitled, the Executive shall serve as the Executive Chairman of agrees to devote reasonable attention and time during normal business hours to the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation 's business and capital market activities; (b) the Company’s merger, acquisition, divestitureaffairs, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to use his reasonable best efforts to perform faithfully and efficiently the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directorsresponsibilities assigned to him hereunder. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it It shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trusteescomparable governing body) or as a committee member, as committees of any business corporation or entity (other than one in direct competition with the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of FameCompany), and civic or charitable organization, (iiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage his legal affairs and personal or family investments, so long as none such personal activities do not significantly interfere with the performance of his responsibilities, (D) devote reasonable periods of time to the management of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments; (E) serve as an officer or director (or comparable position) of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments and (F) serve as Of Counsel of any law firm or engage in the practice of law so long as such activities do not interfere in any material respect with the performance of Executive's duties hereunder. To the extent that any such activities have been conducted by the Executive prior to the date hereof, the continued conduct of such activities significantly interferes (or the conduct of activities similar in nature and scope thereto) subsequent thereto shall not thereafter be deemed to interfere with the Executive’s duties hereunderperformance of his responsibilities.
Appears in 1 contract
Position and Duties. (a) During the Agreement Term, the Executive shall serve be employed as the Chairman of the Board, Chief Executive Chairman Officer and President of the Company with duties, responsibilities, powers and authorities commensurate with such positions. The Executive shall have broad discretion and authority to manage and direct the day-to-day affairs of the Company. Neither the Board nor the Executive Committee shall manage and direct the day-to-day affairs of the Company, except to the extent affected by the exercise by the Board or Executive Committee of its corporate governance duties and responsibilities, including, but not limited to, issuance of shares of common or preferred stock of the Company; material financing transactions; approval, adoption and amendment of employee compensation and benefit plans, programs or policies; administration of executive incentive compensation plans, programs or policies; and approval of any annual business plan and capital expenditure plan. The Executive shall meet with the Board on a periodic basis and shall meet with the Executive Committee on a monthly basis (if requested by the Co-Chairs of the Executive Committee) regarding the Company's performance sufficient to enable the Board and the Executive Committee to fulfill their corporate governance responsibilities. The Executive promptly shall disclose to the Executive Committee and other members of the Board any indication of interest by any person (as defined in Section 13(d)(3) of the 1934 Act) to purchase shares of the Company's common stock ▇▇ ▇▇▇ ▇ther transaction which could result in a Change of Control of the Company. Executive’s duties as Executive Chairman 's services shall include: (a) be performed principally at the Company’s capital allocation and capital market activities; 's corporate offices in New York City, New York.
(b) During the Company’s mergerAgreement Term (other than any periods of vacation, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products sick leave or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required Disability to perform which the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Termentitled), the Executive shall devote significant working substantially all of the Executive's attention and time and efforts to the business and affairs of the Company, consistent with completion of his job Company to discharge the duties as Executive Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for assigned to the Executive in accordance with this Agreement, and to use the Executive's best efforts to perform faithfully and efficiently such duties. During the Agreement Term, the Executive may (i1) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (provided2) deliver lectures, that without such prior consent of fulfill speaking engagements or teach at educational institutions, (3) provide consulting services to other business entities, including those in the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame)retail clothing industry, and (ii4) manage his personal or family investments, so long as none of such activities significantly interferes activities, either individually or in the aggregate, do not materially interfere or conflict with the performance of the Executive’s 's duties hereunderunder this Agreement and subject to the covenants set forth in ARTICLE IX.
Appears in 1 contract
Position and Duties. During the TermEmployment Period, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: -------------------
(aA) the Company’s capital allocation Executive's position, authority, duties and capital market activities; responsibilities (b"Role") shall be commensurate with an executive capacity and substantially comparable to the Company’s mergerposition, acquisitionauthority, divestiture, duties and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board responsibilities of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board for similarly situated telecommunication institutions, and retain responsibility for capital allocation (B) his services shall be performed at the location where he was employed immediately preceding the Effective Date or any office or location within the State of Louisiana and capital market activitiesless than 35 miles from the location where he was employed immediately preceding the Effective Date thereafter, provided that in the case of any relocation, the Company shall pay all of Executive's expenses reasonably related to such relocation, including cost of maintaining two residences, and any further relocation required or necessary to comply with this Section 4; significant merger, acquisition, divestiture, or similar activities; and
(ii) excluding any periods of vacation and leadership of the Board of Directors. During the Termsick leave to which he is entitled, the Executive shall agrees to devote significant working reasonable attention and time during normal business hours to the Company's business and affairs, and to use his reasonable best efforts to perform faithfully and efficiently the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it responsibilities assigned to him hereunder. It shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trusteescomparable governing body) or as a committee member, as committees of any business corporation or entity (other than one in direct competition with the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of FameCompany), and civic or charitable organization, (iiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage his legal affairs and personal or family investments, so long as none such personal activities do not significantly interfere with the performance of his responsibilities, (D) devote reasonable periods of time to the management of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments and (E) serve as an officer or director (or comparable position) of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments. To the extent that any such activities have been conducted by the Executive prior to the date hereof, the continued conduct of such activities significantly interferes (or the conduct of activities similar in nature and scope thereto) subsequent thereto shall not thereafter be deemed to interfere with the Executive’s duties hereunderperformance of his responsibilities.
Appears in 1 contract
Position and Duties. During the Term, the Executive Executive: (i) shall serve as the President and Chief Executive Chairman Officer of the Company. , with responsibilities, duties and authority customary for such position, subject to direction by the Board; (ii) shall report directly to the Board; (iii) shall devote substantially all Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth aboveCompany and its subsidiaries; provided, that it shall not be considered a violation of the foregoing for the Executive and (iv) agrees to (i) observe and comply with the prior Company’s written rules and policies as adopted by the Company from time to time. Executive may serve as an advisor or on outside boards of directors, subject to the consent of the Board (which consent shall not unreasonably be withheld), serve . The Board has already consented to Executive’s continuing service as an advisor and/or on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or which Executive is now a member as a committee memberset forth on Exhibit A attached hereto, which consent shall continue until such time as the case may beBoard provides notice to Executive that, of Consolidated Precision Products Corp.in its reasonable judgment, Cristo Rey National Networksuch company competes with the Company, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly service materially interferes with the Executive’s duties hereunderas President and Chief Executive Officer of the Company or places Executive in a competing position, or otherwise materially conflicts with, the interests of the Company. Notwithstanding the foregoing, Executive may devote reasonable time to unpaid activities such as supervision of personal investments and activities involving professional, charitable, educational, religious, civic and similar types of activities, speaking engagements and membership on committees, provided such activities do not individually or in the aggregate materially interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies. Executive cannot serve as an advisor or on the board of directors of a private or publicly traded company (other than the Board) without the Board’s prior written consent (which shall not unreasonably be withheld). In addition, as of the Commencement Date, the Company shall appoint or use commercially reasonable efforts to cause Executive to be elected to the Board. During the Term, the Board shall recommend Executive for re-election to the Board.
Appears in 1 contract
Sources: Employment Agreement (Codexis, Inc.)
Position and Duties. (i) During the TermEmployment Period, the Executive shall serve as the Chief Executive Chairman Officer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s positions as Chief Executive Officer of the Company, and shall have such duties and responsibilities as are assigned to the Executive by the Board consistent with the Executive’s position as Chief Executive Officer of the Company. Executive’s duties The Executive agrees to serve as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee a member of the Board of DirectorsBoard, as applicable, (1) oversight of if elected to serve in such position during the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of Employment Period. The Executive agrees to assist the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility with identifying potential candidates for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of service on the Board of DirectorsBoard. During the TermEmployment Period (and for 2016 during the three (3) to six (6) month period following the date of this Agreement), the Executive agrees to provide recommendations and an annual and organizational budget for the Company to the Board that includes specific financial and operational targets for the Company which shall be used by the Board for the purposes of establishing performance targets and goals in connection with awarding annual bonuses to the executive team including the Executive. Additionally, the Executive agrees to assist the Board with identifying names of candidates for certain key positions at the Company and a recommendation regarding salary and bonus structure for such positions.
(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 significant working reasonable attention and time during normal business hours and efforts on a full-time basis to the business and affairs of the Company, consistent with completion of his job duties as to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with be employed by the prior consent Company or any of the Board its subsidiaries or Affiliates, (which consent shall not unreasonably be withheld), B) serve on corporate, industry, civic or charitable boards or committees committees, (providedC) deliver lectures, that without such prior consent of the Boardfulfill speaking engagements or teach at educational institutions, the Executive shall, subject to the limitation set forth below, be permitted to continue to (D) serve as a member of non-executive outside director on the board boards of directors and any board committees (or board of trustees) or as a committee membermanagers, as the case may be, ) of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Foundation, Inc., continue her ownership of and involvement with W Products, LLC and W Skincare, or serve in any future non-executive outside director positions that are pre-approved by the Cleveland Clinic and the Rock and Roll Hall of Fame), Board and (iiE) manage his personal or family investments, so long as none of such activities do not significantly interferes interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement or otherwise utilize material resources of the Company (such as Company personnel, travel paid for by the Company, etc.); provided, however, that the Executive shall not engage in other employment or undertake any other commercial business activities unless the Executive obtains the prior written consent of the Board. The Board may deny or rescind consent to the Executive’s service as a director of all other corporations or participation in other business or public activities if the Board, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interest or conflict with the Executive’s duties hereunderto the Company; provided, however, the Board may not deny or rescind consent relative to the Executive’s involvement in her skincare business. The Executive shall be permitted to retain all compensation in respect of any of the services or activities referred to in this Section 2(a)(ii).
(iii) The location at which the Executive will perform services pursuant to this Agreement shall initially be the existing offices of Organic Holdings LLC, in Boca Raton, Florida. A transfer to an office located more than 25 miles from Boca Raton, Florida, shall be deemed a material change in the geographic location at which the Executive must perform the services pursuant to this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Twinlab Consolidated Holdings, Inc.)
Position and Duties. (i) During the TermEmployment Period and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of Chairman and Chief Executive Officer with substantially similar duties to those performed by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located.
(ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles and reporting relationships), 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 90-day period immediately preceding the Change of Control Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office or location less than thirty-five (35) miles from such location.
(iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation agrees to devote reasonable attention and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual time during normal business plan and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts hours to the business and affairs of the CompanyCompany and, consistent with completion of his job duties as to the extent necessary to discharge the responsibilities assigned to the Executive Chairman as set forth above; providedhereunder, that to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be considered a violation of the foregoing this Agreement for the Executive to (iA) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees committees, (providedB) deliver lectures, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (fulfill speaking engagements or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), teach at educational institutions and (iiC) manage his personal or family investments, so long as none 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 also expressly understood and agreed that to the extent that such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities significantly interferes (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 duties hereunder's responsibilities to the Company.
Appears in 1 contract
Sources: Employment Agreement (Usair Inc)
Position and Duties. (1) During the TermEmployment Period, the Executive shall serve as the President and Chief Executive Chairman Officer and as a Director of the Company. Executive’s Company and, in so doing, shall have the normal responsibilities, duties and authority associated with such position and such additional customary responsibilities, duties and authority as Executive Chairman shall include: (a) the Company’s capital allocation and capital market activities; (b) the Company’s merger, acquisition, divestiture, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy and products or markets served; (d) the Company’s annual business plan and public guidance; (e) in conjunction with may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Compensation Committee Board on or as soon as practicable after the Effective Date and, during the Employment Period, the Company shall propose the Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board of Directors, as applicable, (1) oversight of throughout the CEO and periodic evaluation of his/her performance; and Employment Period.
(2) recommendation of CEO compensation; (f) evaluation of During the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022Employment Period, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall agrees to devote significant his full working time and efforts to the business and affairs of the Company and its subsidiaries and to use his best efforts to perform faithfully, effectively and efficiently his duties.
(3) During the Employment Period, the Executive shall not engage in any activities in competition with the Company or its subsidiaries or participate in any business, either as an employee, officer, director, shareholder or contractor, in competition with the Company or its subsidiaries, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy and ability to the furtherance of the Company’s business. Further, consistent with completion during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of his job duties as Executive Chairman as set forth above; providedthe Board. However, that it shall not be considered a violation of the foregoing this Agreement for the Executive to (i) with manage personal investments; and (ii) serve on industry trade, civic, or charitable boards or committees or, subject to the prior consent approval of the Board (which consent approval shall not be unreasonably be withheld), serve on corporatefor-profit corporate boards of directors and advisory committees, industry, civic or charitable boards or committees (provided, that without such prior consent of as long as the Board, the Executive shall, subject to the limitation activities set forth below, be permitted to continue to serve as a member of the board of directors in (or board of trusteesi) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and – (ii) manage his personal or family investments, so long as none do not materially interfere with the performance of such activities significantly interferes with the Executive’s duties hereunderand responsibilities to the Company. The Board shall be deemed to have approved (1) the Executive’s current position as President of OEI, Inc. and Oh Family Investments, LLC (his family investment companies) and (2) the Executive’s advisory/shareholder position with Adayana, Inc. (formerly ABG).
Appears in 1 contract
Sources: Employment Agreement (Renewable Energy Group, Inc.)
Position and Duties. During the TermEmployment Period, the Executive Employee shall serve as President of Alignment Healthcare, Inc. and CEO of Alignment Health Plan (CA), reporting to the Board and the Chief Executive Chairman Officer of Employer, and shall have the usual and customary duties, responsibilities and authority of such position, and, if elected or appointed thereto, shall serve as an officer and/or member of the Companyboard or any Subsidiary or Affiliate of the Employer as reasonably requested by the Employer and its Affiliates, in each case, without additional compensation hereunder. Executive’s duties as Executive Chairman shall include: (a) the Company’s capital allocation The Employee hereby accepts such employment and capital market activities; (b) the Company’s mergerpositions and agrees to diligently and conscientiously devote her full and exclusive business time, acquisition, divestitureattention, and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy best efforts in discharging and products or markets served; (d) the Company’s annual business plan fulfilling her duties and public guidance; (e) in conjunction responsibilities hereunder. The Employee shall comply with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO Employer’s policies and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO procedures and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process direction and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman instruction of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the business and affairs of the Company, consistent with completion of his job duties as Executive Chairman as set forth above; provided, that it Employee shall not be considered a violation of engage in any business activity which, in the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent reasonable judgment of the Board, conflicts with the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member duties of the board Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.”
(b) Sections 6(c)(i) and (iii) of directors the Agreement are hereby amended and restated in their entirety to read as follows:
(i) severance pay in an aggregate amount equal to one (1.0) times the sum of (1) Base Salary plus (2) the Target Bonus Percentage, paid in substantially equal installments over the 12-month period following the Termination Date in accordance with the Employer’s normal payroll practices; provided, however, that if such termination without Cause or board resignation with Good Reason is effective within 12 months of trustees) or a Change in Control (as a committee member, as defined in Employer’s 2021 Equity Incentive Plan (the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇“Plan”)), the Cleveland Clinic foregoing payment shall be one and one half (1.5) times the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes with foregoing sum paid in substantially equal installments over the Executive’s duties hereunder18-month period following the Termination Date; …….
Appears in 1 contract
Position and Duties. During the Term, the Executive shall serve as the Executive Chairman of the Company. Executive’s duties as Executive Chairman shall include: (a) Vice President, Research and Development, reporting to the Company’s capital allocation and capital market activities; Chief Executive Officer (b) the Company’s merger, acquisition, divestiture“CEO), and similar activities; (c) the Company’s overall strategy, including organization structure, compensation strategy shall have supervision and products or markets served; (d) the Company’s annual business plan control over and public guidance; (e) in conjunction with the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, (1) oversight of the CEO and periodic evaluation of his/her performance; and (2) recommendation of CEO compensation; (f) evaluation of the CFO in conjunction with the CEO and the Board of Directors; (g) leadership of the Board of Directors; (h) periodic review of the officer succession planning process and status; (i) participation in the investor relations function; (j) other activities as required to perform the Executive Chairman duties; and (k) such other duties as mutually agreed by the Executive Chairman and the Board of Directors. In order to provide for an orderly transition of senior executive leadership, it is anticipated that the Board of Directors will, after the completion of calendar year 2022 and with the Executive’s consent, modify the Executive’s duties to reflect the reduced compensation levels for calendar year 2023 and calendar year 2024 as set forth herein. In connection with the modification of Executive’s duties after the completion of calendar year 2022, the Executive will become Chairman of the Board and retain responsibility for capital allocation and capital market activities; significant merger, acquisition, divestiture, or similar activities; and leadership of the Board of Directors. During the Term, the Executive shall devote significant working time and efforts to the day‑to‑day business and affairs of the Company, consistent with completion of his job Company and shall have such other powers and duties as Executive may from time to time be prescribed by the Chairman as set forth above; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board of Directors of the Company (which consent shall not unreasonably be withheldthe “Board”), serve on corporatethe CEO or other authorized executive, industry, civic or charitable boards or committees (provided, provided that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Consolidated Precision Products Corp., Cristo Rey National Network, St. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, the Cleveland Clinic and the Rock and Roll Hall of Fame), and (ii) manage his personal or family investments, so long as none of such activities significantly interferes duties are consistent with the Executive’s position or other positions that he may hold from time to time. Pursuant to the Master Service Agreement between the Company and Novelion Therapeutics, Inc. (“Novelion”) dated November 29, 2016 (the “Service Agreement”), Executive may also be required, on behalf of the Company, to perform services to Novelion and its other Affiliates, including holding an office in Novelion. As of the Effective Date, these services shall include serving as Head of Research & Development of Novelion, and such other duties hereunderconsistent with the Service Agreement as may be assigned and/or prescribed from time to time by the Board or its designee or by board of directors of Novelion (the “Novelion Board”) pursuant to the Service Agreement. The Executive will comply with the policies of the Company and Aegerion. For certainty, at all times Executive will be an employee of the Company and not an employee of Novelion, and when Executive provides services to Novelion he will be doing so as an employee of the Company performing contracted management services as provided to Novelion under the Service Agreement. For the purpose of this Agreement, “Affiliate” with reference to the Company and Novelion, shall have the meaning given to it in the Delaware General Corporation Law as of the date of this Agreement and, for certainty includes, without limitation, Novelion and Aegerion Pharmaceuticals, Inc. (“Aegerion”) and any other current or future Affiliates of the Company.
Appears in 1 contract