Services of the Executive. In the course of his employment under this Agreement, the Executive will have access to Trade Secrets, the disclosure or unauthorized use of which, the Company seeks to protect and the Executive has agreed to protect. As a result of benefits accruing to the Executive from his access to such Trade Secrets, and of the improvement in his knowledge, and proficiency arising therefrom, the Executive acknowledges that (a) his services are and will remain special and extraordinary, and have and will have a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law; (b) he is willing to comply with the restrictions contained in Sections 4.b and 4.c; (c) the restrictions contained in those Sections will not impair his ability to earn a living in any businesses other than those businesses from which he is prohibited during the time of such restriction; and (d) a material breach of his obligations under Sections 4.b, 4.c or 11 will cause the Company irreparable injury and damage. It is, therefore, agreed that the Company, in addition to any other remedies, shall be entitled to injunctive and other equitable relief to enforce its rights under, and to prevent a breach of, Sections 4.b, 4.c and 10 of this Agreement by the Executive.
Services of the Executive. Executive agrees, subject to Sections 4.3 and 4.4 below, to remain in the Company's employ during the Term of Employment, on the terms described in Section 2.1. Excluding periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote substantially all of his attention, energy and time during normal business hours to the business and affairs of the Company and, to the extent necessary, to discharge responsibilities assigned to Executive hereunder, to use his best efforts to perform such responsibilities faithfully and efficiently. Executive may (a) serve on corporate, civic and charitable boards or committees, (b) deliver lectures and fulfill speaking engagements and (c) manage personal investments, so long as such activities do not interfere with the performance of Executive's responsibilities. To the extent that any such activities have been conducted by Executive prior to the Change in Control, such prior conduct, and any subsequent conduct similar in nature and scope, shall not be deemed to interfere with the performance of Executive's responsibilities.
Services of the Executive. Executive is hereby expected to perform services for the Company for the term of the agreement in such capacity as by title and by duties, Vice President and Chief Financial Officer, whose responsibilities are to include but does not exclude and takes take full responsibility for the protection and guardianship of all of the Company’s assets, reporting to the Chairman and Chief Executive Officer and providing reports for all financial information, forecasts, management operations information and any irregularities to the Board of Directors. The Executive is responsible for providing business operation information and financial information to comply with SEC regulations on a quarterly and annual basis. The Executive is to provide reports of financial condition and business information to legal counsel, board of directors, and annual shareholder meetings. The Executive is responsible for outside professionals consisting of monthly accounting review and auditor functions. The Executive is to perform operational and general management duties for the Company including upgrading existing operational control systems, developing management information systems, negotiate with debt and other funding sources.
Services of the Executive. Executive is hereby expected to perform services for the Company for the term of the agreement in such capacity as by title and duties, Chairman of the Board of Directors and Chief Executive Officer, whose responsibilities are defined in the Hand Book for Directors and as directed by the Board of Directors. The Executive is responsible for conducting and organizing the board meetings, is responsible for outside professionals consisting of legal counsel, monthly accounting review and auditor functions. In addition to the Board responsibilities, the Executive is to perform operational and general management duties including upgrading existing operational control systems, developing management information systems, negotiate with investors and funding sources, provide strategic direction and over all management direction as CEO reporting to the Board of Directors. EXTENSION EXECUTIVE EMPLOYMENT AGREEMENT Xxxxxx X. Xxxxxx June 17, 2007
Services of the Executive. Executive is hereby expected to perform services for the Company for the term of the agreement in such capacity as by title and duties, Chairman of the Board of Directors whose responsibilities are defined in the Hand Book for Directors, responsible for conducting and organizing the board meetings, is responsible for outside professionals consisting of legal counsel, monthly accounting review and auditor functions. In addition to the Board responsibilities, the Executive is to perform operational and general management duties including upgrading existing operational control systems, developing management information systems, negotiate with investors and funding sources, provide strategic direction and over all management direction to the President and CEO reporting to the Chairman of the Board.
Services of the Executive. It is expressly understood by the parties that throughout the Engagement Period the Executive shall faithfully perform such services for the business and affairs of the Company as are consistent with the duties and responsibilities of the Company's Chief Operating Officer (the "SERVICES"). The Executive shall be the Executive Vice President and Chief Operating Officer ("COO"). As part of the services, the Company shall assign the Executive such duties and responsibilities as are into materially consistent with the title and position of Executive Vice President and COO and that may be properly assigned to the Executive from time to time by the Chief Executive Officer of the Company (the "CEO") or the Board of Directors of the Company (the "BOARD"). Commencing on September 25, 2001, the Executive shall be entitled to be appointed to the Company's Board and shall be entitled to be nominated to the Board for each year of the Employment Period. The Executive shall report to the CEO in his performance of the Services. It is expressly understood by the parties that the Executive shall devote his best efforts and full business time and attention to the performance of the Services; provided, however, that the Executive may, to the extent such participation or service does not materially interfere with the performance of the Services, (i) participate in charitable, civic, political, social, trade, or other non-profit organizations; (ii) with the consent of the board, produce and retain rights in and proceeds from books, speeches, seminars, articles and papers; and (iii) with the consent of the Board, serve as a non-management director of business corporations (or in a like capacity in other for-profit organizations).
Services of the Executive. It is expressly understood by the parties that throughout the Engagement Period the Executive shall faithfully perform such services for the business and affairs of the Company as are consistent with the duties and responsibilities of the Company's Director of Corporate and Legal Affairs (the "Services"). The Executive shall be the Director of Corporate and Legal Affairs. As part of the services, the Company shall assign the Executive such duties and responsibilities as are into materially consistent with the title and position of Director of Corporate and Legal Affairs and that may be properly assigned to the Executive from time to time by the Chief Executive Officer of the Company (the "CEO") or the Board of Directors of the Company (the "BOARD"). The Executive shall report to the CEO in her performance of the Services. It is expressly understood by the parties that the Executive shall devote her best efforts and full business time and attention to the performance of the Services; provided, however, that the Executive may, to the extent such participation or service does not materially interfere with the performance of the Services, (i) participate in charitable, civic, political, social, trade, or other non-profit organizations; (ii) with the consent of the board, produce and retain rights in and proceeds from books, speeches, seminars, articles and papers; and (iii) with the consent of the Board, serve as a non-management director of business corporations (or in a like capacity in other for-profit organizations).
Services of the Executive. In the course of his employment under this Agreement, the Executive will have access to Trade Secrets, the disclosure or unauthorized use of which, the Company seeks to protect and the Executive has agreed to protect. As a result of benefits accruing to the Executive from his access to such Trade Secrets, and of the improvement in his knowledge, and proficiency arising therefrom, the Executive acknowledges that (a) his services are and will remain special and extraordinary, and have and will have a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law; (b) he is willing to comply with the restrictions contained in Sections 4.b and 4.c; (c) the restrictions contained in those Sections will not impair his ability to earn a living in any businesses other than those businesses from which he is prohibited during the time of such restriction; and (d) a material breach of his obligations under Sections 4.b, 4.c or 10 will cause the Company irreparable injury and damage. It is, therefore, agreed that the Company, in addition to any other remedies, shall be entitled to injunctive and other equitable relief to enforce its rights under, and to prevent a breach of, Sections 4.b, 4.c and 9 of this Agreement by the Executive. 11A. REPRESENTATIONS. Executive represents that he has provided to date truthful and complete information to the Company’s outside attorneys, and, aside from those disclosures, knows of no other facts or circumstances arising out of his actions or omissions on which a claim or action could be asserted against the Company or its subsidiaries. Based upon the foregoing representation, the Company does hereby and forever release and discharge Executive, his heirs, assigns, representatives and successors from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, which the Company has or may have against Executive by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof relating to or arising out of Executive’s employment, including, without limitation, all claims attributable to the empl...
