Common use of Executive’s Duties Clause in Contracts

Executive’s Duties. As CFO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Chief Executive Officer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the CEO; (iii) the CEO may assign to Executive such duties for the Company or any, subsidiaries or affiliate as are consistent with Executive's status as CFO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CFO under this Agreement. During the Term it shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charita­ble boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, 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 before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and such other duties as may be assigned from time to time, diligently, faithfully and at all times in the best interests of the Company. Executive further agrees that during Executive’s employment with the Company, Executive will not engage in discussions with a view toward, make application, plans or preparations, to form, to establish, to set up, or to become employed by, a Competitive Business.

Appears in 1 contract

Samples: Executive Employment Agreement (Zaldiva Inc)

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Executive’s Duties. As CFOCMO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Chief Executive Officer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the CEO; (iii) the CEO may assign to Executive such duties for the Company or any, subsidiaries or affiliate as are consistent with Executive's status as CFOCMO; and (iv) Executive shall devote his her full business time, attention and energies as is necessary to competently and diligently fulfill his her duties as CFO CMO under this Agreement. During the Term it shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charita­ble boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, 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 before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and such other duties as may be assigned from time to time, diligently, faithfully and at all times in the best interests of the Company. Executive further agrees that during Executive’s employment with the Company, Executive will not engage in discussions with a view toward, make application, plans or preparations, to form, to establish, to set up, or to become employed by, a Competitive Business.

Appears in 1 contract

Samples: Executive Employment Agreement (Zaldiva Inc)

Executive’s Duties. As CFOThe duties and responsibilities of Executive are of an executive nature as shall be required by the Company in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the CEO or the Board may from time to time assign to Executive. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, (i) Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by Employer and the industry from time to time. During the Term, and excluding any periods of disability and vacation and sick leave to which Executive is entitled, Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge Executive’s responsibilities will include the duties set forth on Exhibit A and hereunder, to use Executive’s reasonable best efforts to perform such other duties as determined by the Company’s Chief Executive Officer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the CEO; (iii) the CEO may assign to Executive such duties for the Company or any, subsidiaries or affiliate as are consistent with Executive's status as CFO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CFO under this Agreementresponsibilities. During the Term Term, it shall not be a violation of this Agreement for Executive, upon prior written notice to the Executive to Company, to: (i) serve on corporate, civic or charita­ble charitable boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; and (iii) manage personal investments and engage in other business activities, investments; all so long as the such activities described in items (i) and (ii) do not, individually or in the aggregate, not 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 before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct do not create a conflict of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere interest with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant respect to Executive’s position, or cause reputational harm to the Company; and, in the case of Executive’s management of his personal investments, so long as all such personal investment management activities comply with the Company’s personal trading policies and, otherwise, with applicable law. Executive shall be subject to the Company’s code of ethics as well as all applicable Company policies and procedures. Under the supervision of the CEO, Executive shall be responsible for CAM's global investment management activities, including alternative strategies, and shall have the authority required to carry out such other duties as may be assigned responsibilities. Executive and the CEO may, from time to time, diligently, faithfully mutually agree to changes in such duties and at all times in responsibilities. Subject to the best interests oversight and approval of the Company. Executive further agrees that during Executive’s employment with CEO and the CompanyCompensation Committee of the Board (the “Compensation Committee”), Executive will not engage in discussions with a view towardshall have the authority: (i) to determine and allocate investment management personnel compensation opportunities, make applicationincluding, plans or preparationswithout limitation, salary and bonuses, and (ii) to form, to establish, to set up, or to become employed by, a Competitive Businesshire and fire investment management personnel.

Appears in 1 contract

Samples: Executive Employment Agreement (Calamos Asset Management, Inc. /DE/)

Executive’s Duties. As CFOCEO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Chief Executive Officer Board of Directors (the CEOBoard”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the CEOBoard; (iii) the CEO Board may assign to Executive such duties for the Company or any, subsidiaries or affiliate as are consistent with Executive's status as CFOCEO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CFO CEO under this Agreement. During the Term it shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charita­ble boards or committees, but only with the CEOBoard’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, 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 before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and such other duties as may be assigned from time to time, diligently, faithfully and at all times in the best interests of the Company. Executive further agrees that during Executive’s employment with the Company, Executive will not engage in discussions with a view toward, make application, plans or preparations, to form, to establish, to set up, or to become employed by, a Competitive Business.

Appears in 1 contract

Samples: Executive Employment Agreement (Zaldiva Inc)

Executive’s Duties. As CFOExecutive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (ithe “Manager”) Executive’s or the Board. The duties and responsibilities will of Executive are and shall continue to be of an executive nature as shall be required by the Company in the conduct of its business and shall include the performance of such lawful and reasonable duties set forth on Exhibit A and such other duties responsibilities as determined by the Company’s Chief Executive Officer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject Board or the Manager may from time to the reasonable direction and control of the CEO; (iii) the CEO may time assign to Executive such duties for not inconsistent with Executive’s position(s). Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company. However, the Company or anyrecognizes that during the period of Executive’s employment hereunder, subsidiaries or affiliate as are consistent with Executive may provide certain services to Calamos Family Partners, Inc. and its affiliates and related entities, and the Company acknowledges and agrees that Executive's status as CFO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CFO under this Agreement. During the Term it ’s provision of such services shall not be a violation in breach of this Agreement for the Executive to (i) serve on corporate, civic or charita­ble boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items provision of such services does not (i) interfere with Executive’s primary duties and responsibilities hereunder and (ii) do not, individually or in involve Executive providing investment advisory services except as may be approved by the aggregate, interfere with Compensation Committee of CAM (the performance “Compensation Committee”) (each such services a “Permitted Activity”). Recognizing and acknowledging that it is essential for the protection and enhancement of the Executive’s responsibilities as an employee name and business of the Company and the goodwill pertaining thereto, Executive shall perform his duties under this Agreement professionally, in accordance with this Agreement. It is expressly understood the applicable laws, rules and agreed that to the extent that any such activities have been conducted by the Executive before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, regulations and such other duties as may be assigned standards, policies and procedures established by Employer and the industry from time to time, diligently, faithfully and at all times in the best interests of the Company. Executive further agrees that during Executive’s employment with the Company, Executive will not perform any duties for any other business, other than a Permitted Activity without the prior written consent of the Compensation Committee, but may engage in discussions charitable, civic or community activities, provided that such duties or activities do not materially interfere with a view toward, make application, plans or preparations, to form, to establish, to set up, or to become employed by, a Competitive Businessthe proper performance of Executive’s duties under this Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Calamos Asset Management, Inc. /DE/)

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Executive’s Duties. As CFO, Executive shall only perform those employment duties relating to the transition of his responsibilities as President of Investments and Co-Chief Investment Officer of the Company; however Executive will not have any authority to bind or act on behalf of the Company in any material way. The Executive’s duties shall include: (i) working with and assisting the Chief Executive Officer in the transition of Executive’s responsibilities will include duties; (ii) cooperating with the duties set forth on Exhibit A Company, its counsel and such other duties as determined by advisors with respect to executing the Company’s internal and external communication plans (including reviewing and contributing to press releases, internal announcements, and participating in conference calls with internal and external constituents); and (iii) duties reasonably requested by the Chief Executive Officer (or his designee) (collectively CEODuties”). These Duties shall be provided at the Company headquarters or by telephone or e-mail, as the Chief Executive Officer (or his designee) and Executive shall mutually agree. Executive shall perform his Duties in the best interest of the Company and Executive will be available to perform the Duties for the Company on an “as-needed” basis. Executive shall only communicate regarding the Duties with those associates and on subject matters identified by the Chief Executive Officer (or his designee). The Executive’s employment shall terminate as of the last day of the Term and the execution of this Amendment No. 2 shall constitute Executive’s resignation from all officer, director and committee positions (excluding Executive’s Directorship at CAM) with the Company and its affiliates (as defined in Exhibit A and referenced herein as “Affiliates”) as of the Transition Date. For avoidance of doubt, Executive agrees and consents: (i) as of and from the Transition Date, to the change in his status, position, responsibilities and reporting relationship for all purposes, including, without limitation, the Agreement; (ii) all of Executive's powers and authority that nothing in any capacity shall at all times be subject Amendment No. 2 or contemplated by Amendment No. 2, including but not limited to the reasonable direction changes referenced in clause (i), constitutes Good Reason for termination of employment by the Executive; and control of the CEO; (iii) the CEO may assign to Executive such duties for the Company or any, subsidiaries or affiliate as are consistent with Executive's status as CFO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CFO under this Agreement. During the Term it shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charita­ble boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, 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 before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance termination of the Executive's responsibilities employment pursuant to Section 1 shall not constitute a termination by the Company. Company for other than Cause and therefore the Executive agrees shall not be entitled to perform any compensation or other payments under the duties attendant to Executive’s position, and such other duties as may be assigned from time to time, diligently, faithfully and at all times in the best interests terms of the Company. Executive further agrees that during Executive’s employment with the Company, Executive will not engage in discussions with a view toward, make application, plans Agreement or preparations, to form, to establish, to set up, or to become employed by, a Competitive Businessotherwise.

Appears in 1 contract

Samples: Calamos Asset Management, Inc. /DE/

Executive’s Duties. As CFOCOO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Chief Executive Officer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the CEO; (iii) the CEO may assign to Executive such duties for the Company or any, subsidiaries or affiliate as are consistent with Executive's status as CFOCOO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CFO COO under this Agreement. During the Term it shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charita­ble boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, 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 before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and such other duties as may be assigned from time to time, diligently, faithfully and at all times in the best interests of the Company. Executive further agrees that during Executive’s employment with the Company, Executive will not engage in discussions with a view toward, make application, plans or preparations, to form, to establish, to set up, or to become employed by, a Competitive Business.

Appears in 1 contract

Samples: Executive Employment Agreement (Zaldiva Inc)

Executive’s Duties. As CFOExecutive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of CFS, the By-laws of CAM or resolutions of the manager of CFS (ithe “Manager”) Executive’s or the Board. The duties and responsibilities will of Executive are and shall continue to be of an executive nature as shall be required by the Company in the conduct of its business and shall include the performance of such lawful and reasonable duties set forth on Exhibit A and such other duties responsibilities as determined by the Company’s Chief Executive Officer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject Board or the Manager may from time to the reasonable direction and control of the CEO; (iii) the CEO may time assign to Executive such duties for not inconsistent with Executive’s position(s). Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company. However, the Company or anyrecognizes that during the period of Executive’s employment hereunder, subsidiaries or affiliate as are consistent with Executive may provide certain services to Calamos Family Partners, Inc. and its affiliates and related entities, and the Company acknowledges and agrees that Executive's status as CFO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CFO under this Agreement. During the Term it ’s provision of such services shall not be a violation in breach of this Agreement for the Executive to (i) serve on corporate, civic or charita­ble boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items provision of such services does not (i) interfere with Executive’s primary duties and responsibilities hereunder and (ii) do not, individually or in involve Executive providing investment advisory services except as may be approved by the aggregate, interfere with Compensation Committee of CAM (the performance “Compensation Committee”) (each such services a “Permitted Activity”). Recognizing and acknowledging that it is essential for the protection and enhancement of the Executive’s responsibilities as an employee name and business of the Company and the goodwill pertaining thereto, Executive shall perform his duties under this Agreement professionally, in accordance with this Agreement. It is expressly understood the applicable laws, rules and agreed that to the extent that any such activities have been conducted by the Executive before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, regulations and such other duties as may be assigned standards, policies and procedures established by Employer and the industry from time to time, diligently, faithfully and at all times in the best interests of the Company. Executive further agrees that during Executive’s employment with the Company, Executive will not perform any duties for any other business, other than a Permitted Activity without the prior written consent of the Compensation Committee, but may engage in discussions charitable, civic or community activities, provided that such duties or activities do not materially interfere with a view toward, make application, plans or preparations, to form, to establish, to set up, or to become employed by, a Competitive Businessthe proper performance of Executive’s duties under this Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Calamos Asset Management, Inc. /DE/)

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