Common use of Title; Duties Clause in Contracts

Title; Duties. During the Employment Term, the Executive shall serve the Company as its General Counsel and, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, the Executive shall report to the Chief Executive Officer of the Company and shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this position. During the Employment Term, the Executive shall be based in the United Kingdom but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s duties hereunder and will not, without the prior written approval of the Chief Executive Officer of the Company, engage in any other business activity which interferes in any material respect with the performance of the Executive’s duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, as a non-executive director, trustee or member of a committee of any for-profit organizations; (ii) engaging in charitable and community activities (including pro xxxx legal services); and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s duties hereunder.

Title; Duties. During the Employment Term, the Executive shall serve as Chief Financial Officer of the Company as its General Counsel and, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, the Executive shall report reporting directly to the Chief Executive Officer of the Company Officer, and shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this position. During the Employment Term, the Executive shall be based in the United Kingdom Kingdom, but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s duties hereunder and hereunder. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive Officer or General Counsel of the Company, engage in any other business activity which interferes in any material respect with the performance of the Executive’s duties hereunder or which is in violation of written policies established from time to time by the Company; provided that the Executive may continue to serve as a director on the board of Spine Wave, Inc., a privately held company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the BoardChief Executive Officer or the General Counsel of the Company, as a non-executive director, trustee or member of a committee of any not-for-profit organizationsorganization; (ii) serving on the board of directors of Spine Wave, Inc. and no more than one other for-profit company, subject, however, to the Executive giving prior notification to the Chief Executive Officer of the Company and obtaining the consent of the Chief Executive Officer or General Counsel of the Company as to the identity of the company; (iii) engaging in charitable and community activities (including pro xxxx legal services)activities; and (iiiiv) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (Ai) and to (B) (i), (ii) and (iiiiv) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s duties hereunder.

Title; Duties. During the Employment Term, the Executive shall serve the Company as its General Counsel and, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, the Executive shall report Senior Vice President - Finance reporting directly to the Chief Executive Officer of the Company Financial Officer, and shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Financial Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this position, including without limitation, leading the Company’s OpEx reduction program; assisting the 2008 budget process; special projects regarding operational finance; and other finance duties as requested by the Chief Executive Officer or the Chief Financial Officer from time to time. During the Employment Term, the Executive shall be based in the United Kingdom Kingdom, but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s duties hereunder and hereunder. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive Officer of the Company, engage in any other business activity which interferes in any material respect with the performance of the Executive’s duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the BoardChief Executive Officer of the Company, as a non-executive director, trustee or member of a committee of any not-for-profit organizationsorganization; (ii) serving on the board of directors of no more than one for-profit company, subject, however, to the Executive giving prior notification to the Chief Executive Officer of the Company and obtaining the consent of the Chief Executive Officer of the Company as to the identity of the company; (iii) engaging in charitable and community activities activities; (including pro xxxx legal services)iv) serving as a director of the Company; and (iiiv) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (Ai) and to (B) (i), (ii) and (iiiv) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s duties hereunder.

Title; Duties. During the Employment Term, the Executive shall serve the Company as its General Counsel and, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, the Executive shall report to the Chief Executive Officer of the Company and shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this positionCompany. During the Employment Term, the Executive shall be based in the United Kingdom but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s 's duties hereunder and will not, without the prior written approval of the Chief Executive Officer of the Company, engage in any other business activity which interferes in any material respect with the performance of the Executive’s 's duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board of Directors of the Company (the "Board"), as a non-executive director, trustee or member of a committee of any for-profit organizations; (ii) engaging in charitable and community activities (including pro xxxx bono legal services); and (iii) managing personal and family investments ixxxxtments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s 's duties hereunder.

Title; Duties. During the Employment Term, the Executive shall serve the Company as its General Counsel and, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, the Executive shall report Chief Commercial Officer reporting directly to the Chief Operating Officer or Chief Executive Officer of the Company Officer, and shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Operating Officer or Chief Executive Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this position. During the Employment Term, the Executive shall be based in the United Kingdom Kingdom, but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s 's duties hereunder and hereunder. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive Officer of the Company, engage in any other business activity which interferes in any material respect with the performance of the Executive’s 's duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the BoardChief Executive Officer of the Company, as a non-executive director, trustee or member of a committee of any not-for-profit organizationsorganization; (ii) serving on the board of directors of no more than one for-profit company, subject, however, to the Executive giving prior notification to the Chief Executive Officer of the Company and obtaining the consent of the Chief Executive Officer of the Company as to the identity of the company; (iii) engaging in charitable and community activities (including pro xxxx legal services)activities; and (iiiiv) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (Ai) and to (B) (i), (ii) and (iiiiv) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s 's duties hereunder. The Executive shall inform the General Counsel of the Company about any such activities.

Title; Duties. During the Employment Term, the The Executive shall serve as the Company as its General Counsel and, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, the Executive shall report to the Company’s Chief Executive Officer of the Company and Officer. He shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) and as are normal and customary for the Chief Executive Officer position on behalf of the Company and the Company Affiliated Group (as hereinafter defined), recognizing for this positionpurpose that the Company’s current Chairman of the Board, Xxxxx X. Xxxxxx, is an employee of the Company and performs significant management services with respect to the Company. The Executive will report to the Board. During the Employment Term, the Executive shall be based in the United Kingdom but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s duties hereunder and hereunder. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive Officer of the CompanyBoard, engage in any other business activity which interferes in any material respect with the performance of the Executive’s duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, serving as a non-executive director, trustee or member of a committee of any up to two for-profit organizations; (ii) engaging in charitable and community activities (including pro xxxx legal services)activities; and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) clause (i), (ii) and or (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s duties hereunder.

Title; Duties. During the Employment Term, the The Executive shall serve initially join the Company as its General Counsel and, in such capacity, shall and perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, reasonably requested from time to time by the Executive shall report to the Chief Executive Officer Board of Directors of the Company (the "Board") and normal and customary for such position until such time as he is appointed as Chief Operating Officer; from which time he shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this the Chief Operating Officer position. During the Employment Term, the Executive shall be based in the United Kingdom but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s 's duties hereunder and hereunder. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive Officer of the CompanyBoard, engage in any other business activity which interferes in any material respect with the performance of the Executive’s 's duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, serving as a non-executive nonexecutive director, trustee or member of a committee of any up to two for-profit organizations; (ii) engaging in charitable and community activities (including pro xxxx legal services)activities; and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s 's duties hereunder.

Title; Duties. During the Employment Term, the The Executive shall serve join the Company as its General Counsel and, in such capacity, shall Company's Finance Group and perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, reasonably requested from time to time by the Executive shall report to the Chief Executive Officer Board of Directors of the Company (the "Board") and normal and customary for such position until such time as he is appointed Treasurer; at which time he shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this the Treasurer position. During the Employment Term, the Executive shall be based in either the United States or the United Kingdom, as agreed by the Executive and the Chief Executive Officer. The Executive agrees that he may be seconded to the United Kingdom but shall undertake such overseas travel as is necessary for some portion or the proper performance entire duration of his duties hereunderthis Agreement. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s 's duties hereunder and hereunder. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive Officer of the CompanyBoard, engage in any other business activity which interferes in any material respect with the performance of the Executive’s 's duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, as a non-executive director, trustee or member of a committee of any for-profit organizationsorganization; (ii) engaging in charitable and community activities (including pro xxxx legal services)activities; and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s 's duties hereunder.

Title; Duties. During the Employment Term, the Executive shall serve as the Company as its General Counsel andPresident of EDXC, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, the Executive shall report perform all duties and accept all responsibilities incidental to the Chief Executive Officer of the Company and shall perform such duties, services and responsibilities position as are reasonably requested specified from time to time by the Chief board of directors of EDXC, including but not limited to: (i) day-to-day oversight of EDXC’s status as a public company, coordination of all of its regulatory filings (e.g., the Securities and Exchange Commission and OTC Markets Group Inc.), and coordinating and directing its investor relations programs and (ii) operating CBDU’s business, subject to oversight by the boards of directors of CBDU and EDXC. In respect of item (i), above, the Executive Officer shall report directly to EDXC’s board of directors. In respect of item (ii), above, the Executive shall report directly to both CBDU’s board of directors and the Board EXXX’s board of Directors of the Company (the “Board”) and normal and customary for this positiondirectors. During the Employment Term, the Executive shall be based spend not less than 40 hours a week in the United Kingdom but shall undertake such overseas travel as is necessary for the proper performance faithful discharge of his duties hereunderin a diligent manner. During Notwithstanding the Employment Termabove and without a breach of the terms of this Agreement, the Executive shall devote substantially all intends to engage in any outside business activities that (i) are not competitive with the business of EDXC and its “Subsidiaries” and (ii) do not distract from his time discharge of the services that he is rendering pursuant to this Agreement, the performance lack of objection to the Executive’s duties hereunder and will notprovision of which outside business activities is hereby confirmed by EDXC. For the purposes of this Agreement, without the prior written approval of the Chief Executive Officer of the Company“Subsidiaries” shall include, engage but not be limited to, any subsidiary that EDXC lists in any other business activity which interferes in any material respect periodic reports that it files with the performance of the Executive’s duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting U.S. Securities and Exchange Commission and, specifically, EH Sub Inc., Hyla US Holdco Limited, a reasonable amount of time Delaware corporation, and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, as a non-executive director, trustee or member of a committee of any for-profit organizations; (ii) engaging in charitable and community activities (including pro xxxx legal services); and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s duties hereunderCBDU.

Title; Duties. During the Employment Term, the The Executive shall serve join the Company as its General Counsel and, in such capacity, shall Company's Finance Group and perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, reasonably requested from time to time by the Executive shall report to the Chief Executive Officer Board of Directors of the Company (the "Board") and normal and customary for such position until such time as he is appointed Chief Financial Officer; at which time he shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this the CFO position; provided however that it is expressly understood and agreed that Executive will not in any way hold himself out as, or perform any functions consistent with the position of, Chief Financial Officer until such time as he is so appointed by the Board. During the Employment Term, the Executive shall be based in either the United States or the United Kingdom, as agreed by the Executive and the Chief Executive Officer. The Executive agrees that he may be seconded to the United Kingdom but shall undertake such overseas travel as is necessary for some portion or the proper performance entire duration of his duties hereunderthis Agreement. During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s 's duties hereunder and hereunder. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive Officer of the CompanyBoard, engage in any other business activity which interferes in any material respect with the performance of the Executive’s 's duties hereunder or which is in violation of written policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, as a non-executive director, trustee or member of a committee of any for-profit organizationsorganization; (ii) engaging in charitable and community activities (including pro xxxx legal services)activities; and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s 's duties hereunder, and (iv) performance of consulting duties for Wiltel Communications Group, Inc. of up to ten days per year through October 15, 2006.

Title; Duties. During the Employment Term, the Executive shall hold the title and offices of, and serve in the Company as its position of, Vice President - Senior Assistant General Counsel andof the Company, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position. In his capacity as General Counsel, the Executive shall report to the Chief Executive Officer of the Company and shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “"Board”") and normal and customary for this such position. During the Employment Term, the Executive Executive's principal office shall be based located in New York City or within 60 miles of New York City, provided, for a period of less than one year from November 15, 2002 (the "Abroad Term"), Executive and the General Counsel may agree that Executive will work in the United Kingdom but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunderCompany's office located within Greater London, England. During the Employment Term, the Executive shall devote substantially all of his time the Executive's full business time, attention and skill to the performance of the Executive’s duties 's duties, services and responsibilities hereunder and shall use the Executive's best efforts to promote the interests of the Company. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive Officer of the CompanyBoard, engage in any other business activity which interferes in any material respect could interfere with the performance of the Executive’s duties 's duties, services and responsibilities hereunder or which is in violation of written applicable policies established from time to time by the Company. Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, as a non-executive director, trustee or member of a committee of any for-profit organizationsorganization; (ii) engaging in charitable and community activities (including pro xxxx legal services)activities; and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s duties 's duties, services and responsibilities hereunder.