TITLE; DUTIES AND OBLIGATIONS; LOCATION
Section 2.1 Title. The Company shall employ the Executive to render exclusive and full-time services to the Company. The Executive shall serve in the capacity of Vice President, General Counsel, and Corporate Secretary.
Section 2.2 Duties. Subject to the direction and authority of the Board of Directors of the Company (the Board), the Executive shall have direct responsibility for the management of the Companys litigation matters, management of the Companys relationships with external legal service providers, the drafting and negotiation of contracts on the Companys behalf, the development of the Companys policies on industry-specific issues, corporate governance, documentation and regulatory affairs, the advising of executives within the Company on key legal matters and the consultation with management, commercial advisors, tax experts and accountants. The Executive shall report to, and be subject to the lawful direction of the Chief Financial Officer (CFO). The Executive agrees to perform to the best of her ability, experience, and talent those acts and duties, consistent with the position of Vice President, General Counsel, and Corporate Secretary of the Company, as the CFO shall from time to time direct. During the Term, the Executive also shall serve in such other executive-level positions or capacities as may, from time to time, be reasonably requested by the Board, including, without limitation (subject to election, appointment, re-election or re-appointment, as applicable) as (a) a member of the Board and/or as a member of the board of directors or similar governing body of any of the Companys subsidiaries or other Affiliates (as defined below), (b) an officer of any of the Companys subsidiaries or other Affiliates, and/or (c) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used in this Agreement, Affiliate of any individual or entity means any other individual or entity that directly or individual controls, is controlled by, or is under common control with, the individual or entity.
Section 2.3. Compliance with Policies, etc. During the Term, the Executive shall be bound by, and comply fully with, all of the Companys policies and procedures for officers, directors and/or employees in place from time to time, including, but not limited to, all terms and conditions set forth in the Companys employee handbook, compliance manual, codes of conduct