Duties and Responsibilities Contract Clauses (344)

Duties and Responsibilities. (a) During the Term, Executive agrees to be employed and devote substantially all of Executive's business time and efforts to the Company and the promotion of its interests and the performance of Executive's duties and responsibilities hereunder as President and Chief Executive Officer, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as directed from time to time by the Board of Directors of the Company (the "Board") that are custo...mary for a President and CEO of a corporation of the size and nature of the Company. During the Term, Executive shall serve as a member of the Board. (b) During the Term, Executive shall report directly to the Board, or an Executive Committee designated by the Board. During the Term, Executive's principal place of employment shall be in Miami, Florida. Executive acknowledges that Executive's duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive's duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive's best reasonable efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive's duties and responsibilities hereunder; provided, however, Executive may manage Executive's personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of 2 Executive's duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board); provided however, that Executive may continue to serve on any boards of directors on which Executive is currently serving as of the Effective Date and set forth on Exhibit A. Executive shall not be compensated additionally in Executive's capacity as a member of the Board or a director of one or more companies owned directly or indirectly by the Company. View More

Duties and Responsibilities. a. General. The CEO shall serve as the CEO of the Corporation and subject to the general direction and control of the Board of Directors of the Corporation (the "Board of Directors") the Executive shall have responsibility for the overall day-to-day operation of the Corporation. In addition, the CEO shall have such other duties as are normally associated with and inherent in the executive capacity in which the CEO will be serving. b. Time. The CEO shall devote his professional and business time,... attention and energy to the Business (as defined herein) of the Corporation as necessary and appropriate to meet the requirements directed by the Board of Directors and further the interests of the Corporation. As used herein, the term "Business" shall mean and include the development and selling of education products and services. c. Business Opportunities. The CEO covenants and agrees that if, during the Term of Employment, the CEO shall access an investment or business opportunity that is directly related to the Business of the Corporation (a "Business Opportunity"), the CEO shall submit full details of such Business Opportunity to the Board of Directors of the Corporation, and such Business Opportunity shall be the sole property of the Corporation. View More

Duties and Responsibilities. (a) Commencing as of the Effective Date, Employee shall serve in the position of Chief Compliance Officer & General Counsel. During the Employment Term, Employee shall (i) be subject to all of the Company's policies, rules and regulations applicable to its executives, (ii) report to, and be subject to the direction and control of, the Chief Executive Officer, and (iii) perform such duties commensurate with Employee's position as shall be assigned to Employee. (b) During the term of Employee's em...ployment hereunder, and excluding any periods of vacation, paid holiday, and sick and personal leave to which Employee may be entitled under this Agreement or applicable federal, state or local law, Employee agrees to devote substantially all of [his/her] business time, energies, skills and attention to the business and affairs of the Company and any corporation, partnership, limited liability company or other entity owned or controlled, directly or indirectly, by the Company (each, a "Subsidiary"), to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to use Employee's reasonable best efforts to perform faithfully, effectively and efficiently such responsibilities. During the term of Employee's employment, it shall not be a violation of this Agreement for Employee to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so long as such activities do not (A) violate the terms of this Agreement or any other agreement between Employee and the Company, or between the Company and any third party or (B) constitute an actual or prospective conflict of interest or otherwise interfere with the performance of Employee's responsibilities as an employee of the Company in accordance with this Agreement. 1 (c) To induce the Company to enter into this Agreement, Employee represents and warrants to the Company that [he/she] is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair [his/her] right or ability (i) to enter the employ of the Company or (ii) to perform fully [his/her] duties and obligations pursuant to this Agreement. View More

Duties and Responsibilities. (a) During the Employment Period, Executive shall be employed and serve as the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company (the "CEO"). In his position, Executive shall perform such duties, functions and responsibilities during the Employment Period, commensurate with the Executive's position, as reasonably and lawfully directed by the CEO. (b) Executive shall devote substantially all of his business time, attention and efforts to the p...erformance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company (which, for all purposes of this Section 3(b), shall include all Subsidiaries of the Company). Without limiting the foregoing, Executive shall not engage in any other business, occupation or related activity during the Employment Period that (a) conflicts with the interests of the Company or its subsidiaries, (b) interferes with the proper and efficient performance of his duties for the Company, or (c) interferes with the exercise of his judgment in the Company's best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (i) with the advance approval of the Board or the Governance Committee of the Board (not to be unreasonably withheld), serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of Executive's responsibilities to the Company in accordance with this Agreement. View More

Duties and Responsibilities. (a) Position and Duties. Commencing as of the Effective Date, Executive shall serve in the position of Chief Executive Officer. During the Employment Term, Executive shall (i) be subject to all of the Company's policies, rules and regulations applicable to its executives, and (ii) perform such duties commensurate with Executive's position as shall be assigned to Executive. (b) Standard of Performance. Executive agrees that he will at all times faithfully and industriously and to the best of his ...ability, experience, and talents perform all the duties that may be required of and from him pursuant to the terms of this Agreement and consistent with his position. Such duties shall be performed at such place or places as the interests, needs, business, and opportunities of the Company shall reasonably require or render advisable. (c) Exclusive Service. (i) Executive shall devote substantially all of his business energies and abilities and substantially all of his productive time to the performance of his duties under this Agreement (reasonable absences during holidays and vacations excepted), and shall not, without the prior written consent of the Company, render to others any service of any kind (whether or not for compensation) that, in the opinion of the Company, would materially interfere with the performance of his duties under this Agreement, and (ii) Executive shall not, without the prior written consent of the Company, maintain any affiliation with, whether as an agent, consultant, Executive, officer, director, trustee or otherwise, nor shall he directly or indirectly render any services of an advisory nature or otherwise to, or participate or engage in, any other business activity. View More

Duties and Responsibilities. During the Term, the Executive shall have the position of Chief Marketing and Business Development Officer of the Company. (b) Duties. The Executive shall report directly to the Company's Chief Executive Officer or his designee (the "MDC Executive"), at such times and in such detail as the MDC Executive shall reasonably require. The Executive shall perform such duties consistent with his position or as may be directed by the Chief Executive Officer of the Company. 1 (c) Scope of Employment. The ...Executive's employment by the Company as described herein shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his reasonable best efforts, and all his skill and ability to promote the interests of the Company; and (ii) carry out his duties in a competent manner and serve the Company faithfully and diligently under the direction of the MDC Executive. Notwithstanding the foregoing, the Executive shall be permitted to engage in charitable and civic activities and manage his personal passive investments, provided that such passive investments are not in a company which transacts business with the Company or its affiliates or engages in business competitive with that conducted by the Company (or, if such company does transact business with the Company, or does engage in a competitive business, it is a publicly held corporation and the Executive's participation is limited to owning less than 1% of its outstanding shares), and further provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement. (d) Office Location. During the Term, the Executive's services hereunder shall be performed at the offices of the Company in New York, N. Y., subject to necessary travel requirements to the Company's partner agency office locations in order to carry out his duties in connection with his position hereunder. View More

Duties and Responsibilities. Executive agrees to serve in the position referred to in Section 1(b) hereof and to perform diligently and to the best of Executive's abilities the usual and customary duties and services appertaining to such position, as well as such additional duties and services appropriate to such position which the Company and Executive mutually may agree upon from time to time. Executive's employment shall also be subject to the policies maintained and established by the Company that are of general applica...bility to the Company's executives, as such policies may be amended from time to time. Executive agrees, during the period of Executive's employment by the Company, to devote substantially all of Executive's business time, energy and best efforts to the business and affairs of the Company and, to the extent requested by the Company, any other entity controlled by, or under common control with, the Company (each, an "Affiliate"). 1 3. Term. Executive's employment pursuant to this Agreement begins on the Agreement Effective Date and continues thereafter until terminated by either party pursuant to Section 5 of this Agreement (the "Employment Term"). View More

Duties and Responsibilities. As the Chief Financial Officer, you will continue to have the duties and responsibilities set forth in the job description for such position, including the duties that you have been performing during your employment to date with the Company, and such other duties as may be assigned to you. It is anticipated that such duties will include your providing services to Millendo Therapeutics, Inc. (the "Parent") as Parent's Chief Financial Officer, without further or additional compensation or benefits... other than as set forth in this Agreement. You will report to the President and Chief Executive Officer. View More

Duties and Responsibilities. During the Employment Term, the Executive shall serve as the Chief Executive Officer of the Company and as the holder of such other senior executive positions consistent therewith as the Board may determine. He shall report to, and be subject to, the direction of the Company's Board of Directors with such duties and responsibilities as are commensurate with his title and position. The Executive shall work on a full-time basis and shall devote his time, energy and attention to the business of the... Company; it being understood that Executive's employment hereunder shall not preclude his working on other non-competitive business matters that do not interfere with his duties hereunder. View More

Duties and Responsibilities. As Chief Executive Officer, you will report to the Company's Board of Directors (the "Board"). You will also continue to serve as a member of the Board and as Chairperson of the Board subject to the terms and conditions of the Company's Bylaws. You will work at our facility located in Flagstaff, Arizona. Of course, subject to the terms of this Agreement, the Company may change your position, duties, and work location from time to time in its discretion. As a Company employee, you will be expecte...d to abide by Company rules and policies as adopted from time to time, applicable to all officers of the Company. View More