Duties and Scope of Employment Contract Clauses (475)
Grouped Into 18 Collections of Similar Clauses From Business Contracts
This page contains Duties and Scope of Employment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Duties and Scope of Employment. (a) Positions and Duties. As of the Effective Date, Executive will serve as Chief Financial Officer of the Company. Executive will render such business and professional services in the performance of Executive's duties, consistent with Executive's position within the Company, as shall reasonably be assigned to Executive by the Company's Chief Executive Officer. The period of Executive's at-will employment under the terms of this Agreement is referred to herein as the "Employment Term." (b) Oblig...ations. During the Employment Term, Executive will perform Executive's duties faithfully and to the best of Executive's ability and will devote Executive's full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company's Board of Directors (the "Board").View More
Duties and Scope of Employment. (a) Positions and Duties. As Effective as of the Effective Date, Executive will serve as Senior Vice President & Chief Financial Medical Officer of the Company. Executive will render such business and professional services in the performance of Executive's duties, consistent with Executive's position within the Company, as shall will reasonably be assigned to Executive by the Company's Chief Executive Officer. Officer, to whom Executive will report. The period of Executive's at-will employment u...nder the terms of this Agreement is referred to herein as the "Employment Term." (b) Obligations. During the Employment Term, Executive will perform Executive's duties faithfully and to the best of Executive's ability and will devote Executive's full business efforts and time to the Company. ability. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company's Board of Directors (the "Board"). "Board") or the Compensation Committee of the Board (the "Compensation Committee"). Nothing in this Agreement or elsewhere shall prevent Executive from managing his personal investment and affairs, or from engaging in charitable and community affairs, so long as such activities do not either individually or in the aggregate interfere with the performance of his duties for the Company. View More
Duties and Scope of Employment. (a) Positions and Duties. As of the Effective Date, Executive will continue to serve as Chief Financial Executive Officer of the Company and, as of the Effective Date, will also serve as President of the Company. Executive will render such business and professional services in the performance of Executive's his duties, consistent with Executive's position within the Company, as shall will reasonably be assigned to Executive him by the Company's Chief Executive Officer. Board of Directors (the "B...oard"). The period of Executive's at-will employment under the terms of this Agreement is referred to herein as the "Employment Term." (b) Board Membership. During the Employment Term, the Company agrees that Executive will continue to serve as a member and Chairman of the Board, subject to any required Board and/or stockholder approval. Executive may resign his service on the Board at any time, which resignation will in no way affect this Agreement. (c) Obligations. During the Employment Term, Executive will perform Executive's his duties faithfully and to the best of Executive's his ability and will devote Executive's full substantially all of his business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company's Board of Directors (the "Board"). that would impact in any material respect his ability to perform his duties and obligations hereunder. View More
Duties and Scope of Employment. (a) Positions and Duties. As of the Effective Date, Executive will serve as Chief Financial Executive Officer of the Company. Executive will render such business and professional services in the performance of Executive's duties, consistent with Executive's position within the Company, as shall reasonably be assigned to Executive by the Company's Chief Executive Officer. Board of Directors (the "Board"). The period of Executive's at-will employment under the terms of this Agreement is referred t...o herein as the "Employment Term." (b) Obligations. During the Employment Term, Executive will perform Executive's duties faithfully and to the best of Executive's ability and will devote Executive's full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company's Board Board. Notwithstanding the foregoing, Executive may (i) serve on the board of Directors (the "Board"). directors of one other non-competitive corporation or other business entity, subject to prior approval by the Board, which approval will not unreasonably be withheld, (ii) serve on civic or charitable boards or committees, and (iii) manage his personal investments, so long as such activities do not materially interfere with the performance of Executive's responsibilities in accordance with this Agreement or otherwise violate the terms of this Agreement. View More
Duties and Scope of Employment. (a) Position. For the term of your employment under this Agreement (your "Employment"), the Company agrees to employ you in the position of Chief Financial Officer. You shall report to the Company's Chief Executive Officer. You shall perform the duties and have the responsibilities and authority customarily performed and held by an employee in your position or as otherwise may be assigned or delegated to you by the Company's Chief Executive Officer. (b) Obligations to the Company. During your Em...ployment, you shall devote your full business efforts and time to the Company and shall not assist any person or entity in competing with the Company or in preparing to compete with the Company. During your Employment, without the prior written approval of the Company's Board of Directors (the "Board"), you shall not render services in any capacity to any other person or entity and shall not act as a sole proprietor or partner of any other person or entity or own more than five percent (5%) of the stock of any other corporation. Notwithstanding the foregoing, you may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without such advance written consent, provided that such activities do not individually or in the aggregate interfere with the performance of your duties under this Agreement. You shall comply with the Company's policies and rules, as they may be in effect from time to time during your Employment. (c) No Conflicting Obligations. You represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations under this Agreement. In connection with your Employment, you shall not use or disclose any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest and your Employment shall not infringe or violate the rights of any other person. You represent and warrant to the Company that you have returned all property and confidential information belonging to any prior employer.View More
Duties and Scope of Employment. (a) Position. For the term of your employment under this Agreement (your "Employment"), the Company agrees to employ you in the position positions of Chief Financial Officer. You shall report Product Officer, reporting to the Company's Chief Executive Officer. Board of Directors (the "Board"). You shall will be working out of the Company's office in the San Francisco Bay area although you understand and agree that you may be required to travel from time to time for business reasons. You will per...form the duties and have the responsibilities and authority customarily performed and held by an employee in your position or as otherwise may be assigned or delegated to you by the Company's Chief Executive Officer. position. (b) Obligations to the Company. During your Employment, you shall devote your full business efforts and time to the Company and shall not assist any person or entity in competing with the Company or in preparing to compete with the Company. During your Employment, without the prior written approval of the Company's Board of Directors (the "Board"), you shall not render services in any capacity to any other person or entity and shall not act as a sole proprietor or partner of any other person or entity or own more than five percent (5%) of the stock of any other corporation. Notwithstanding the foregoing, you may business. You may, however, serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, engagements or teach at educational institutions, or manage personal investments without such advance written consent, provided that such activities do not individually or in the aggregate interfere with the performance of your duties under this Agreement. Agreement or violate the terms of the Confidential Information and Invention Assignment Agreement between you and the Company. You shall comply with the Company's policies and rules, as they may be in effect from time to time during your Employment. (c) No Conflicting Obligations. You represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations under this Agreement. In connection with your Employment, you shall not use or disclose any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest and your Employment shall will not infringe or violate the rights of any other person. You represent and warrant to the Company that you have returned all property and confidential information belonging to any prior employer. (d) Commencement Date. You shall commence full-time Employment as soon as reasonably practicable and in no event later than July 10, 2009 (the "Start Date") 2. Compensation. The Company shall pay you as compensation for your services an initial base salary at a gross annual rate of $60,000. Such salary shall be payable in accordance with the Company's standard payroll procedures. The annual compensation specified in this Section 2, together with any modifications in such compensation that the Company may make from time to time, is referred to in this Agreement as "Base Salary." The Board or any Compensation Committee of the Board shall review your Base Salary at least annually. View More
Duties and Scope of Employment. (a) Position. For the term of your employment under this Agreement (your "Employment"), the The Company agrees to continue to employ you in the position of Chief Financial Executive Officer. You shall will continue to report to the Company's Chief Executive Officer. Board of Directors (the "Board") or to such other person as the Company subsequently may determine. You shall will be working out of the Company's office in San Francisco. You will perform the duties and have the responsibilities and... authority customarily performed and held by an employee in your position or as otherwise may be assigned or delegated to you by the Company's Chief Executive Officer. Company. (b) Obligations to the Company. During the term of your Employment, employment with the Company (the "Employment"), you shall devote your full business efforts and time to the Company and shall not assist any person or entity in competing with the Company or in preparing to compete with the Company. During your Employment, without the prior written approval of the Company's Board of Directors (the "Board"), you shall agree that you will not render services engage in any capacity other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other person or entity and shall not act as a sole proprietor or partner of any other person or entity or own more than five percent (5%) of activities that conflict with your obligations to the stock of any other corporation. Notwithstanding the foregoing, you may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without such advance written consent, provided that such activities do not individually or in the aggregate interfere with the performance of your duties under this Agreement. Company. You shall comply with the Company's policies and rules, including those policies located in the Company's Team Member Handbook (and applicable State Supplement) and in the Company's Code of Business Conduct and Ethics, as they may be in effect from time to time during your Employment. (c) No Conflicting Obligations. You represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations under this Agreement. In connection with your Employment, you shall not use or disclose any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest and your Employment shall will not infringe or violate the rights of any other person. You represent and warrant to the Company that you have returned all property and confidential information belonging to any prior employer. View More
Duties and Scope of Employment. (a) Position. Term. This Agreement will be effective as of the date of the Company's up-listing onto the New York Stock Exchange (the "Effective Date") and will continue through the three (3) year anniversary of the Effective Date (the "Initial Term Expiration Date" and such period, the "Initial Term"); provided that upon the Initial Term Expiration Date, and each subsequent one (1) year anniversary of such date, if applicable, the term of your employment under this Agreement will automatically ...by extended by one (1) year (each such extension, an "Additional Term"), unless either party hereto provides the other party with written notice as least ninety (90) days before the Initial Term Expiration Date, or such subsequent one (1) year anniversary of such date, if applicable, of such party's decision not to extend the term of employment under this Agreement any further. For avoidance of doubt, the decision by either party (prior to a Change in Control) not to extend the term of employment under this Agreement will not by itself constitute a termination of employment by the Company other than for Cause (as defined below), and unless determined otherwise by you or the Company, after such non-renewal, your employment will continue on an at-will basis outside of this Agreement. (b) Position and Responsibilities. For the term of your employment under this Agreement (your "Employment"), (the "Employment Period"), the Company agrees to employ you in the position of Chief Financial Executive Officer. You shall will report to the Company's Chief Executive Officer. Board of Directors (the "Board"). You shall will perform the duties and have the responsibilities and authority customarily performed and held by an employee in your position the Chief Executive Officer or as otherwise may be assigned or delegated to you by the Company's Chief Executive Officer. (b) Board. (c) Obligations to the Company. During your Employment, the Employment Period, you shall perform your duties faithfully and to the best of your ability and will devote your full business efforts and time to the Company and shall not assist any person or entity in competing with the Company or in preparing to compete with the Company. During your Employment, the Employment Period, without the prior written approval of the Company's Board of Directors (the "Board"), Board, you shall not render services in any capacity to any other person or entity and shall not act as a sole proprietor or partner of any other person or entity or own more than five percent (5%) of the stock of any other corporation. corporation, except that stock that you hold as a passive investment in a non-competitive company will be exempt from this limitation. Notwithstanding the foregoing, you may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal or family investments without such advance written consent, consent; provided that such activities do not individually or in the aggregate materially interfere with the performance of your duties under this Agreement. You shall comply with the Company's policies and rules, as they may be in effect from time to time and provided to you during your Employment. (c) the Employment Period. (d) No Conflicting Obligations. You represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations under this Agreement. In connection with your Employment, employment, you shall not knowingly use or disclose any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest and to the best of your knowledge, your employment during the Employment shall Period will not infringe or violate the rights of any other person. You represent and warrant to the Company that you have returned all property and confidential information belonging to any prior employer. View More
Duties and Scope of Employment. (a) At-Will Employment. Executive will continue as a full-time employee with the Company under the terms of which will be governed by this Agreement. Executive's Employment with the Company is for no specified period and constitutes "at will" employment. As a result, Executive is free to terminate Employment at any time, with or without advance notice, and for any reason or for no reason. Similarly, the Company is free to terminate Executive's Employment at any time, with or without advance noti...ce, and with or without Cause (as defined below). Furthermore, although the terms and conditions of Executive's Employment with the Company may change over time, nothing shall change the at-will nature of Executive's Employment. (b) Position and Responsibilities. During the Employment Period, the Company agrees to continue to employ Executive in the position of Chief Executive Officer. Executive will report to the Company's Board of Directors (the "Board"), or to such other Person as the Company subsequently may determine (your "Supervisor"), and Executive will be working out of the Company's office in Berkeley, CA. Executive will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive's position or as otherwise may be assigned or delegated to Executive by the Board. (c) Obligations to the Company. During the Employment Period, Executive shall perform Executive's duties faithfully and to the best of Executive's ability and will devote Executive's full business efforts and time to the Company. During the Employment Period, without the prior written approval of your Supervisor, Executive shall not render services in any capacity to any other Person and shall not act as a sole proprietor or partner of any other Person or own more than five percent (5%) of the stock of any other corporation. Notwithstanding the foregoing, Executive may serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without advance written consent of your Supervisor; provided that such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement or create a potential business or fiduciary conflict. Executive shall comply with the Company's policies and rules, as they may be in effect from time to time during Executive's Employment. (d) Business Opportunities. During Executive's Employment, Executive shall promptly disclose to the Company each business opportunity of a type, which based upon its prospects and relationship to the business of the Company or its affiliates, the Company might reasonably consider pursuing. In the event that Executive's Employment is terminated for any reason, the Company or its affiliates shall have the exclusive right to participate in or undertake any such opportunity on their own behalf without any involvement by or compensation to Executive under this Agreement. (e) No Conflicting Obligations. Executive represents and warrants to the Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive's obligations under this Agreement or that would otherwise prohibit Executive from performing Executive's duties with the Company. In connection with Executive's Employment, Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which Executive or any other Person has any right, title or interest and Executive's Employment will not infringe or violate the rights of any other Person. Executive represents and warrants to the Company that Executive has returned all property and confidential information belonging to any prior employer.View More
Duties and Scope of Employment. (a) At-Will Employment. Executive will continue Term. Executive's full-time Employment shall commence for an initial term effective as of the Effective Date and continuing for a full-time employee three (3)-year period (the "Initial Term"), unless sooner terminated in accordance with the Company under provisions of Section 6; with such employment to automatically continue following the Initial Term for additional one (1)-year periods in accordance with the terms of which will this Agreement (sub...ject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term or any applicable extension period of employment hereunder (the Initial Term, together with any such extension period of employment hereunder, shall hereinafter be governed by this Agreement. Executive's Employment with referred to as the Company is for no specified period and constitutes "at will" employment. As a result, Executive is free to terminate Employment at any time, with or without advance notice, and for any reason or for no reason. Similarly, the Company is free to terminate Executive's Employment at any time, with or without advance notice, and with or without Cause (as defined below). Furthermore, although the terms and conditions of Executive's Employment with the Company may change over time, nothing shall change the at-will nature of Executive's Employment. "Employment Period"). (b) Position and Responsibilities. During the Employment Period, the Company agrees to continue to employ Executive in the position of Chief Executive Financial Officer. Executive will report to the Company's Board of Directors (the "Board"), or to such other Person as the Company subsequently may determine (your Chief Executive Officer (Executive's "Supervisor"), and Executive will be working work out of the Company's office in Berkeley, CA. Virginia or, as directed by the Company from time to time, remotely. Due to the pandemic situation, Executive will be allowed to work remotely through October 31, 2022. Executive will be extended a relocation assistance stipend of $50,000 (net of tax withholding, it being understood by Executive that the gross amount thereof will be considered taxable compensation to Executive) to assist with moving personal belongings and temporary housing, subject to applicable Company policies (the "Relocation Stipend"). The Relocation Stipend will be paid to Executive on or around January 21, 2022 through the Company's standard payroll processes. If Executive elects to not relocate by the required date, Executive will be deemed to have voluntarily resigned without any entitlement to severance. If Executive resigns or is terminated for Cause (as defined in Attachment A) within one year of receipt of the Relocation Stipend, Executive agrees to refund the Company the full amount of the Relocation Stipend. Executive will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive's position or as otherwise may be assigned or delegated to Executive by the Board. Executive's Supervisor. (c) Obligations to the Company. During the Employment Period, Executive shall perform Executive's duties faithfully and to the best of Executive's ability and will devote Executive's full business efforts and time to the Company. During the Employment Period, without the prior written approval of your Supervisor, the Chief Executive Officer of the Company, Executive shall not render services in any capacity to any other Person and shall not act as a sole proprietor or partner of any other Person or own more than five percent (5%) of the stock of any other corporation. Notwithstanding the foregoing, Executive may serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without advance written consent of your Supervisor; the Chief Executive Officer of the Company; provided that such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement or create a potential business or fiduciary conflict. Executive shall comply with the Company's policies and rules, as they may be in effect from time to time during Executive's Employment. (d) Business Opportunities. During Executive's Employment, Executive shall promptly disclose to the Company each business opportunity of a type, which based upon its prospects and relationship to the business of the Company or its affiliates, the Company might reasonably consider pursuing. In the event that Executive's Employment is terminated for any reason, the Company or its affiliates shall have the exclusive right to participate in or undertake any such opportunity on their own behalf without any involvement by or compensation to Executive under this Agreement. (e) No Conflicting Obligations. Executive represents and warrants to the Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive's obligations under this Agreement or that would otherwise prohibit Executive from performing Executive's duties with the Company. In connection with Executive's Employment, Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which Executive or any other Person has any right, title or interest and Executive's Employment will not infringe or violate the rights of any other Person. Executive represents and warrants to the Company that prior to the Effective Date Executive has shall have returned all property and confidential information belonging to any prior employer. View More
Duties and Scope of Employment. (a) At-Will Employment. Executive will continue as a full-time employee with the Company under the terms of which will be governed by this Agreement. Executive's Employment with the Company is for no specified period and constitutes "at will" employment. As a result, Except as otherwise set forth herein, Executive is free to terminate Employment at any time, with or without advance notice, and for any reason or for no reason. Similarly, the Company is free to terminate Executive's Employment at ...any time, with or without advance notice, and with or without Cause (as defined below). Furthermore, although the terms and conditions of Executive's Employment with the Company may change over time, nothing shall change the at-will nature of Executive's Employment. (b) Position and Responsibilities. During the Employment Period, the Company agrees to continue to employ Executive in the position of Chief Executive Officer. Executive will report to the Company's Board of Directors (the "Board"), or to such other Person as the Company subsequently may determine (your "Supervisor"), "Board") and Executive will be working remotely and based out of the Greater New York City Area until receiving further notice from the Company, at which time Executive will work out of the Company's office in Berkeley, CA. Jersey City, New Jersey. Executive will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive's position or as otherwise may be assigned or delegated to Executive by the Board. (c) Obligations to the Company. During the Employment Period, Executive shall perform Executive's duties faithfully and to the best of Executive's ability and will devote Executive's full business efforts and time to the Company. During the Employment Period, without the prior written approval of your Supervisor, Executive shall not render services in any capacity to any other Person and shall not act as a sole proprietor or partner of any other Person or own more than five percent (5%) of the stock of any other corporation. Notwithstanding the foregoing, Executive may serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without advance written consent of your Supervisor; provided that such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement or create a potential business or fiduciary conflict. Executive shall comply with the Company's policies and rules, as they may be in effect from time to time during Executive's Employment. (d) Business Opportunities. During Executive's Employment, Executive shall promptly disclose to the Company each business opportunity of a type, which based upon its prospects and relationship to the business of the Company or its affiliates, the Company might reasonably consider pursuing. In the event that Executive's Employment is terminated for any reason, the Company or its affiliates shall have the exclusive right to participate in or undertake any such opportunity on their own behalf without any involvement by or compensation to Executive under this Agreement. (e) (c) No Conflicting Obligations. Executive represents and warrants to the Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive's obligations under this Agreement or that would otherwise prohibit Executive from performing Executive's duties with the Company. In connection with Executive's Employment, Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which Executive or any other Person has any right, title or interest and Executive's Employment will not infringe or violate the rights of any other Person. Executive represents and warrants to the Company that Executive has returned all property and confidential information belonging to any prior employer. View More
Duties and Scope of Employment. (a) At-Will Employment. Executive will continue as a commenced full-time employee Employment with the Company under on March 25, 2021 (the actual date Executive commences employment, the "Start Date"), the terms of which will be governed by this Agreement. Executive's Employment with the Company is for no specified period and constitutes "at will" employment. As a result, Executive is free to terminate Employment at any time, with or without advance notice, and for any reason or for no reason. S...imilarly, the Company is free to terminate Executive's Employment at any time, with or without advance notice, and with or without Cause (as defined below). below); provided, however, prior to terminating Executive for Cause, the Company will provide Executive with written notice detailing the reasons that the Company is terminating Executive for Cause. Furthermore, although the terms and conditions of Executive's Employment with the Company may change over time, nothing shall change the at-will nature of Executive's Employment. (b) Position and Responsibilities. During the Employment Period, the Company agrees to continue to employ Executive in the position of Chief Executive Officer. Executive will report to the Company's Board of Directors (the "Board"), or to such other Person as the Company subsequently may determine (your "Supervisor"), and Executive's primary work location shall be his primary residence in California (the "Designated Work Location"); provided that Executive will be working out of required to be on site regularly as needed by the Company at the Company's office in Berkeley, CA. Wilsonville, Oregon (the "Oregon Office") and will be required to travel for business reasons as reasonably required by the Company. Executive will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive's position or as otherwise may be assigned or delegated to Executive by the Board. Board consistent with Executive's position. (c) Term of Agreement. This Agreement will have an initial term commencing on the Start Date and will continue through the four (4) year anniversary of your Start Date (the "Initial Term Expiration Date"); provided that upon the Initial Term Expiration Date, and each subsequent anniversary of such date, if applicable, the term of your employment under this Agreement will automatically by extended by one (1) year, unless either party hereto provides the other party with written notice as least sixty (60) days before the Initial Term Expiration Date, or such subsequent anniversary of such date, if applicable, of such party's decision not to extend the term of employment under this Agreement any further. Notwithstanding the forgoing, your employment under this Agreement may be terminated at any time before or after the Initial Term Expiration Date, in accordance with Section 1(a) above. Non-renewal of the Agreement by the Company shall constitute a termination without Cause (as defined below). (d) Obligations to the Company. During the Employment Period, Executive shall perform Executive's duties faithfully and to the best of Executive's ability and will devote Executive's full business efforts and time to the Company. During the Employment Period, without the prior written approval of your Supervisor, Board, except as listed on Exhibit A, Executive shall not render services in any capacity to any other Person and shall not act as a sole proprietor or partner of any other Person or own more than five percent (5%) of the stock of any other corporation. Notwithstanding the foregoing, Executive may serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without advance written consent of your Supervisor; Board; provided that such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement or create a potential business or fiduciary conflict. Executive shall comply with the Company's policies and rules, as they may be in effect from time to time during Executive's Employment. (d) (e) Business Opportunities. During Executive's Employment, Executive shall promptly disclose to the Company each business opportunity of a type, which based upon its prospects and relationship to the business of the Company or its affiliates, the Company might reasonably consider pursuing. In the event that Executive's Employment is terminated for any reason, the Company or its affiliates shall have the exclusive right to participate in or undertake any such opportunity on their own behalf without any involvement by or compensation to Executive under this Agreement. (e) No Conflicting Obligations. Executive represents and warrants to the Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive's obligations under this Agreement or that would otherwise prohibit Executive from performing Executive's duties with the Company. In connection with Executive's Employment, Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which Executive or any other Person has any right, title or interest and Executive's Employment will not infringe or violate the rights of any other Person. Executive represents and warrants to the Company that Executive has returned all property and confidential information belonging to any prior employer.View More
Duties and Scope of Employment. (a)Position. For the term of her employment under this Agreement (the "Employment"), the Company agrees to continue to employ the Executive in the position of Executive Vice President, Chief Financial Officer and Treasurer. The Executive shall report to the Company's President or Chief Executive Officer or his or her designee. (b)Obligations to the Company. During her Employment, the Executive (i) shall devote her full business efforts and time to the Company, (ii) shall not engage in any other ...employment, consulting or other business activity that would create a conflict of interest with the Company, (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company, and (iv) shall comply with the Company's policies and rules, as they may be in effect from time to time. (c)No Conflicting Obligations. The Executive represents and warrants to the Company that she is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with her obligations under this Agreement. The Executive represents and warrants that she will not use or disclose, in connection with her Employment, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that her Employment will not infringe or violate the rights of any other person. The Executive represents and warrants to the Company that she has returned all property and confidential information belonging to any prior employer. (d)Commencement Date. The Executive has previously commenced full-time Employment. This Agreement shall govern the terms of Executive's Employment effective as of April 1, 2014 (the "Commencement Date") through the Term (as defined in Section 5(a) below).View More
Duties and Scope of Employment. (a)Position. (a) Position. For the term of her his employment under this Agreement (the "Employment"), the Company agrees to continue to employ the Executive in the position of Chief Executive Vice President, Chief Financial Officer and Treasurer. President or in such other position as the Company subsequently may assign to the Executive. The Executive shall report to the Company's President or Chief Executive Officer or his or her designee. (b)Obligations Board of Directors (the "Board"). (b) O...bligations to the Company. During her his Employment, the Executive (i) shall devote her his full business efforts and time to the Company, (ii) shall not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company, (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company, Company and (iv) shall comply with the Company's policies and rules, as they may be in effect from time to time. (c)No (c) No Conflicting Obligations. The Executive represents and warrants to the Company that she he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with her his obligations under this Agreement. Agreement provided that the Company acknowledges that you may serve on the board of directors or as an advisor for up to two for-profit companies, in addition to the Company's Board. You agree to attend in person no more than four meetings per year per company and any remaining meetings, if attended, will not require travel. The Executive represents and warrants that she he will not use or disclose, in connection with her his Employment, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that her his Employment will not infringe or violate the rights of any other person. The Executive represents and warrants to the Company that she he has returned all property and confidential information belonging to any prior employer. (d)Commencement Date. The Executive has previously commenced full-time Employment. This Agreement shall govern the (d) Definitions. Certain capitalized terms of Executive's Employment effective as of April 1, 2014 (the "Commencement Date") through the Term (as are defined in Section 5(a) below). 12. View More
Duties and Scope of Employment. (a)Position. For (a) At-Will Employment. Employee's Employment with the term Company is for no specified period and constitutes "at will" employment. Except as otherwise set forth herein, Employee is free to terminate Employment at any time, with or without advance notice, and for any reason or for no reason. Similarly, the Company is free to terminate Employee's Employment at any time, with or without advance notice, and with or without Cause (as defined below). Furthermore, although terms and ...conditions of her employment Employee's Employment with the Company may change over time, nothing shall change the at-will nature of Employee's Employment. This Section 1(a) shall be limited to the extent required under this Agreement (the "Employment"), applicable law. (b) Position and Responsibilities. During the Employment Period, the Company agrees to continue to employ the Executive Employee in the position of Co-Chief Executive Vice President, Chief Financial Officer and Treasurer. The Executive shall Officer. Employee will report to the Company's President Board of Directors (the "Board"). Employee will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Employee's position or Chief Executive Officer as otherwise may be assigned or his or her designee. (b)Obligations delegated to Employee by the Board. (c) Obligations to the Company. During her Employment, the Executive (i) Employment Period, Employee shall perform Employee's duties faithfully and to the best of Employee's ability and will devote her Employee's full business efforts and time to the Company, (ii) Company. During the Employment Period, without the prior written approval of the Board, Employee shall not engage render services in any capacity to any other Person and shall not act as a sole proprietor or partner of any other Person or own more than five percent (5%) of the ownership interests in any other employment, consulting entity. Notwithstanding the foregoing, Employee may serve on civic or other business activity charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without advance written consent of the Board; provided that would such activities do not individually or in the aggregate interfere with the performance of Employee's duties under this Agreement or create a conflict potential business or fiduciary conflict, with an additional list of interest with the Company, (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company, and (iv) permitted activities attached hereto as Annex I ("Permitted Activities"). Employee shall comply with the Company's policies and rules, as they may be in effect from time to time. (c)No time during Employee's Employment. (d) Business Opportunities. During Employee's Employment, Employee shall promptly disclose to the Company each business opportunity of a type, which based upon its prospects and relationship to the business of the Company or its affiliates, the Company might reasonably consider pursuing. In the event that Employee's Employment is terminated for any reason, the Company or its affiliates shall have the exclusive right to participate in or undertake any such opportunity on their own behalf without any involvement by or compensation to Employee under this Agreement. (e) No Conflicting Obligations. The Executive Employee represents and warrants to the Company that she Employee is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with her Employee's obligations under this Agreement. The Executive represents and warrants Agreement or that she will would otherwise prohibit Employee from performing Employee's duties with the Company. In connection with Employee's Employment, Employee shall not use or disclose, in connection with her Employment, disclose any trade secrets or other proprietary information or intellectual property in which the Executive Employee or any other person Person has any right, title or interest and that her Employee's Employment will not infringe or violate the rights of any other person. The Executive Person. Employee represents and warrants to the Company that she has prior to the Effective Date, Employee shall have returned all property and confidential information belonging to any prior employer. (d)Commencement Date. The Executive has previously commenced full-time Employment. This Agreement shall govern the terms of Executive's Employment effective as of April 1, 2014 (the "Commencement Date") through the Term (as defined in Section 5(a) below).View More
Duties and Scope of Employment. (a)Position. (a) Position. For the term of her his employment under this Agreement (the "Employment"), the Company agrees to continue to employ the Executive in the position of Executive Vice President, Chief Financial Officer and Treasurer. The Enterprise Solutions Group. Executive shall report to the Company's President or Chief Executive Officer or his or her designee. (b)Obligations Executive's principal workplace shall be in Bridgewater, New Jersey and shall be in such principal workplace a... minimum of four days during each five-day business week unless Executive is traveling to customers, investor or business meetings or for other work-related reasons. (b) Obligations to the Company. During her his Employment, the Executive (i) shall devote her his full business efforts and time to the Company, (ii) shall not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company, (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company, and (iv) shall comply with the Company's policies and rules, as they may be in effect from time to time. (c)No (c) No Conflicting Obligations. The Executive represents and warrants to the Company that she he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with her his obligations under this Agreement. The Executive represents and warrants that she he will not use or disclose, in connection with her his Employment, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that her his Employment will not infringe or violate the rights of any other person. The Executive represents and warrants to the Company that she he has returned all property and confidential information belonging to any prior employer. (d)Commencement (d) Commencement Date. The Executive has previously commenced full-time Employment. This Agreement shall govern the terms of Executive's Employment effective as of April August 1, 2014 2015 (the "Commencement Date") through the Term (as defined in Section 5(a) below). View More
Duties and Scope of Employment. Executive will continue to serve, at the pleasure of the Board, as President and Chief Executive Officer of the Company and shall report to the Company's Board of Directors (the "Board"). In the capacities of President and Chief Executive Officer, Executive will render such business and professional services in the performance of his duties, consistent with Executive's position within the Company. Executive will be the highest ranking executive officer of the Company, with the full powers, respo...nsibilities and authorities customary for the chief executive officer of corporations of the size, type and nature of Company, together with such other powers, authorities and responsibilities as may reasonably be assigned to him by the Board. Executive will report solely and directly to the Board. The period Executive is employed by the Company under this Agreement is referred to herein as the "Employment Term." (b) Board Membership. Executive will continue to serve as a member of the Board until the next Annual Meeting of Stockholders. Thereafter, his service on the Board will be subject to the same scrutiny by the Nominating and Governance Committee (the "Nominating Committee") as all other director nominee candidates. Executive's service as a member of the Board will be further subject to any required stockholder approval. Upon the termination of Executive's employment for any reason, Executive will be deemed to have resigned from the Board (and any boards of subsidiaries) voluntarily, without any further required action by Executive, as of the end of Executive's employment and/or at the Board's request including, but not limited to, complying with NASDAQ independent Board membership thresholds. For so long as Executive remains an employee of the Company, he will not be additionally compensated for his services as a member of the Board. (c) Obligations. During the Employment Term, Executive will devote his full business efforts and time to the Company and will use good faith efforts to discharge his obligations under this Agreement to the best of his ability. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board; provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization and serve on the board(s) set forth on Schedule A attached hereto, provided such services do not materially interfere with Executive's obligations to the Company. Executive represents that he is not subject to any non-competition, confidentiality, trade secrets or other agreement(s) that would preclude, or restrict in any way, Executive from fully performing his services hereunder during his employment with the Company.View More
Duties and Scope of Employment. (a) Positions and Duties. As of the Effective Date, Executive will continue to serve, at serve as the pleasure of the Board, as President and Company's Chief Executive Officer of the Company and shall report to the Company's Board of Directors (the "Board"). In the capacities of President and Chief Executive Officer, Officer. Executive will render such business and professional services in the performance of his duties, Executive's authority, duties and responsibilities consistent with Executive...'s position within as a Chief Executive Officer of a similarly sized company in the Company. Executive will be the highest ranking executive officer of the Company, with the full powers, responsibilities and authorities customary for the chief executive officer of corporations of the size, type and nature of Company, together with such other powers, authorities and responsibilities as may reasonably be assigned to him by the Board. technology industry. Executive will report solely and directly to the Board. Company's Board of Directors (the "Board"). The period Executive is employed by the Company of Executive's employment under this Agreement is referred to herein as the "Employment Term." For purposes of clarity, the occurrence of vesting milestone events (e.g., a Sale Event), shall remain subject to any applicable approval of the Board or the Company's stockholders, as required under any applicable law or the Company's governing documents and the existence or absence of any such approval shall not constitute a reduction or change in Executive's authority, duties or responsibilities. (b) Board Membership. In addition, for so long as the Company requires during the Employment Term, Executive will continue to shall also serve as a member an employee-director of the Board until Board, and with respect to such position during the next Annual Meeting of Stockholders. Thereafter, Employment Term, Executive shall not be eligible to receive fees, further equity grants or other compensation paid to the Company's non-employee directors for his service on the Board will be subject to during the same scrutiny by the Nominating and Governance Committee (the "Nominating Committee") as all other director nominee candidates. Employment Term; provided that Executive's service as a member of the Board will be further subject to any required stockholder approval. requirements set forth in the Company's governing documents and the requirements of any applicable securities exchange. Upon the termination of Executive's employment for any reason, unless otherwise requested by the Board, Executive will be deemed to have resigned from the Board (and all other positions held at the Company and any boards of subsidiaries) its Affiliates) voluntarily, without any further required action by Executive, as of the end of Executive's employment and/or and Executive, at the Board's request including, but not limited to, complying with NASDAQ independent Board membership thresholds. For so long as Executive remains request, will execute an employee of effective resignation in a form reasonably acceptable to the Company, he will not be additionally compensated for his services as a member of the Board. Company. VELODYNE CONFIDENTIAL INFORMATION (c) Obligations. During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company and will use good faith efforts to discharge his obligations under this Agreement to the best of his ability. Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board; Board. Notwithstanding the foregoing, Executive will be permitted to: (i) continue serving as a trustee to the Foundation for the Preservation of Knowledge and/or its sister organization Tara Prakashana; (ii) engage in religious, charitable or other community activities; or (iii) serve as a trustee to any family trust or managing any of Executive's personal or family investments and affairs; provided, however, that Executive may, (1) without the prior approval of the Board, serve in any capacity with any civic, educational, or charitable organization and Executive may not serve on more than two boards of directors of (whether the board(s) service is on behalf of non-profit or for-profit entities) at any time and Executive will be required to resign as a member of the board of directors of any such outside non-profit or for-profit entity at the request of the Board if the Board determines in its discretion that such service is materially interfering with the performance of his duties hereunder, and (2) the services and activities set forth on Schedule A attached hereto, provided such services out in clauses (i), (ii), and (iii) do not and will not materially interfere with the Executive's obligations performance of his duties as provided in this Agreement and such services and activities would not reasonably be expected to materially and adversely affect the business or reputation of the Company. Executive represents further agrees to comply with all Company policies in existence or that he is not subject to any non-competition, confidentiality, trade secrets or other agreement(s) that would preclude, or restrict in any way, Executive from fully performing his services hereunder may be adopted by the Company during his employment with the Company. Employment Term. View More
Duties and Scope of Employment. Executive will continue to serve, at the pleasure of the Board, as Executive Vice President of Finance and Administration and Chief Executive Financial Officer of the Company and shall report to the Company's Chief Executive Officer and Board of Directors (the "Board"). In the capacities of Executive Vice President of Finance and Administration and Chief Executive Financial Officer, Executive will render such business and professional services in the performance of his duties, consistent with Ex...ecutive's position within the Company. Executive will be the highest ranking executive officer of the Company, with have the full powers, responsibilities and authorities customary for the chief executive financial officer of public corporations of the size, type and nature of the Company, together with such other powers, authorities and responsibilities as may reasonably be assigned to him by the Chief Executive Officer and/or the Board. Executive will report solely and directly to the Chief Executive Officer and/or the Board. The period Executive is employed by the Company under this Agreement is referred to herein as the "Employment Term." (b) Board Membership. Executive will continue to serve as a member of the Board until the next Annual Meeting of Stockholders. Thereafter, his service on the Board will be subject to the same scrutiny by the Nominating and Governance Committee (the "Nominating Committee") as all other director nominee candidates. Executive's service as a member of the Board will be further subject to any required stockholder approval. Upon the termination of Executive's employment for any reason, Executive will be deemed to have resigned from the Board (and any boards of subsidiaries) voluntarily, without any further required action by Executive, as of the end of Executive's employment and/or at the Board's request including, but not limited to, complying with NASDAQ independent Board membership thresholds. For so long as Executive remains an employee of the Company, he will not be additionally compensated for his services as a member of the Board. (c) Obligations. During the Employment Term, Executive will devote his full business efforts and time to the Company and will use good faith efforts to discharge his obligations under this Agreement to the best of his ability. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Chief Executive Officer or Board; provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization and serve on the board(s) set forth on Schedule A attached hereto, provided such services do not materially interfere with Executive's obligations to the Company. After the date of this Agreement, Executive shall seek the approval of the Company's Compensation Committee before accepting or seeking any further positions. Executive shall also do the same with any outside paid employment/consulting positions. Executive represents that he is not subject to any non-competition, confidentiality, trade secrets or other agreement(s) that would preclude, or restrict in any way, Executive from fully performing his services hereunder during his employment with the Company. View More
Duties and Scope of Employment. (a) Position, Duties and Term. The term of employment of Executive pursuant to this Agreement (the "Services Term") shall commence effective as of the Effective Date and shall end on the second anniversary of the Effective Date, unless earlier terminated pursuant to Section 2 hereof. During the Services Term, Executive will continue to serve, at the pleasure of the Board, serve as President and Chief Executive Officer and President ("CEO") of the Company and shall report Company, reporting exclu...sively to the Company's Board of Directors (the "Board"). In the capacities of President and Chief Executive Officer, Executive will render such business and professional services in the performance of his duties, duties as are consistent with Executive's position within the Company. As CEO, Executive will be have the status of the highest ranking executive officer of the Company, with the full powers, responsibilities and authorities customary for the chief executive officer of publicly-traded corporations of the size, type and nature of the Company, together with such other powers, authorities and responsibilities as may reasonably be assigned to him by the Board. For the avoidance of doubt, continuation of Executive's employment after the Services Term will be "at-will" (and Executive will report solely or the Company may terminate Executive's employment at any time for any reason or no reason), and directly to the Board. The period Executive is employed failure by the Company under to renew this Agreement is referred following the end of the Services Term or termination of Executive following the end of the Services Term will not constitute a Constructive Termination (as defined below) or otherwise give rise to herein as the "Employment Term." any severance or other entitlements by Executive under Section 6. (b) Board Membership. At each annual meeting of the Company's stockholders during the Services Term, the Company will nominate Executive will continue to serve as a member of the Board until the next Annual Meeting of Stockholders. Thereafter, his service on the Board will be subject to the same scrutiny by the Nominating and Governance Committee (the "Nominating Committee") as all other director nominee candidates. Board. Executive's service as a member of the Board will be further subject to any required stockholder approval. Upon the termination of Executive's employment service as CEO for any reason, unless otherwise determined by the Board, Executive will be deemed to have resigned from the Board (and any boards of subsidiaries) and any other positions held at the Company or any of its subsidiaries or affiliates voluntarily, without any further required action by Executive, as of the end cessation of Executive's employment and/or services, and Executive, at the Board's request including, but not limited to, complying with NASDAQ independent Board membership thresholds. For so long as Executive remains an employee request, will execute any documents deemed in the discretion of the Company, he will not Company to be additionally compensated for reasonably necessary to reflect his services as a member of the Board. resignation(s). (c) Obligations. During the Employment Services Term, Executive will use good faith efforts to discharge Executive's obligations under this Agreement to the best of Executive's ability. As CEO, Executive will devote his full business efforts and time to the Company and will use good faith efforts to discharge his obligations under this Agreement to the best of his ability. Company. For the duration of the Employment Services Term, Executive agrees not to engage actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board; Non-Executive Chairman of the Board (the "Non-Executive Chairman") or, if there should be no Non-Executive Chairman, the Lead Director of the Board (which approval will not be unreasonably withheld, conditioned or delayed); provided, however, that Executive may, without the approval of the Board, such approval, serve in any capacity with any civic, educational, or charitable organization organization, participate in industry affairs and serve on the board(s) set forth on Schedule A attached hereto, manage his and his family's personal passive investments, provided that such services do not materially interfere with Executive's obligations to the Company. Executive may retain any compensation or benefits received as a result of consented to service as a director without any offset in respect of any compensation or benefits to be provided hereunder. Executive represents that he is not subject Executive's employment by the Company and the performance by Executive of his obligations under this Agreement do not, and shall not, breach any agreement with any other party including, without limitation, any agreement that obligates him to keep in confidence any non-competition, confidentiality, trade secrets or confidential or proprietary information of his or of any other agreement(s) that would preclude, party, or restrict in any way, Executive to refrain from fully performing his services hereunder during his employment competing, directly or indirectly, with the Company. business of any other party. View More
Duties and Scope of Employment. (a) Positions and Duties. Executive will serve as President of the Company as of the Effective Date. Executive will render such business and professional services in the performance of his duties, consistent with Executive's position within the Company, as will reasonably be assigned to him by the Company's CEO, to whom he shall report, and the Company's Board of Directors (the "Board"). (b) Employment Term. The term of Executive's employment shall end three (3) years from the Effective Date, un...less the Company terminates Executive for Cause (as defined below) prior to the end of such three-year term. At or about six (6) months before the end of the three-year term, Executive and the Company will negotiate an extension to the term in good faith on mutually agreeable terms. If no agreement to extend the term results from such good-faith negotiations, Executive and the Company will use best efforts to enter into a consulting arrangement for the provision of continuing services to the Company on mutually agreeable terms. The period Executive is employed by the Company under this Agreement is referred to herein as the "Employment Term." (c) Obligations. During the Employment Term, Executive will devote Executive's full business efforts and time to the Company and will use good faith efforts to discharge Executive's obligations under this Agreement to the best of Executive's ability and in accordance with each of the Company's corporate guidance and ethics guidelines, conflict of interest policies and code of conduct as may be in effect from time to time. Notwithstanding the foregoing, nothing in this letter shall preclude Executive from devoting reasonable periods of time to charitable and community activities, managing personal investment assets and, subject to approval of the Board which will not be unreasonably withheld, serving on boards of other companies (public or private) not in competition with the Company, provided that none of these activities interferes with the performance of Executive's duties hereunder or creates a conflict of interest. (d) Work Location. Executive's principal place of employment shall be at the Company's corporate headquarters in Portland, Oregon, subject to business travel as needed to properly fulfill Executive's employment duties and responsibilities. The Company acknowledges and agrees that Executive's principal place of residence may be outside of the State of Oregon.View More
Duties and Scope of Employment. (a) Positions and Duties. Executive will serve as President Chief Executive Officer ("CEO") of the Company as of the Effective Date. Executive will render such business and professional services in the performance of his Executive's duties, consistent with Executive's position within the Company, as will reasonably be assigned to him by the Company's CEO, Board of Directors to whom he shall report, and the Company's Board of Directors (the "Board"). report. (b) Employment Term. The term of Execu...tive's employment shall end three (3) years from This Agreement will commence on the Effective Date, unless the Company terminates Date and remain in effect until Executive for Cause (as defined below) prior to the end of such three-year term. At resigns or about six (6) months before the end of the three-year term, Executive and the Company will negotiate an extension to the term is terminated in good faith on mutually agreeable terms. If no agreement to extend the term results from such good-faith negotiations, Executive and the Company will use best efforts to enter into a consulting arrangement for the provision of continuing services to the Company on mutually agreeable terms. The period Executive is employed by the Company under accordance with this Agreement is referred to herein as the (the "Employment Term." Term"). (c) Obligations. During the Employment Term, Executive will devote Executive's full business efforts and time to the Company and will use good faith efforts to discharge Executive's obligations under this Agreement to the best of Executive's ability and in accordance with each of the Company's corporate guidance and ethics guidelines, conflict of interest policies and code of conduct as may be in effect from time to time. Notwithstanding the foregoing, nothing in this letter shall preclude Executive from devoting reasonable periods of time to charitable and community activities, managing personal investment or business assets and, subject to approval of the Board which will not be unreasonably withheld, and serving on no more than two boards of other companies (public or private) not in competition with the Company, provided that none of these activities interferes with the performance of Executive's duties hereunder or creates a conflict of interest. (d) Work Location. Executive's principal place of employment shall be at the Company's corporate headquarters in Portland, Oregon, subject to business travel as needed to properly fulfill Executive's employment duties and responsibilities. The Company acknowledges and agrees that Executive's principal place of residence may be outside of the State of Oregon. in Connecticut or another remote location. View More
Duties and Scope of Employment. (a) Position and Duties; Term. As of the Effective Date, Executive will serve as the Chairman of the Company's Board of Directors (the "Board") and CEO, reporting to the Board. Executive will be responsible for the overall leadership of the Company, in furtherance of the strategic direction established by the Board. The period of Executive's employment under this Agreement is referred to herein as the "Employment Term." (b) Obligations. During the Employment Term, Executive will perform his duti...es faithfully and to the best of his ability and will devote substantially all of his business efforts and time to the Company. As of the Effective Date, Executive holds the following positions outside of the Company (the "Approved Outside Positions"): (i) Non-employee Director (non-Section 16 position) - Zyla Life Sciences subsidiary of Assertio Therapeutics; and (ii) Non-employee Director and Shareholder - Amplo Biotechnology (private preclinical gene therapy company). For the duration of the Employment Term, Executive agrees not to actively engage in any employment, occupation or consulting activity for any direct or indirect remuneration, other than the Approved Outside Positions, without the prior approval of the Board.View More
Duties and Scope of Employment. (a) Position and Duties; Term. As of the Effective Date, Executive will serve as the Chairman of the Company's Board of Directors (the "Board") and Interim CEO, reporting to the Board. Executive will be responsible for the overall leadership of the Company, in furtherance of the strategic direction established by the Board. Subject to earlier termination in accordance with Section 6 of this Agreement, Executive shall be employed by the Company for a term commencing on the Effective Date and endi...ng on December 31, 2021 (the "Initial Term"), and, upon the expiration of the Initial Term, for successive quarterly periods thereafter (each, a "Renewal Term"), unless (i) written notice of non-renewal is given no less than thirty (30) days prior to the expiration of the applicable term by either party hereto (or such shorter notice period as may be agreed to by the Company and Executive); or (ii) Executive's employment is terminated earlier pursuant to Section 6 of this Agreement. The period of Executive's employment under this Agreement is referred to herein as the "Employment Term." Term" and references to the "Employment Term" shall be deemed to include the Initial Term or any Renewal Term, as applicable. (b) Obligations. During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote substantially all of his business efforts and time to the Company. As of the Effective Date, Executive holds the following positions outside of the Company (the "Approved Outside Positions"): (i) Non-employee Director (non-Section 16 position) - Zyla Life Sciences subsidiary of Assertio Therapeutics; and (ii) Non-employee Director and Shareholder - Amplo Biotechnology (private preclinical gene therapy company). For the duration of the Employment Term, Executive agrees not to actively engage in any employment, occupation or consulting activity for any direct or indirect remuneration, other than the Approved Outside Positions, without the prior approval of the Board. -1- 2. At-Will Employment. The parties agree that Executive's employment with the Company will be "at-will" employment and may be terminated at any time with or without cause or notice except as noted under the terms of this Agreement. Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company. However, as described in this Agreement, Executive may be entitled to severance benefits depending on the circumstances of Executive's termination of employment with the Company. View More
Duties and Scope of Employment. The Company shall employ Executive in the position of Chief Executive Officer and President and Executive accepts such employment, on the terms and conditions set forth in this Agreement. Executive agrees to undertake and perform all duties required as Chief Executive Officer as may from time-to-time reasonably be determined and assigned to him, by the Company's Board of Directors (the "Board"), which includes the general supervision, management, organization, administration and operation of the... Company and its subsidiaries in the ordinary course of business, the development and implementation of the Company's strategic goals, and the specific duties outlined in Schedule A attached hereto. The Board shall have the right to revise such duties and responsibilities from time to time, as they deem necessary or appropriate. Executive shall perform the duties and responsibilities assigned to him faithfully, diligently, professionally, and in the best interests of the Company. Executive shall at all time perform such duties in compliance with any and all laws, rules, regulations, and policies applicable to the Company of which Executive is aware. Executive shall also adhere to and obey all written rules and policies governing the conduct of the Company's employees as may be established and modified from time-to-time. During the term of this Agreement, subject to election by the Company's shareholders, the Executive shall serve as a member of the Board.View More
Duties and Scope of Employment. The Company shall employ Executive in the position of Interim President and Chief Executive Officer and President and Executive accepts such employment, on the terms and conditions set forth in this Agreement. Executive agrees to undertake and perform all duties required as Interim President and Chief Executive Officer as may from time-to-time reasonably be determined and assigned to him, him by the Company's Board of Directors (the "Board"), which includes the general supervision, management, o...rganization, administration and operation of the Company and its subsidiaries in the ordinary course of business, the development and implementation of the Company's strategic goals, and the specific duties outlined in Schedule A attached hereto. The Board shall have the right to revise such duties and responsibilities from time to time, as they deem necessary or appropriate. Executive shall perform the duties and responsibilities assigned to him faithfully, diligently, professionally, and in the best interests of the Company. Executive shall at all time perform such duties in compliance with any and all laws, rules, regulations, and policies applicable to the Company of which Executive is aware. Executive shall also adhere to and obey all written rules and policies governing the conduct of the Company's employees as may be established and modified from time-to-time. During the term of this Agreement, subject to election It is understood by the Company's shareholders, Parties that the Executive shall serve will be serving as a member the Company's President and Chief Executive Officer on an interim basis in order to lead the Company through an evaluation of the Board. strategic options. View More
Duties and Scope of Employment. (a) Positions and Duties. During the Employment Term (as defined below), Executive will serve as Chief Financial Officer of the Company and shall report to the Company's Chief Executive Officer (the "CEO"). Executive's authority, duties, and responsibilities will correspond to Executive's position and will include any particular authority, duties, and responsibilities consistent with Executive's position that the CEO may assign to Executive from time to time. Executive shall initially report to ...the Company's offices located in the Minneapolis Metropolitan area; provided that Executive's duties will include reasonable travel, including but not limited to travel to offices of the Company, its subsidiaries and affiliates, and such other business travel as is reasonably necessary and appropriate to the performance of Executive's duties hereunder. (b) Obligations. During the Employment Term, Executive is required to faithfully and conscientiously perform his assigned duties and to diligently observe all of his obligations to the Company. Executive agrees to devote his full business time and efforts, energy and skill to his employment at the Company, and Executive agrees to apply all his skill and experience to the performance of his duties and advancing the Company's interests. The foregoing shall not preclude Executive from engaging in civic, charitable or religious activities or, with the prior written consent of the Board, from serving on the boards of directors of other companies, as long as the activities do not interfere or conflict with Executive's responsibilities to or his ability to perform his duties hereunder. During the Employment Term, Executive may not perform services as an employee or consultant of any other competitive organization and Executive will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. Executive shall comply with and be bound by Company's operating policies, procedures, and practices from time to time in effect during his employment. By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit him from performing his duties for the Company. (c) Employment Term. The term of this Agreement shall be four (4) years commencing on the Effective Date, unless terminated earlier pursuant to the terms herein (the "Initial Term"). Unless earlier terminated pursuant to the terms herein, the Initial Term shall be automatically extended for additional one-year terms (each, a "Renewal Term") upon the expiration of the Initial Term or any Renewal Term unless the Company or Executive delivers to the other at least 90 days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, a written notice specifying that the term of Executive's employment will not be renewed at the end of the Initial Term or the then-current Renewal Term, as the case may be. Like the Initial Term, the then-current Renewal Term is subject to earlier termination pursuant to the terms herein. The Executive's period of employment hereunder is referred to herein as the "Employment Term." Notice of non-renewal given by the Company shall constitute the termination of Executive's employment by the Company pursuant to Section 7(a) hereof effective as of the last day of the then-current Initial Term or Renewal Term, as the case may be, unless the Company satisfies the requirements of Section 7(b) for a termination for Cause, death or Disability or otherwise enters into an agreement with Executive that supersedes this Agreement.View More
Duties and Scope of Employment. (a) Positions and Duties. During the Employment Term (as defined below), Executive will serve be employed as the Chief Financial Officer of the Company and shall report to the Company's Chief Executive Officer (the "CEO"). Company. Executive's authority, duties, and responsibilities will correspond to Executive's position and will include any particular authority, duties, and responsibilities consistent with the Executive's position that the CEO Company may assign to Executive from time to time....Executive shall initially report to the Company's offices located in the Minneapolis Metropolitan area; provided that Executive's duties will include reasonable travel, including but not limited to travel to offices of the Company, its subsidiaries and affiliates, and such other business travel as is reasonably necessary and appropriate to the performance of Executive's duties hereunder. (b) Obligations. During the Employment Term, Executive is required to faithfully and conscientiously perform his assigned duties and to diligently observe all of his obligations to the Company. Executive agrees to devote his full business time and efforts, energy and skill to his employment at the Company, and Executive agrees to apply all his skill and experience to the performance of his duties and advancing the Company's interests. The foregoing shall not preclude Executive from (i) engaging in civic, charitable or religious activities (including serving as a director, trustee or officer) or, with the prior written consent of the Board, Company, from serving on the boards of directors of other companies, companies or (ii) engaging in investments, including but not limited to real estate investments and acting as the general partner or manager thereof, as long as the such activities do not interfere or conflict with Executive's responsibilities to or his ability abilities to perform his duties hereunder. During the Employment Term, Executive may not perform services as an employee or consultant of any other competitive organization and Executive will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. Executive shall comply with and be bound by Company's operating policies, procedures, and practices from time to time in effect during his employment. employment that apply to all executive-level employees of the Company. By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit him from performing his duties for the Company. (c) Employment Term. The term of this Agreement shall be four (4) years commencing on the Effective Date, unless terminated earlier pursuant to the terms herein (the "Initial Term"). Unless earlier terminated pursuant to the terms herein, the Initial Term shall be automatically extended renewed for consecutive additional one-year terms (each, a "Renewal Term") upon the expiration of the Initial Term or any Renewal Term unless the Company or Executive delivers to the other at least 90 days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, a written notice specifying that the term of Executive's employment will not be renewed at the end of the Initial Term or the then-current Renewal Term, as the case may be. Like the Initial Term, the then-current Renewal Term is subject to earlier termination pursuant to the terms herein. The Executive's period of employment hereunder is referred to herein as the "Employment Term." Notice Term," whether the Initial Term, the then-current Renewal Term, or the shorter period through the date of an earlier termination thereof as provided elsewhere herein The notice of non-renewal given by the Company shall constitute is referred to herein as the termination "Company's Non-Renewal." The notice of non-renewal given by Executive is referred to herein as the "Executive's Non-Renewal." (d) Place of Performance. Executive will initially primarily report to the Company's principal office, which is currently located in the Phoenix, Arizona area. Executive understands and agrees that his duties will include reasonable travel, including but not limited to travel to offices of the Company, its Affiliates, and such other business travel as is reasonably necessary and appropriate to the performance of Executive's employment by the Company duties hereunder, subject to reimbursement of expenses pursuant to Section 7(a) hereof effective as of the last day of the then-current Initial Term or Renewal Term, as the case may be, unless the Company satisfies the requirements of Section 7(b) for a termination for Cause, death or Disability or otherwise enters into an agreement with Executive that supersedes this Agreement. 6 below. View More
Duties and Scope of Employment. (a) Position. For the term of his employment under this Agreement ("Employment"), the Executive will serve as the Corporate Vice President, Chief Financial Officer ("CVP/ CFO"). The Executive shall report to the Company's Chief Executive Officer (the "CEO"). Executive will render such business and professional services in the performance of his duties, consistent with the Executive's position within the Company, as will reasonably be assigned to him by the CEO. (b) Obligations. The Executive sha...ll have such duties, authority and responsibilities that are commensurate with being an executive officer. During the term of his Employment, the Executive will devote Executive's full business efforts and time to the Company. For the duration of his Employment, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board of Directors (the "Board") (which approval will not be unreasonably withheld); provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Executive's obligations to the Company. Executive shall perform his duties primarily at the Company's corporate facility in Portland, Oregon. (c) Effective Date. The Executive shall commence full-time Employment as CVP/ CFO under this Agreement on the Effective Date.View More
Duties and Scope of Employment. (a) Position. For the term of his her employment under this Agreement ("Employment"), the Executive will serve as the Corporate Vice President, Chief President—Chief Financial Officer ("CVP/ CFO"). ("CFO"). The Executive shall report directly to the Company's Chief Executive Officer (the "CEO"). Executive will render such business and professional services in the performance of his ofher duties, consistent with the Executive's position within the Company, as will reasonably be assigned to him he...r by the CEO. (b) Obligations. The Executive shall have such duties, authority and responsibilities that are commensurate with being an the Company's senior executive officer. officer responsible for the Company's financial affairs, including financial planning, management of financial risks, accounting, record-keeping, and financial reporting. During the term of his her Employment, the Executive will devote Executive's full business efforts and time to the Company. For the duration of his her Employment, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board of Directors (the "Board") (which approval will not be unreasonably withheld); provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Executive's obligations to the Company. Executive shall comply at all times with the Company's Code of Conduct and all other applicable Company policies. Executive shall perform his her duties primarily at the Company's corporate facility in Portland, Oregon. San Jose, California. (c) Effective Date. The Executive shall commence full-time Employment as CVP/ CFO under this Agreement on the Effective Date. View More
