Duties Contract Clauses (1,898)

Duties. During the term of this Agreement, the Advisor will use its commercially reasonable efforts to provide advice and counsel to the members of the Board as may be reasonably requested from time to time, including by rendering the services described on Schedule 1 (the "Services") to this Agreement. The Advisor will directly advise the Board in the course of performing the Advisor's duties, unless otherwise expressly directed by the Board.

Duties. During the Employment Period, the Employee shall be initially employed by the Corporation as Corporate Controller, and shall perform such duties and services consistent with such position as may reasonably be assigned to the Employee by the officers of the Corporation or their designees.

Duties. During his employment with the Company, the Executive shall have the title of Chief Financial Officer. The Executive shall devote his full business time and effort to the performance of his duties for the Company, which he shall perform faithfully and to the best of his ability. The Executive shall have all of the customary powers and duties associated with his position and shall be subject to the Company's policies, procedures, and approval practices, as generally in effect from time to time fo...r all senior executives of the Company and the direction and oversight of the Board. The Executive will report directly to the President and CEO of the Company. View More

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations, or failure to perform such... duties or obligations, with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters' performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the offering of Shares contemplated by this Agreement. View More

Duties. The Executive shall serve the Employer as its Chief Executive Officer. In such capacity, Executive will report to the Board of Directors of Employer and shall have the customary powers, responsibilities, and authorities of Chief Executive Officers of corporations of the size, type, and nature of the Employer, as it exists from time to time, and as are assigned by the Board.

Duties. (a) Duties for the Company and the Company Group; Definition of Affiliate. During the Term (as defined below), Employee shall have such duties, responsibilities, and authorities as may be lawfully assigned by the CEO in his reasonable discretion, including without limitation duties, responsibilities, and authorities with respect to the Company Group and their Affiliates. For purpose of this Agreement, "Affiliate" means, with respect to the entity or person at issue, any person or entity that dir...ectly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity or person. EMPLOYMENT AGREEMENT PAGE 1 (b) Working Time and Best-Effort Requirements and Permitted Outside Activities. During the Term (as defined below), Employee shall devote his full working time as well as his best efforts, abilities, knowledge, and experience to the Business and affairs of the Company and the Company Group as necessary to faithfully perform his duties, responsibilities, and authorities under this Agreement. As long as such service and investments do not prevent Employee from fulfilling his duties, responsibilities, and authorities under this Agreement or directly or indirectly compete with the Company or the Company Group, in each case as determined by the Company's Board of Directors (the "Board") in its sole discretion, Employee may, without violating this Agreement, (i) serve as an officer or director of any civic or charitable organization, (ii) passively own securities in publicly traded companies if the aggregate amount owned by him and all family members and Affiliates does not exceed 2% of any such company's outstanding securities, and (iii) passively invest his personal assets in such form or manner as will not require any services by Employee in the operation of the entities in which such investments are made. (c) Compliance with Company Policies. During the Term (as defined below), Employee shall comply with all applicable Company rules and policies as a condition of employment. (d) Duty of Loyalty. During the Term (as defined below), Employee shall owe a fiduciary duty of loyalty, fidelity, and allegiance to act in the best interests of the Company and each member of the Company Group, and to not act in a manner that would materially injure their business, interests, or reputations. In keeping with these duties, Employee shall make full disclosure to the Board of all opportunities pertaining to the Business of the Company and the Company Group that come to his attention during the Term and shall not appropriate for his own benefit any such Business opportunities concerning the subject matter of the fiduciary relationship. View More

Duties. (a) Services. During the Employment Term, Executive agrees to continue to serve as CEO of the Company and shall render his duties as CEO in a manner that is consistent with Executive's position within the Company and as assigned by the Board. In addition to his duties as CEO, Executive agrees to serve as an elected/appointed officer of the Company and Executive shall serve in such capacity without additional compensation during the Employment Term. Executive also agrees to serve as any elected/a...ppointed director or officer of any subsidiary of the Company that the Company may, in its sole discretion, deem fit and Executive shall serve in such capacity or capacities without additional compensation during the Employment Term. (b) Certain Obligations. During the Employment Term, Executive (i) shall devote 100% of his business time and attention to achieve, in accordance with the policies and directives of the Board established from time to time in their discretion, the objectives of the Company, (ii) shall be subject to, and comply with, the rules, practices and policies applicable to executive employees, whether reflected in an employee handbook, code of conduct, compliance policy or otherwise, as the same may exist and be amended from time to time, of the Company; and (iii) shall not engage in any business activities other than the performance of his duties under this Agreement. Executive may have investments in other entities and act as a director for the entities and in the capacities set forth on Exhibit A hereto, or as otherwise approved by the Board; provided that such other entities are not competitive with the Company, and provided that so acting shall not interfere with Executive's duties with the Company. (c) Executive shall spend substantially all of his business time and attention at the Company's headquarters in Minnetonka, Minnesota, however his employment under this Agreement may require travel and stay outside Minnetonka, Minnesota and the United States in order to fulfill his duties hereunder. View More

Duties. Sponsor will perform such duties for the Trust as set forth in Article IV of the Trust Agreement in accordance with Sponsor's best judgment and as outlined in the Trust's then-current prospectus included as part of a registration statement filed with the U.S. Securities and Exchange Commission ("SEC").

Duties. During the Employment Period the Executive will serve as the Chief Operating Officer of the Company. The Executive will devote his full business time and attention to the affairs of the Company and his duties as its Chief Operating Officer; provided, however, the Executive is not precluded from serving on the board of directors or managers, or committees thereof, of other entities if so serving as of the Effective Date or if approved by the Nominating and Corporate DMEAST #33586464 v1 Governance... Committee. The Executive will have such duties as are appropriate to his position as determined by the President and Chief Executive Officer of the Company (the "CEO") and shall report to the CEO and serve at the pleasure of the Board of Directors (the "Board"). The Executive will be based at the headquarters of the Company, which is currently located in Morrisville, North Carolina, and his services will be rendered there except insofar as travel may be involved in connection with his regular duties. View More

Duties. (a) As a non-executive director your duties involve commitment of your time to board meetings. We currently have four scheduled meetings per year which is subject to re- examination next year in which the frequency of the meetings may increase, plus additional board meetings, including strategy meetings. Additionally, there are committee meetings to which you may be appointed and we currently have four scheduled meetings per year per committee which is subject to re-examination next year in whic...h the frequency of the meetings may increase. Whilst there is a clear need for in-person meetings, during unforeseen events or additional meetings, your attendance may be requested via teleconferencing. (b) The Company understands and agrees that during your term as a Director you may serve in other capacities for the Company, including as an executive, consultant or advisor, and that you may also serve in like capacities for other companies not affiliated with AVITA Medical that are not Company competitors, subject to your obligations contained in this letter agreement. Any potential new appointments should be discussed with the Board Chair prior to acceptance, to allow consideration of matters including conflict of interest, and the time you can devote to your position as a non-executive director of AVITA Medical. AVITA Medical 28159 Avenue Stanford, Suite 220 Valencia, CA 91355 P +1(661) 367-9170 | f +1 (661) 367-9180 | avitamedical.com 3. Compensation. In consideration for your services to the Company as a non-executive Director, your current base compensation, which is subject to shareholder approval at the annual shareholder meeting, is US $70,000 annually with additional paid membership of one or more committees that will be discussed with you in due course. Cash remuneration for board directors is reviewed periodically by an outside consulting firm with reference to peer company compensation, and is subject to shareholder approval. You will receive an initial grant component of your compensation equal in value to $210,000 with 30% granted as options and 70% granted as restricted stock units along with an annual equity component of your compensation equal in value to $105,000 with 30% granted as options and 70% granted as restricted stock units. View More