Employment and Duties Contract Clauses (639)

Employment and Duties. (a)General. The Executive's employment under this Agreement shall commence on the Effective Date and continue until the date of the Executive's termination of employment. For the avoidance of doubt, the Executive's employment with the Company shall at all times be on an at-will basis and nothing in this Agreement shall provide the Executive the right to employment for any specified period. (b)Position and Duties. Subject to the terms and conditions hereof, the Executive shall continue to serve a...s Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the "Board"). The Executive shall have such duties and responsibilities commensurate with those typically provided by a chief executive officer of a company that is required to file reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, as may be assigned to the Executive from time to time by the Board. The Executive's principal place of employment shall be the principal offices of the Company currently located in Palo Alto, California, subject to travel in the performance of the Executive's duties and the business of the Company. (c)Exclusive Services. For so long as the Executive is employed by the Company, the Executive shall devote the Executive's full business working time, attention and efforts to the Executive's duties hereunder, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and good faith directions and instructions given to the Executive by the Board and shall use the Executive's best efforts to promote and serve the interests of the Company. Further, the Executive shall not, directly or indirectly, render services to any other person or organization without the prior written consent of the Company (which shall not be unreasonably withheld) or otherwise engage in activities that would interfere significantly with the faithful performance of the Executive's duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards, provided that the Executive receives the prior written consent of the Board to serve on such boards; (ii) manage personal investments or engage in charitable activities; (iii) make passive investments in venture funds; provided, that, the Executive shall not provide services to, or advise in any capacity, any company in which the investments are made if the company competes with the Company; and (iv) be a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as the Executive has no active participation in the business of such entity; provided that each of the foregoing activities do not contravene the first sentence of this Section 1(c). View More

Employment and Duties. (a) Executive shall be employed as Executive Vice President of Bank (the "Position") on the terms and subject to the conditions of this Agreement. Executive accepts such employment and agrees to perform the duties and responsibilities of the Position, as may be assigned to Executive by the Chief Executive Officer or Board of Directors of Holding Company and Bank. (b) Executive shall devote Executive's best efforts and full time to rendering services on behalf of Employer in furtherance of its be...st interests. Executive shall comply with all policies, standards and regulations of Employer now or hereafter promulgated, and shall perform all duties under this Agreement to the best of Executive's abilities and in accordance with the ethics and standards of conduct applicable to employees in the banking industry. View More

Employment and Duties. 1.1 Employment. Commencing on April 8, 2018 (the "Effective Date"), the Company agrees to employ the Executive and the Executive agrees to be employed by the Company subject to the terms set forth herein.1.2 Duties. As of the Effective Date, the Executive shall serve the Company as its Executive Vice President, Chief Operations Officer, to serve in such capacity or other capacities as designated by the Board of Directors, the Chief Executive Officer ("CEO") or his/her designee from time to time.... During the term of this Agreement, the Executive shall serve the Company faithfully, diligently and to the best of his/her ability and shall devote substantially all of his/her business time, energy and skill to the affairs of the Company as necessary to perform the duties of his/her position, and he/she shall not assume a position in any other business without the express written permission of the CEO; provided that the Executive may upon disclosure to the CEO: (i) serve as a member of not more than one for-profit board of directors so long as the Executive receives prior written permission from the CEO, (ii) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the Executive's duties to the Company and (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive's participation in any of the foregoing endeavors if the CEO believes, in his/her sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive's ability to perform the duties under this Agreement.2. Compensation and Benefits. 2.1 Base Salary. The Executive shall receive a Base Salary at the rate of $415,000 per year. Such Base Salary shall be subject to periodic adjustment from time to time as determined by the Board of Directors in its sole discretion. Base Salary shall be payable in such manner and at such times as the Company shall pay base salary to other similarly situated the executive employees. 2.2 Policies and Fringe Benefits. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. The Executive shall be eligible to participate in all benefit programs that the Company establishes and makes available to all of its executives on such terms as the Board of Directors shall determine, if any, to the extent that the Executive meets the eligibility requirements to participate as set forth in the applicable plan or policy. Nothing herein limits the Company's right to modify, change, limit eligibility, or discontinue any plan or policy at any time, with or without prior notice. 2.3 Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable and appropriate travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his/her responsibilities or services under this Agreement, in accordance with policies and procedures, and subject to limitations, adopted by the Company from time to time. 2.4 Withholding. All salary and other compensation payable to the Executive pursuant to this Agreement shall be subject to applicable taxes and withholdings. View More

Employment and Duties. The Company agrees to continue to employ and the Executive agrees to continue to serve as the Company's Executive Chairman. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Company's Board of Directors ("Board") may from time to time assign to the Executive that are consistent with the duties normally expected of a co-chief executive officer or similar most senior position. The Executive shall devote sufficient portions of his working time and... efforts during the Company's normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. Provided that none of his additional activities materially interferes with the performance of the duties and responsibilities of the Executive or violates the terms of Section 15, nothing in this Section 1 shall prohibit the Executive from: (A) serving as a director or member of a committee of up to two (2) entities that do not, in the good faith determination of the Board, compete or present the appearance of competition with the Company or otherwise create, or could create, in the good faith determination of the Board, a conflict of interest or appearance of a conflict of interest with the business of the Company; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise; (C) serving as a director or trustee of any governmental, charitable or educational organization (D) engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable sports and/or coaching, nutrition or similar organization committees, boards, memberships or similar associations or affiliations or (E) performing coaching or advisory activities. View More

Employment and Duties. Subject to the terms and conditions set forth in this Agreement, the Company shall employ Employee, and Employee hereby accepts employment, as the Chief Financial Officer of the Company, with those duties and responsibilities which are appropriate and customary for a chief financial officer of a company similar to the Company. In such capacity, the Employee shall report to the Company's Chief Executive Officer. During the term of this Agreement, the Employee shall faithfully perform the Employee...'s duties, responsibilities and obligations hereunder. View More

Employment and Duties. During the Employment Period, Executive will serve as the President and Chief Executive Officer of Command Center, Inc. and will report to the Board. Executive will have such duties and responsibilities as are commensurate with such position and such other duties and responsibilities commensurate with such position (including with the Company's subsidiaries) as are from time to time assigned to Executive by the Board (or a committee thereof). During the Employment Period, Executive will devote h...is full business time, energy and skill to the performance of his duties and responsibilities hereunder, provided the foregoing will not prevent Executive from (a) serving as a non-executive director on the board of directors of non-profit organizations and other companies, (b) participating in charitable, civic, educational, professional, community or industry affairs, (c) managing his and his family's personal investments, including in an advisory capacity related to current or potential investments or (d) such other activities approved by the Board from time to time; provided, that such activities individually or in the aggregate do not interfere or conflict with Executive's duties and responsibilities hereunder, violate applicable law, or create a potential business or fiduciary conflict. View More

Employment and Duties. Job Title and Responsibilities. The Company hereby employs Executive, and Executive hereby agrees to be employed, as Chief Financial Officer (together with such other position or positions consistent with Executive's title as the Company's Chief Executive Officer may specify from time to time), reporting to the Company's Chief Executive Officer and will have such duties and responsibilities commensurate with such title. The Parties understand, acknowledge and agree that Executive may also serve ...in similar positions with the parent company of the Company or any subsidiary. Full-Time Best Efforts. Executive agrees to devote Executive's full professional time and attention to the business of the Company (and its subsidiaries, affiliates, or related entities) and the performance of Executive's obligations under this Agreement, and will at all times faithfully, industriously and to the best of Executive's ability, experience and talent, perform all of Executive's obligations hereunder. Executive shall not, at any time during Executive's employment by the Company, directly or indirectly, act as a partner, officer, director, consultant or Executive, or provide services in any other capacity to any other business enterprise that conflicts with the Company's business or Executive's duty of loyalty to the Company. Executive shall seek the written consent of the Company prior to accepting any outside board positions. Duty of Loyalty. Executive acknowledges that during Executive's employment with the Company, Executive has participated in and will participate in relationships with existing and prospective clients, customers, partners, suppliers, service providers and vendors of the Company that are essential elements of the Company's goodwill. The parties acknowledge that Executive owes the Company a fiduciary duty to conduct all affairs of the Company in accordance with all applicable laws and the highest standards of good faith, trust, confidence and candor, and to endeavor, to the best of Executive's ability, to promote the best interests of the Company. Conflict of Interest. Executive agrees that while employed by the Company, and except with the advance written consent of the Board, Executive will not enter into, on behalf of the Company, or cause the Company or any of its affiliates to enter into, directly or indirectly, any transactions with any business organization in which Executive or any member of Executive's immediate family may be interested as a shareholder, partner, member, trustee, director, officer, employee, consultant, lender or guarantor or otherwise; provided, however, that nothing in this Agreement shall restrict transactions between the Company and any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market and over which Executive does not have the ability to control or significantly influence policy decisions. View More

Employment and Duties. The Company will continue to employ you as Chief Executive Officer, effective as of July 1, 2020. Your position will be full-time, and you will devote your full time and effort to the business and affairs of the Company. You will report directly to Board of Directors. As Chief Executive Officer you will be responsible for leading Biomea Fusion, LLC and making major decisions for the company. Your duties will be to provide strategic, financial, and operational leadership for the company and will ...closely coordinate and work with the Board of Directors and senior leadership team. You will perform the duties in good faith and to the best of your ability and will render all services which may be required of you in such position. Your principal place of employment shall be the Company's principal executive office located in Redwood City, California; provided that, you may be required to travel on Company business during your employment. View More

Employment and Duties. (a) Employment and Term. The Company hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to serve the Company, in accordance with the terms and conditions set forth herein, for a period of two (2) years, commencing as of the Effective Date (such two (2) year period, as it may be extended pursuant to this Section 1(a), the "Term"), unless sooner terminated pursuant to Section 3 hereof. Commencing on the second anniversary of the Effective Date, and each annivers...ary thereafter, the Term shall automatically be extended for one (1) additional year, unless at least ninety (90) days prior to such anniversary, the Company or Executive shall have given notice in accordance with Section 8 that it or Executive does not wish to extend the Term. (b) Duties of Executive. Executive shall serve as the Chief Executive Officer of the Company, shall diligently perform all services as may be reasonably assigned to Executive by the Company's Board of Directors (the "Board"), or the Board's respective designees, and shall exercise such power and authority as may from time to time be delegated to Executive by the Board. During Executive's employment, Executive shall devote Executive's full business time, energy, and ability exclusively to the business and interests of the Company, shall be physically present at the Company's offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, paid time off ("PTO") and on appropriate business travel for the benefit of the Company and shall not, without the Company's prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive's duties and responsibilities hereunder. In Executive's capacity as the Chief Executive Officer of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company. Except as otherwise agreed in writing by the Company, it shall not be a violation of this Agreement for Executive, and Executive shall be permitted, to (i) serve on any civic or charitable boards; (ii) deliver lectures, fulfill speaking engagements, or teach at educational institutions and other institutions; (iii) subject to any applicable Company policies, make personal investments in such form or manner as will neither require Executive's services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive's duties to the Company; and (iv) serve, with the written approval of the Board, as a director of one public or one or more private companies, in each case so long as any such activities do not significantly interfere with the performance of Executive's responsibilities under this Agreement, create a conflict of interest, or create an adverse interest or position detrimental to Company. (c) Policies. Executive shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company as are communicated to Executive by the Company. (d) Place of Performance. In connection with Executive's employment by the Company, Executive shall be based at the Company's principal executive offices in Boca Raton, Florida. View More

Employment and Duties. (a) General. The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of the Company's President, Treasurer and Secretary to serve for the Term (as hereinafter defined) hereof, subject to earlier termination as hereinafter provided. The Executive shall have such duties and responsibilities commensurate with such title and as the Board or the Chief Executive Officer may designate from time to time. The Executive shall report to the Chief Executive Office...r. The Executive shall be based at the Company's corporate headquarters in Cedarhurst, New York, unless and until the corporate headquarters are moved to another location, which will then be the location where the Executive is based. (b) Exclusive Services. The Executive shall devote substantially all of the Executive's business time, attention and effort to the Company's affairs. Notwithstanding the foregoing, the Executive may (i) serve on corporate boards, provided the Executive receives prior permission from the Board; and (ii) serve on corporate, civic and children sports organizations or charitable boards or engage in charitable activities without remuneration therefor, provided that such activity does not contravene the first sentence of this Section. (c) Dodd-Frank, Sarbanes-Oxley and Other Applicable Law Requirements. The Executive agrees (i) to abide by any compensation recovery, recoupment, anti-hedging or other policy applicable to executives of the Company and its affiliates that is hereafter adopted by the Board or a duly authorized committee thereof to comply with applicable law as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), or other applicable law; and (ii) that the terms and conditions of this Agreement shall be deemed automatically and unilaterally amended to the minimum extent necessary to ensure compliance by the Executive and this Agreement with such policies, the Dodd-Frank Act, Sarbanes-Oxley, and any other applicable law. -1- 2. Term. The Initial Term of the Executive's employment hereunder (the "Initial Term") shall be for a period of three (3) years commencing on the closing date of the initial public offering of the Company's Common stock (the "Effective Date"), and continuing until the third anniversary of the Effective Date. The term of this Agreement shall be extended automatically for up to two, successive twelve (12) month periods, beginning on the last day of the Initial Term and each twelve (12) month renewal period thereafter unless the Company or the Executive has provided the other with written notice of an intention to terminate this Agreement at least ninety (90) days before the end of the Initial Term (or any subsequent renewal period). For purposes of this Agreement, the word "Term" means the Initial Term and any renewal period pursuant to the preceding sentence and any extension pursuant to clause (ii) of the following sentence. Notwithstanding the preceding sentences (i) this Agreement may be terminated earlier as provided herein and (ii) if a Change in Control (as defined in the 2019 Equity Incentive Plan) occurs during the Term, then the Term shall not end before the first anniversary of the Control Change Date or the date this Agreement is terminated earlier as provided herein. View More