Employment Contract Clauses (16,464)

Employment. The Company hereby employs Employee, agrees to employ the Executive and Employee the Executive hereby accepts such employment, agrees to be employed by the Company on the terms and conditions of this Agreement. set forth herein.

Employment. The Company hereby employs Employee, Executive and Employee Executive hereby accepts such employment, on employment upon the terms and conditions of this Agreement. hereinafter set forth.

Employment. The Company Employer hereby employs Employee, the Employee and the Employee hereby accepts such employment, on upon the terms and conditions of this Agreement. hereinafter set forth.

Employment. The Company hereby employs Employee, agrees to employ the Executive and Employee the Executive hereby accepts such employment, agrees to be employed by the Company on the terms and conditions of this Agreement. set forth herein.

Employment. The Company hereby employs Employee, Executive and Employee Executive hereby accepts such employment, on employment upon the terms and conditions of this Agreement. hereinafter set forth.

Employment. The Company Employer hereby employs Employee, the Employee and the Employee hereby accepts such employment, on upon the terms and conditions of this Agreement. hereinafter set forth.

Employment. (a) General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date. (b) Position and Duties. Effective on the Effective Date, Executive: (i) shall continue to serve as the Company's President and Chief Executive Financial Officer, with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Company's Board Chief Executive Officer of Directors the Company (the "Board"); "CEO"); (ii)... shall continue to report directly to the Board; CEO; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company in connection with the Company's business. As of the Effective Date, Executive shall continue to serve as a member of the Board, and, while Executive is employed hereunder, the Company shall nominate Executive for reelection as a member of the Board at the end of each Board term. At the Company's request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive's position as the Company's President and Chief Executive Financial Officer. In the event that Executive serves in any one or more of such additional capacities, Executive's compensation shall not automatically be increased on account of such additional service. 1 (c) Performance of Executive's Duties. During Executive's employment with the Company, and except for periods of illness, vacation, disability, or reasonable leaves of absence or as discussed in Section 1(e), 1(d) below, Executive shall devote Executive's full time and attention to the business and affairs of the Company pursuant to the general direction of the Board. CEO. The rights of Executive under this Agreement shall not be affected by any change in the title, duties, or capacity of Executive during Executive's employment with the Company. 1 (d) Principal Office. Executive will work principally at the Company's facility located in Emeryville, California. (e) Exclusivity. Except with the prior written approval of the Board CEO (which the Board CEO may grant or withhold in its his or her sole and absolute discretion), Executive shall devote substantially all of Executive's working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing in this section prevents Executive from (i) engaging in additional activities in connection with personal investments and community affairs. Executive may also serve affairs including service on non-profit boards of directors, (ii) serving as a member of the board of directors or board of advisors of another organization provided (i) such organization is up to two (2) for-profit organizations that are not a competitor competitors of the Company; (ii) Executive receives prior written approval from Company (or such greater number as approved by the Board; CEO), and (iii) serving as an advisor, or as a member of an advisory board, to up to two (2) organizations that are not competitors of the Company (or such greater number as approved by the CEO); provided such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement, violate the Company's standards of conduct then in effect, or raise a conflict under the Company's conflict of interest policies. View More

Employment. (a) General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date. (b) Position and Duties. Effective on as of the Effective Date, Executive: (i) shall continue to serve as the Company's President Senior Vice President, Head of Biology and Chief Executive Officer, Translational Sciences, with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Company's Board Chief Executive... Officer of Directors the Company (the "Board"); "CEO"); (ii) shall continue to report directly to the Board; CEO or the CEO's designee; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company in connection with the Company's business. As of the Effective Date, Executive shall continue to serve as a member of the Board, and, while Executive is employed hereunder, the Company shall nominate Executive for reelection as a member of the Board at the end of each Board term. At the Company's request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive's position as the Company's President Senior Vice President, Head of Biology and Chief Executive Officer. Translational Sciences. In the event that Executive serves in any one or more of such additional capacities, Executive's compensation shall not automatically be increased on account of such additional service. 1 (c) Performance of Executive's Duties. During Executive's employment with the Company, and except for periods of illness, vacation, disability, or reasonable leaves of absence or as discussed in Section 1(e), Executive shall devote Executive's full time and attention to the business and affairs of the Company pursuant to the general direction of the Board. The rights of Executive under this Agreement shall not be affected by any change in the title, duties, or capacity of Executive during Executive's employment with the Company. (d) Principal Office. Executive will work principally shall continue to perform services for the Company at the Company's facility offices located in Emeryville, California. (e) South San Francisco, California, or, with the Company's consent, at any other place in connection with the fulfillment of Executive's role with the Company; provided, however, that the Company may from time to time require Executive to travel temporarily to other locations in connection with the Company's business. (d) Exclusivity. Except with the prior written approval of the Board CEO (which the Board CEO may grant or withhold in its his or her sole and absolute discretion), Executive shall devote substantially all of Executive's best efforts and full working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing Notwithstanding the foregoing, Executive may, without violating this Section 1(d), (i) as a passive investment, own publicly traded securities in this section prevents such form or manner as will not require any services by Executive from engaging in additional the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) engage in other personal passive investment activities, in each case, so long as such interests or activities do not materially interfere to the extent such activities do not, individually or in connection the aggregate, interfere with personal investments or otherwise prevent the performance of Executive's duties and community affairs. responsibilities hereunder. Executive may also serve as a member of the board of directors or board of advisors of another organization provided (i) such organization is not a competitor of the Company; (ii) Executive receives prior written approval from the Board; Company's CEO; and (iii) such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement, violate the Company's standards of conduct then in effect, or raise a conflict under the Company's conflict of interest policies. For the avoidance of doubt, the CEO has approved Executive's continued service with those organizations set forth on Exhibit A, such approval to continue until the earlier to occur of (a) the CEO's revocation of such approval in his or her sole and absolute discretion, or (b) such time as such service interferes with the performance of Executive's duties under this Agreement, violates the Company's standards of conflict or raises a conflict under the Company's conflict of interest policies. View More

Employment. (a) General. (a)General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date. (b) Position (b)Position and Duties. Effective on the Effective Date, Executive: (i) shall continue to serve as the Company's President Executive Vice President, Manufacturing and Chief Executive Officer, Technical Operations, with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Company's Board Chief Executive Officer of Directors the Company (the "Board"); "CEO"); (ii) shall continue to report directly to the Board; CEO; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company in connection with the Company's business. As of the Effective Date, Executive shall continue to serve as a member of the Board, and, while Executive is employed hereunder, the Company shall nominate Executive for reelection as a member of the Board at the end of each Board term. At the Company's request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive's position as the Company's President Executive Vice President, Manufacturing and Chief Executive Officer. Technical Operations. In the event that Executive serves in any one or more of such additional capacities, Executive's compensation shall not automatically be increased on account of such additional service. 1 (c) Performance (c)Performance of Executive's Duties. During Executive's employment with the Company, and except for periods of illness, vacation, disability, or reasonable leaves of absence or as discussed in Section 1(e), Executive shall devote Executive's full time and attention to the business and affairs of the Company pursuant to the general direction of the Board. CEO. The rights of Executive under this Agreement shall not be affected by any change in the title, duties, or capacity of Executive during Executive's employment with the Company. (d) Principal (d)Principal Office. Executive will work principally at the Company's facility located in Emeryville, Pleasanton, California. (e) Exclusivity. (e)Exclusivity. Except with the prior written approval of the Board CEO (which the Board CEO may grant or withhold in its his or her sole and absolute discretion), Executive shall devote substantially all of Executive's working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing in this section prevents Executive from engaging in additional activities in connection with personal investments and community affairs. Executive may also serve as a member of the board of directors or board of advisors of another organization provided (i) such organization is not a competitor of the Company; (ii) Executive receives prior written approval from the Board; Company's CEO; and (iii) such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement, violate the Company's standards of conduct then in effect, or raise a conflict under the Company's conflict of interest policies. 1 2.Term. The period of Executive's employment under this Agreement shall commence on the Effective Date and shall continue until Executive's employment with the Company is terminated pursuant to Section 5. The phrase "Term" as used in this Agreement shall refer to the entire period of employment of Executive by the Company. View More

Employment. (a) General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date. (b) Position and Duties. Effective on the Effective Date, Executive: (i) shall continue to serve as the Company's President and Chief Executive Financial Officer, with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Company's Board Chief Executive Officer of Directors the Company (the "Board"); "CEO"); (ii)... shall continue to report directly to the Board; CEO; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company in connection with the Company's business. As of the Effective Date, Executive shall continue to serve as a member of the Board, and, while Executive is employed hereunder, the Company shall nominate Executive for reelection as a member of the Board at the end of each Board term. At the Company's request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive's position as the Company's President and Chief Executive Financial Officer. In the event that Executive serves in any one or more of such additional capacities, Executive's compensation shall not automatically be increased on account of such additional service. 1 (c) Performance of Executive's Duties. During Executive's employment with the Company, and except for periods of illness, vacation, disability, or reasonable leaves of absence or as discussed in Section 1(e), 1(d) below, Executive shall devote Executive's full time and attention to the business and affairs of the Company pursuant to the general direction of the Board. CEO. The rights of Executive under this Agreement shall not be affected by any change in the title, duties, or capacity of Executive during Executive's employment with the Company. 1 (d) Principal Office. Executive will work principally at the Company's facility located in Emeryville, California. (e) Exclusivity. Except with the prior written approval of the Board CEO (which the Board CEO may grant or withhold in its his or her sole and absolute discretion), Executive shall devote substantially all of Executive's working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing in this section prevents Executive from (i) engaging in additional activities in connection with personal investments and community affairs. Executive may also serve affairs including service on non-profit boards of directors, (ii) serving as a member of the board of directors or board of advisors of another organization provided (i) such organization is up to two (2) for-profit organizations that are not a competitor competitors of the Company; (ii) Executive receives prior written approval from Company (or such greater number as approved by the Board; CEO), and (iii) serving as an advisor, or as a member of an advisory board, to up to two (2) organizations that are not competitors of the Company (or such greater number as approved by the CEO); provided such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement, violate the Company's standards of conduct then in effect, or raise a conflict under the Company's conflict of interest policies. View More

Employment. (a) General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date. (b) Position and Duties. Effective on as of the Effective Date, Executive: (i) shall continue to serve as the Company's President Senior Vice President, Head of Biology and Chief Executive Officer, Translational Sciences, with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Company's Board Chief Executive... Officer of Directors the Company (the "Board"); "CEO"); (ii) shall continue to report directly to the Board; CEO or the CEO's designee; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company in connection with the Company's business. As of the Effective Date, Executive shall continue to serve as a member of the Board, and, while Executive is employed hereunder, the Company shall nominate Executive for reelection as a member of the Board at the end of each Board term. At the Company's request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive's position as the Company's President Senior Vice President, Head of Biology and Chief Executive Officer. Translational Sciences. In the event that Executive serves in any one or more of such additional capacities, Executive's compensation shall not automatically be increased on account of such additional service. 1 (c) Performance of Executive's Duties. During Executive's employment with the Company, and except for periods of illness, vacation, disability, or reasonable leaves of absence or as discussed in Section 1(e), Executive shall devote Executive's full time and attention to the business and affairs of the Company pursuant to the general direction of the Board. The rights of Executive under this Agreement shall not be affected by any change in the title, duties, or capacity of Executive during Executive's employment with the Company. (d) Principal Office. Executive will work principally shall continue to perform services for the Company at the Company's facility offices located in Emeryville, California. (e) South San Francisco, California, or, with the Company's consent, at any other place in connection with the fulfillment of Executive's role with the Company; provided, however, that the Company may from time to time require Executive to travel temporarily to other locations in connection with the Company's business. (d) Exclusivity. Except with the prior written approval of the Board CEO (which the Board CEO may grant or withhold in its his or her sole and absolute discretion), Executive shall devote substantially all of Executive's best efforts and full working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing Notwithstanding the foregoing, Executive may, without violating this Section 1(d), (i) as a passive investment, own publicly traded securities in this section prevents such form or manner as will not require any services by Executive from engaging in additional the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) engage in other personal passive investment activities, in each case, so long as such interests or activities do not materially interfere to the extent such activities do not, individually or in connection the aggregate, interfere with personal investments or otherwise prevent the performance of Executive's duties and community affairs. responsibilities hereunder. Executive may also serve as a member of the board of directors or board of advisors of another organization provided (i) such organization is not a competitor of the Company; (ii) Executive receives prior written approval from the Board; Company's CEO; and (iii) such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement, violate the Company's standards of conduct then in effect, or raise a conflict under the Company's conflict of interest policies. For the avoidance of doubt, the CEO has approved Executive's continued service with those organizations set forth on Exhibit A, such approval to continue until the earlier to occur of (a) the CEO's revocation of such approval in his or her sole and absolute discretion, or (b) such time as such service interferes with the performance of Executive's duties under this Agreement, violates the Company's standards of conflict or raises a conflict under the Company's conflict of interest policies. View More

Employment. (a) General. (a)General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date. (b) Position (b)Position and Duties. Effective on the Effective Date, Executive: (i) shall continue to serve as the Company's President Executive Vice President, Manufacturing and Chief Executive Officer, Technical Operations, with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Company's Board Chief Executive Officer of Directors the Company (the "Board"); "CEO"); (ii) shall continue to report directly to the Board; CEO; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company in connection with the Company's business. As of the Effective Date, Executive shall continue to serve as a member of the Board, and, while Executive is employed hereunder, the Company shall nominate Executive for reelection as a member of the Board at the end of each Board term. At the Company's request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive's position as the Company's President Executive Vice President, Manufacturing and Chief Executive Officer. Technical Operations. In the event that Executive serves in any one or more of such additional capacities, Executive's compensation shall not automatically be increased on account of such additional service. 1 (c) Performance (c)Performance of Executive's Duties. During Executive's employment with the Company, and except for periods of illness, vacation, disability, or reasonable leaves of absence or as discussed in Section 1(e), Executive shall devote Executive's full time and attention to the business and affairs of the Company pursuant to the general direction of the Board. CEO. The rights of Executive under this Agreement shall not be affected by any change in the title, duties, or capacity of Executive during Executive's employment with the Company. (d) Principal (d)Principal Office. Executive will work principally at the Company's facility located in Emeryville, Pleasanton, California. (e) Exclusivity. (e)Exclusivity. Except with the prior written approval of the Board CEO (which the Board CEO may grant or withhold in its his or her sole and absolute discretion), Executive shall devote substantially all of Executive's working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing in this section prevents Executive from engaging in additional activities in connection with personal investments and community affairs. Executive may also serve as a member of the board of directors or board of advisors of another organization provided (i) such organization is not a competitor of the Company; (ii) Executive receives prior written approval from the Board; Company's CEO; and (iii) such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement, violate the Company's standards of conduct then in effect, or raise a conflict under the Company's conflict of interest policies. 1 2.Term. The period of Executive's employment under this Agreement shall commence on the Effective Date and shall continue until Executive's employment with the Company is terminated pursuant to Section 5. The phrase "Term" as used in this Agreement shall refer to the entire period of employment of Executive by the Company. View More

Employment. (a) General. Effective as of 2.1. Executive's Representations. The Executive represents that (i) the Effective Date, Executive is entering into this Agreement voluntarily and that Executive's employment hereunder and compliance with 2 the Company shall continue to employ Executive and Executive shall remain in the employ of the Company, for the period and in the positions set forth in this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. The... Company hereof will not conflict with or result in the breach by the Executive of any agreement to which the Executive is a party or by which the Executive may be bound and Executive acknowledge that Executive's employment is and shall continue to be at-will, as defined under applicable law, and that (ii) in connection with the Executive's employment with the Company or any other member of the Company Group, the Executive will not (a) violate any non-competition, non-solicitation or other similar covenant or agreement by which the Executive is or may be terminated by either Party at bound or (b) use any time for any confidential or no reason (subject to proprietary information that the notice requirements of Section 3(b)). This "at-will" nature of Executive may have obtained in connection with the Executive's employment or engagement with any other Person. 2.2. Position: Duties and Responsibilities. During the Term of Employment, the Executive shall remain unchanged during Executive's tenure be employed as an employee the Company's Chief Business Officer, and may not be changed, except shall also serve, if at all, in an express writing signed by Executive and a duly authorized other such officer and/or director positions with any member of the Company. If Executive's employment terminates for any reason, Executive shall not Company Group (for no additional compensation) as may be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to in writing determined by the Company or as provided by applicable law. The term of this Agreement (the "Term") shall commence on the Effective Date and end on the date this Agreement is terminated under Section 3. (c) Positions and Duties. During the Term, Executive shall serve as President and Company's Chief Executive Officer of (the "CEO") or the Company with such responsibilities, duties and authority normally associated with such positions and as may Board from time to time time. The Executive shall have such duties and responsibilities as may be assigned to Executive by the Board of Directors of the Company CEO or an authorized committee of his/her designee or the Board (in either case, from time to time. 2.3. Reporting: Outside Activities. During the "Board"). Term of Employment, the Executive shall report to the CEO, and the Executive shall diligently and conscientiously devote substantially all of Executive's working time his full business time, attention, energy, skill and best efforts to the business and affairs of the Company (which shall include service to Group. Notwithstanding the foregoing, the Executive may (i) serve on such boards as may be approved in advance by the Board in its affiliates, if applicable) and shall not sole discretion, (ii) engage in outside educational, charitable and civic activities, and (iii) manage his (and his family's) personal and business investments and affairs so long as such activities (including serving on outside boards (A) do not, individually or committees) in the aggregate, interfere with the performance of the Executive's duties under this Agreement, (B) are not contrary to the interests of the Company Group or competitive in any way with the Company Group or (C) are not in the field of constrained peptide drugs or therapeutics (including, without limitation, any work in the field of lead peptide identification and optimization and pre-clinical development of constrained peptide therapeutics). Except for the circumstances shown in clause 2.3 (i) to (iii), during the Term of Employment, the Executive shall not, directly or indirectly, render any services of a business, commercial, or professional nature to any other Person, whether for compensation or otherwise, directly or indirectly, without the prior written consent of the Board, provided that Executive shall be permitted to (i) manage Executive's personal, financial and legal affairs, (ii) participate in trade associations, and (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive (each, a "Policy"). Board. View More

Employment. (a) General. Effective Term. The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement commencing as of the Effective Date, the Company shall continue to employ Executive Date and Executive shall remain in the employ of the Company, for the period and in the positions set forth in this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. The Company and Executive acknowledge that Executive's continuing until such employment is and shall continue to be at-will, as defined under applicable law, and that terminated in accordance with the provisions hereof (the "Term"). The Executive's employment with the Company will continue to be "at will," meaning that the Executive's employment may be terminated by either Party the Company or the Executive at any time and for any or no reason (subject subject to the notice requirements of Section 3(b)). This "at-will" nature of Executive's employment shall remain unchanged during Executive's tenure as an employee and may not be changed, except in an express writing signed by Executive and a duly authorized officer of the Company. If Executive's employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to in writing by the Company or as provided by applicable law. The term terms of this Agreement (the "Term") shall commence on the Effective Date and end on the date this Agreement is terminated under Section 3. (c) Positions Agreement. (b) Position and Duties. During the Term, The Executive shall serve as President and the Chief Executive Financial Officer of the Company with and shall have such responsibilities, powers and duties and authority normally associated with such positions and as may from time to time be assigned to Executive prescribed by the Board of Directors of the Company Chief Executive Officer (the "CEO") or an other duly authorized committee of the Board (in either case, the "Board"). executive. The Executive shall devote substantially all of the Executive's full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board of Directors of the Company (which shall include service to its affiliates, if applicable) and shall not (the "Board"), or engage in outside business religious, charitable or other community activities (including serving on outside boards or committees) without as long as such services and activities do not interfere with the consent Executive's performance of the Board, provided Executive's duties to the Company 2. Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $400,000 per year. The Executive's base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. The Executive shall be permitted eligible to (i) manage receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's personal, financial and legal affairs, (ii) participate initial target annual incentive compensation shall be 40 percent of the Executive's Base Salary. The target annual incentive compensation in trade associations, and (iii) serve on effect at any given time is referred to herein as "Target Bonus." The actual amount of the board Executive's annual incentive compensation, if any, shall be determined in the sole discretion of directors of not-for-profit the Board or tax-exempt charitable organizations, in each case, the Compensation Committee, subject to compliance with this Agreement and provided the terms of any applicable incentive compensation plan that such activities do not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. may be in effect from time to time. To earn incentive compensation, the Executive agrees to observe and comply with the rules and policies of the Company as adopted must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. The Executive shall be entitled to take paid time off in each case accordance with the Company's applicable paid time off policy for executives, as amended may be in effect from time to time, as set forth time. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in writing, and as delivered the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or made available to by the Executive (each, a "Policy"). for Good Reason in either event within the Change in Control Period (as such terms are defined below). View More

Employment. (a) General. (a)General. Effective as of the Effective Date, the Company shall continue to employ Executive and Executive shall remain in the employ of commence employment with the Company, for the period and in the positions position set forth in this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. The Company and Executive acknowledge that Executive's employment is and shall continue to be at-will, as defined under applicable law, and that... Executive's employment with the Company may be terminated by either Party at any time for any or no reason (subject to the notice requirements of Section 3(b)). This "at-will" nature of Executive's employment shall remain unchanged during Executive's tenure as an employee and may not be changed, except in an express writing signed by Executive and a duly authorized officer of the Company. Company or of Merus N.V., a Dutch public limited liability company ("Parent"), as applicable. If Executive's employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to in writing by a duly authorized officer of the Company Company, a duly authorized officer of Parent or as provided by applicable law. The term period of this Agreement (the "Term") shall commence Executive's employment by the Company beginning on the Effective Date shall be referred to herein as the "Term". (c)Position; Duties and end on the date this Agreement is terminated under Section 3. (c) Positions and Duties. During the Term, Location. Executive shall serve as Senior Vice President of Clinical Development and Chief Executive Officer of the Company Medical Officer, with such responsibilities, duties and authority normally associated with such positions and as may from time to time be assigned to Executive by the Chief Executive Officer of Parent or the Board of Directors of the Company Parent or an authorized US-DOCS ###-###-####.3 committee of the Board thereof (in either case, the "Board"). Executive's normal place of work shall be at the Company's office in the Boston, Massachusetts metropolitan area. Executive shall devote substantially all of Executive's working time and efforts to the business and affairs of the Company (which shall include service to its affiliates, if applicable) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Board, provided that Executive shall be permitted to (i) manage Executive's personal, financial and legal affairs, (ii) participate in trade associations, and (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and policies of the Company and Parent as adopted by the Company or Parent, as applicable, from time to time, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive (each, a "Policy"). View More

Employment. (a) General. Effective as of 2.1. Executive's Representations. The Executive represents that (i) the Effective Date, Executive is entering into this Agreement voluntarily and that Executive's employment hereunder and compliance with 2 the Company shall continue to employ Executive and Executive shall remain in the employ of the Company, for the period and in the positions set forth in this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. The... Company hereof will not conflict with or result in the breach by the Executive of any agreement to which the Executive is a party or by which the Executive may be bound and Executive acknowledge that Executive's employment is and shall continue to be at-will, as defined under applicable law, and that (ii) in connection with the Executive's employment with the Company or any other member of the Company Group, the Executive will not (a) violate any non-competition, non-solicitation or other similar covenant or agreement by which the Executive is or may be terminated by either Party at bound or (b) use any time for any confidential or no reason (subject to proprietary information that the notice requirements of Section 3(b)). This "at-will" nature of Executive may have obtained in connection with the Executive's employment or engagement with any other Person. 2.2. Position: Duties and Responsibilities. During the Term of Employment, the Executive shall remain unchanged during Executive's tenure be employed as an employee the Company's Chief Business Officer, and may not be changed, except shall also serve, if at all, in an express writing signed by Executive and a duly authorized other such officer and/or director positions with any member of the Company. If Executive's employment terminates for any reason, Executive shall not Company Group (for no additional compensation) as may be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to in writing determined by the Company or as provided by applicable law. The term of this Agreement (the "Term") shall commence on the Effective Date and end on the date this Agreement is terminated under Section 3. (c) Positions and Duties. During the Term, Executive shall serve as President and Company's Chief Executive Officer of (the "CEO") or the Company with such responsibilities, duties and authority normally associated with such positions and as may Board from time to time time. The Executive shall have such duties and responsibilities as may be assigned to Executive by the Board of Directors of the Company CEO or an authorized committee of his/her designee or the Board (in either case, from time to time. 2.3. Reporting: Outside Activities. During the "Board"). Term of Employment, the Executive shall report to the CEO, and the Executive shall diligently and conscientiously devote substantially all of Executive's working time his full business time, attention, energy, skill and best efforts to the business and affairs of the Company (which shall include service to Group. Notwithstanding the foregoing, the Executive may (i) serve on such boards as may be approved in advance by the Board in its affiliates, if applicable) and shall not sole discretion, (ii) engage in outside educational, charitable and civic activities, and (iii) manage his (and his family's) personal and business investments and affairs so long as such activities (including serving on outside boards (A) do not, individually or committees) in the aggregate, interfere with the performance of the Executive's duties under this Agreement, (B) are not contrary to the interests of the Company Group or competitive in any way with the Company Group or (C) are not in the field of constrained peptide drugs or therapeutics (including, without limitation, any work in the field of lead peptide identification and optimization and pre-clinical development of constrained peptide therapeutics). Except for the circumstances shown in clause 2.3 (i) to (iii), during the Term of Employment, the Executive shall not, directly or indirectly, render any services of a business, commercial, or professional nature to any other Person, whether for compensation or otherwise, directly or indirectly, without the prior written consent of the Board, provided that Executive shall be permitted to (i) manage Executive's personal, financial and legal affairs, (ii) participate in trade associations, and (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive (each, a "Policy"). Board. View More

Employment. (a) General. Effective Term. The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement commencing as of the Effective Date, the Company shall continue to employ Executive Date and Executive shall remain in the employ of the Company, for the period and in the positions set forth in this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. The Company and Executive acknowledge that Executive's continuing until such employment is and shall continue to be at-will, as defined under applicable law, and that terminated in accordance with the provisions hereof (the "Term"). The Executive's employment with the Company will continue to be "at will," meaning that the Executive's employment may be terminated by either Party the Company or the Executive at any time and for any or no reason (subject subject to the notice requirements of Section 3(b)). This "at-will" nature of Executive's employment shall remain unchanged during Executive's tenure as an employee and may not be changed, except in an express writing signed by Executive and a duly authorized officer of the Company. If Executive's employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to in writing by the Company or as provided by applicable law. The term terms of this Agreement (the "Term") shall commence on the Effective Date and end on the date this Agreement is terminated under Section 3. (c) Positions Agreement. (b) Position and Duties. During the Term, The Executive shall serve as President and the Chief Executive Financial Officer of the Company with and shall have such responsibilities, powers and duties and authority normally associated with such positions and as may from time to time be assigned to Executive prescribed by the Board of Directors of the Company Chief Executive Officer (the "CEO") or an other duly authorized committee of the Board (in either case, the "Board"). executive. The Executive shall devote substantially all of the Executive's full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board of Directors of the Company (which shall include service to its affiliates, if applicable) and shall not (the "Board"), or engage in outside business religious, charitable or other community activities (including serving on outside boards or committees) without as long as such services and activities do not interfere with the consent Executive's performance of the Board, provided Executive's duties to the Company 2. Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $400,000 per year. The Executive's base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. The Executive shall be permitted eligible to (i) manage receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's personal, financial and legal affairs, (ii) participate initial target annual incentive compensation shall be 40 percent of the Executive's Base Salary. The target annual incentive compensation in trade associations, and (iii) serve on effect at any given time is referred to herein as "Target Bonus." The actual amount of the board Executive's annual incentive compensation, if any, shall be determined in the sole discretion of directors of not-for-profit the Board or tax-exempt charitable organizations, in each case, the Compensation Committee, subject to compliance with this Agreement and provided the terms of any applicable incentive compensation plan that such activities do not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. may be in effect from time to time. To earn incentive compensation, the Executive agrees to observe and comply with the rules and policies of the Company as adopted must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. The Executive shall be entitled to take paid time off in each case accordance with the Company's applicable paid time off policy for executives, as amended may be in effect from time to time, as set forth time. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in writing, and as delivered the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or made available to by the Executive (each, a "Policy"). for Good Reason in either event within the Change in Control Period (as such terms are defined below). View More

Employment. (a) General. (a)General. Effective as of the Effective Date, the Company shall continue to employ Executive and Executive shall remain in the employ of commence employment with the Company, for the period and in the positions position set forth in this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. The Company and Executive acknowledge that Executive's employment is and shall continue to be at-will, as defined under applicable law, and that... Executive's employment with the Company may be terminated by either Party at any time for any or no reason (subject to the notice requirements of Section 3(b)). This "at-will" nature of Executive's employment shall remain unchanged during Executive's tenure as an employee and may not be changed, except in an express writing signed by Executive and a duly authorized officer of the Company. Company or of Merus N.V., a Dutch public limited liability company ("Parent"), as applicable. If Executive's employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement or otherwise agreed to in writing by a duly authorized officer of the Company Company, a duly authorized officer of Parent or as provided by applicable law. The term period of this Agreement (the "Term") shall commence Executive's employment by the Company beginning on the Effective Date shall be referred to herein as the "Term". (c)Position; Duties and end on the date this Agreement is terminated under Section 3. (c) Positions and Duties. During the Term, Location. Executive shall serve as Senior Vice President of Clinical Development and Chief Executive Officer of the Company Medical Officer, with such responsibilities, duties and authority normally associated with such positions and as may from time to time be assigned to Executive by the Chief Executive Officer of Parent or the Board of Directors of the Company Parent or an authorized US-DOCS ###-###-####.3 committee of the Board thereof (in either case, the "Board"). Executive's normal place of work shall be at the Company's office in the Boston, Massachusetts metropolitan area. Executive shall devote substantially all of Executive's working time and efforts to the business and affairs of the Company (which shall include service to its affiliates, if applicable) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Board, provided that Executive shall be permitted to (i) manage Executive's personal, financial and legal affairs, (ii) participate in trade associations, and (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and policies of the Company and Parent as adopted by the Company or Parent, as applicable, from time to time, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive (each, a "Policy"). View More

Employment. In General. The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Term of Employment. The initial term of employment under this Agreement (the "Initial Term") shall be for the period beginning on the Effective Date and ending on March 1, 2019, the second (2nd) anniversary of the Effective Date, unless earlier... terminated as provided in Section 4. The Initial Term shall automatically be 5 extended for successive one (1) year periods (each, an "Extension Term" and, collectively with the Initial Term, the "Term"), unless either party hereto gives notice of non-extension to the other no later than thirty (30) days prior to the expiration of the then-applicable Term. (c) Position and Duties. During the Term, the Executive: (i) shall serve as President and Chief Executive Vice President - Chief Financial Officer of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Board; (ii) shall report directly to the Chief Executive Officer of the Company; Board; (iii) shall devote substantially all the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries, provided that the Executive may (1) serve on corporate, civic, charitable, industry or professional association boards or committees, subject to the Board's prior written consent in the case of any such board or committee that relates directly or indirectly to the business of the Company or its subsidiaries (which consent shall not unreasonably be withheld), (2) deliver lectures, fulfill speaking engagements or teach at educational institutions and (3) manage his personal investments, so long as none of such activities meaningfully interferes with the performance of the Executive's duties and responsibilities hereunder, or involves a conflict of interest with the Executive's duties or responsibilities hereunder or a breach of the covenants contained in Section 7; and (iv) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time, which have been made available to the Executive. As of the Effective Date, the Executive shall be appointed or elected to the Board and the Board of Managers of the General Partner, and, to the extent that the Executive's term as a member of the Board or the Board of Managers of the General Partner expires at any time during the Term, the Executive shall be nominated for re-election to each such Board. View More

Employment. The Effective as of the Effective Date, the Company shall employ the Executive under this Agreement and the Executive shall enter remain in the employ of the Company, Company under this Agreement, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Term of Employment. The initial term of employment under this Agreement (the "Initial Term") shall be for the period beginning on the Effective Date and... ending on March 1, 2019, the third anniversary thereof, unless earlier terminated as provided in Section 4. The Initial Term shall automatically be 5 extended for successive one (1) year periods (each, an "Extension Term" and, collectively with the Initial Term, the "Term"), unless either party hereto gives notice of non-extension of the Term to the other no later than thirty (30) ninety (90) days prior to the expiration of the then-applicable Term. For the avoidance of doubt, notice by the Executive of non-extension of the Term, without stated Good Reason and compliance with the notice, cure, and resignation requirements of the definition thereof, shall not constitute a resignation for Good Reason under Section 4(a)(v). For the further avoidance of doubt, notice by the Company of non-extension of the Term, without stated Cause and compliance with the notice and cure requirements of the definition thereof and subject to Section 4(b), shall constitute a termination without Cause under Section 4(a)(iv). (c) Position and Duties. During the Term, the Executive: (i) shall serve as Executive Vice President - Chief Financial Operating Officer of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Board; President of the Company; (ii) shall report directly to the Chief Executive Officer President of the Company; (iii) shall devote substantially all the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries, provided that the Executive may (1) serve on corporate, civic, charitable, industry or professional association boards or committees, subject to the Board's prior written consent in the case of any such board or committee that relates directly or indirectly to the business of the Company or its subsidiaries (which consent shall not unreasonably be withheld), (2) deliver lectures, fulfill speaking engagements or teach at educational institutions and (3) manage his personal investments, so long as none of such activities meaningfully interferes with the performance of the Executive's duties and responsibilities hereunder, or involves a conflict of interest with the Executive's duties or responsibilities hereunder or a breach of the covenants contained in Section 7; and Affiliates; (iv) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time, which have been made available to time. The parties acknowledge and agree that Executive's duties, responsibilities and authority may include services for one or more Affiliates of the Executive. Company. View More

Employment. The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Term of Employment. The initial term of employment under this Agreement (the "Initial Term") shall be for the period beginning on the Effective Date and ending on March August 1, 2019, 2023, unless earlier terminated as provided in Section 4. The Initial... Term shall automatically be 5 extended for successive one (1) year periods (each, an "Extension Term" and, collectively with the Initial Term, the "Term"), unless either party hereto gives notice of non-extension to the other no later than thirty (30) days prior to the expiration of the then-applicable Term. Page 4 (c) Position and Duties. During the Term, the Executive: (i) shall serve as Executive Vice President - Chief Financial Executive Officer of the Company, ("CEO"), with responsibilities, duties and authority customary for such position, subject to direction by including directing research and development of the Board; medical technologies of the Company; (ii) shall report directly to the Chief Executive Officer of the Company; Board; (iii) shall devote substantially all a substantial and primary, but not exclusive (estimated to be 30 hours per week which Executive shall be responsible for reporting to the Board or its designee weekly), portion of the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries, provided that the Executive may (1) serve on corporate, civic, charitable, industry or professional association boards or committees, and engage in other professional business ventures, subject to the Board's prior written consent in the case of any such board or committee that relates directly or indirectly to the business of the Company or its subsidiaries (which consent shall not unreasonably be withheld), (2) deliver lectures, fulfill speaking engagements or teach at educational institutions and (3) manage his personal investments, so long as none of such activities meaningfully interferes with the performance of the Executive's duties and responsibilities hereunder, or involves a conflict of interest with the Executive's duties or responsibilities hereunder or a breach of the covenants contained in Section 7; and (iv) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time, which have been made available to the Executive. Company shall elect Executive to serve on its Board upon the Effective Date of this Agreement and Executive shall so serve in that fiduciary role until the termination of his employment. View More

Employment. In General. The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Term of Employment. The initial term of employment under this Agreement (the "Initial Term") shall be for the period beginning on the Effective Date and ending on March 1, 2019, the second (2nd) anniversary of the Effective Date, unless earlier... terminated as provided in Section 4. The Initial Term shall automatically be 5 extended for successive one (1) year periods (each, an "Extension Term" and, collectively with the Initial Term, the "Term"), unless either party hereto gives notice of non-extension to the other no later than thirty (30) days prior to the expiration of the then-applicable Term. (c) Position and Duties. During the Term, the Executive: (i) shall serve as President and Chief Executive Vice President - Chief Financial Officer of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Board; (ii) shall report directly to the Chief Executive Officer of the Company; Board; (iii) shall devote substantially all the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries, provided that the Executive may (1) serve on corporate, civic, charitable, industry or professional association boards or committees, subject to the Board's prior written consent in the case of any such board or committee that relates directly or indirectly to the business of the Company or its subsidiaries (which consent shall not unreasonably be withheld), (2) deliver lectures, fulfill speaking engagements or teach at educational institutions and (3) manage his personal investments, so long as none of such activities meaningfully interferes with the performance of the Executive's duties and responsibilities hereunder, or involves a conflict of interest with the Executive's duties or responsibilities hereunder or a breach of the covenants contained in Section 7; and (iv) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time, which have been made available to the Executive. As of the Effective Date, the Executive shall be appointed or elected to the Board and the Board of Managers of the General Partner, and, to the extent that the Executive's term as a member of the Board or the Board of Managers of the General Partner expires at any time during the Term, the Executive shall be nominated for re-election to each such Board. View More

Employment. The Effective as of the Effective Date, the Company shall employ the Executive under this Agreement and the Executive shall enter remain in the employ of the Company, Company under this Agreement, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Term of Employment. The initial term of employment under this Agreement (the "Initial Term") shall be for the period beginning on the Effective Date and... ending on March 1, 2019, the third anniversary thereof, unless earlier terminated as provided in Section 4. The Initial Term shall automatically be 5 extended for successive one (1) year periods (each, an "Extension Term" and, collectively with the Initial Term, the "Term"), unless either party hereto gives notice of non-extension of the Term to the other no later than thirty (30) ninety (90) days prior to the expiration of the then-applicable Term. For the avoidance of doubt, notice by the Executive of non-extension of the Term, without stated Good Reason and compliance with the notice, cure, and resignation requirements of the definition thereof, shall not constitute a resignation for Good Reason under Section 4(a)(v). For the further avoidance of doubt, notice by the Company of non-extension of the Term, without stated Cause and compliance with the notice and cure requirements of the definition thereof and subject to Section 4(b), shall constitute a termination without Cause under Section 4(a)(iv). (c) Position and Duties. During the Term, the Executive: (i) shall serve as Executive Vice President - Chief Financial Operating Officer of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Board; President of the Company; (ii) shall report directly to the Chief Executive Officer President of the Company; (iii) shall devote substantially all the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries, provided that the Executive may (1) serve on corporate, civic, charitable, industry or professional association boards or committees, subject to the Board's prior written consent in the case of any such board or committee that relates directly or indirectly to the business of the Company or its subsidiaries (which consent shall not unreasonably be withheld), (2) deliver lectures, fulfill speaking engagements or teach at educational institutions and (3) manage his personal investments, so long as none of such activities meaningfully interferes with the performance of the Executive's duties and responsibilities hereunder, or involves a conflict of interest with the Executive's duties or responsibilities hereunder or a breach of the covenants contained in Section 7; and Affiliates; (iv) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time, which have been made available to time. The parties acknowledge and agree that Executive's duties, responsibilities and authority may include services for one or more Affiliates of the Executive. Company. View More

Employment. The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Term of Employment. The initial term of employment under this Agreement (the "Initial Term") shall be for the period beginning on the Effective Date and ending on March August 1, 2019, 2023, unless earlier terminated as provided in Section 4. The Initial... Term shall automatically be 5 extended for successive one (1) year periods (each, an "Extension Term" and, collectively with the Initial Term, the "Term"), unless either party hereto gives notice of non-extension to the other no later than thirty (30) days prior to the expiration of the then-applicable Term. Page 4 (c) Position and Duties. During the Term, the Executive: (i) shall serve as Executive Vice President - Chief Financial Executive Officer of the Company, ("CEO"), with responsibilities, duties and authority customary for such position, subject to direction by including directing research and development of the Board; medical technologies of the Company; (ii) shall report directly to the Chief Executive Officer of the Company; Board; (iii) shall devote substantially all a substantial and primary, but not exclusive (estimated to be 30 hours per week which Executive shall be responsible for reporting to the Board or its designee weekly), portion of the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries, provided that the Executive may (1) serve on corporate, civic, charitable, industry or professional association boards or committees, and engage in other professional business ventures, subject to the Board's prior written consent in the case of any such board or committee that relates directly or indirectly to the business of the Company or its subsidiaries (which consent shall not unreasonably be withheld), (2) deliver lectures, fulfill speaking engagements or teach at educational institutions and (3) manage his personal investments, so long as none of such activities meaningfully interferes with the performance of the Executive's duties and responsibilities hereunder, or involves a conflict of interest with the Executive's duties or responsibilities hereunder or a breach of the covenants contained in Section 7; and (iv) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time, which have been made available to the Executive. Company shall elect Executive to serve on its Board upon the Effective Date of this Agreement and Executive shall so serve in that fiduciary role until the termination of his employment. View More

Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee shall serve, as President and Chief Executive Officer of the Company and in such other position or positions as may be assigned from time to time time, with Employee's consent, by the board of directors (the "Board") of the Company Rosehill Resources Inc. (the "Board"). "Parent").

Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee shall serve, as President Chief Financial Officer and Chief Executive Officer Treasurer of the Company and the Parent and in such other position or positions as may be assigned from time to time by the board of directors of the Company (the "Board"). Company.

Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee shall serve, as President and Chief Executive Officer of the Company and as a member of the Board of Directors of Roan and in such other position or positions as may be assigned from time to time by the board of directors (the "Board") of the Company (the "Board"). Roan.

Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee shall serve, as President and Chief Executive Officer of the Company and in such other position or positions as may be assigned from time to time time, with Employee's consent, by the board of directors (the "Board") of the Company Rosehill Resources Inc. (the "Board"). "Parent").

Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee shall serve, as President Chief Financial Officer and Chief Executive Officer Treasurer of the Company and the Parent and in such other position or positions as may be assigned from time to time by the board of directors of the Company (the "Board"). Company.

Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee shall serve, as President and Chief Executive Officer of the Company and as a member of the Board of Directors of Roan and in such other position or positions as may be assigned from time to time by the board of directors (the "Board") of the Company (the "Board"). Roan.