Employment Clause Example with 53 Variations from Business Contracts
This page contains Employment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Employment. (a) General. Effective as of the Effective Date, 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 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 ter...minated 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. 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 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 Chief Executive Officer of the Company with such responsibilities, duties and authority normally associated with such positions and as may from time to time be assigned to Executive by the Board of Directors of the Company or an authorized committee of the Board (in either case, the "Board"). 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 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").View More
Variations of a "Employment" Clause from Business Contracts
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 Compa...ny 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 as of 2.1. Executive's Representations. The Executive represents that: (i) the Effective Date, Executive is entering into this Agreement voluntarily and that the Company shall continue to employ Executive Executive's employment hereunder and Executive shall remain in compliance with 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 he...reof 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 shall remain unchanged during Executive's tenure as an employee or engagement with any other Person. 2.2. Position; Duties and may not be changed, except in an express writing signed by Executive and a duly authorized officer Responsibilities. During the Term of Employment, 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 employed as provided in this Agreement or otherwise agreed to in writing the Company's Chief Operating Officer, with such duties and responsibilities that are consistent with such position as may be assigned by the Company or as provided by applicable law. The term Board (excluding the Executive) from time to time. In addition, during the Term of this Agreement (the "Term") shall commence on Employment, 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 Chief Executive Officer in such other officer and/or director positions with any member of the Company with such responsibilities, duties and authority normally associated with such positions and Group (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time be assigned to time. The Executive by further agrees that, during the Board Term of Directors Employment, he shall not knowingly take any action that is contrary to, or in conflict with, the best interests of the Company or an authorized committee Group. 2.3. Reporting; Outside Activities. During the Term of Employment, the Board (in either case, the "Board"). Executive shall report to the Chief Executive Officer, and the Executive shall diligently and conscientiously devote substantially all the Executive's business time, attention, energy, skill and best efforts as necessary, but in no event less than eighty percent (80%) of Executive's working time and efforts his business time, to the business and affairs of the Company (which shall include service Group. The Executive may also: (i) continue to serve as a member of the board of or as an advisor, consultant or employee to any organization listed in Exhibit A hereto, (ii) serve on other boards or as an advisor as may be approved by the Board (excluding the Executive) in its affiliates, if applicable) and shall not sole discretion, (iii) engage in outside educational, charitable and civic activities and (iv) manage the Executive's personal and business activities (including serving on outside boards investments and affairs, so long as such activities: (A) do not, individually or committees) in the aggregate, interfere with the performance of the Executive's duties under this Agreement and (B) are not contrary to the interests of the Company Group or competitive in any way with the Company Group. Subject to the foregoing, 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, without the prior written consent of the Board, provided that Executive Board (excluding the Executive), which consent shall not 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"). unreasonably withheld. 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 the Company shall continue to employ Executive Executive's employment hereunder and Executive shall remain in compliance with 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 her...eof 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 shall remain unchanged during Executive's tenure as an employee or engagement with any other Person. 2.2. Position; Duties and may not be changed, except in an express writing signed by Executive and a duly authorized officer Responsibilities. During the Term of Employment, 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 employed as provided in this Agreement or otherwise agreed to in writing the Company's General Counsel, with such duties and responsibilities that are consistent with such position as may be assigned by the Company or as provided by applicable law. The term CEO from time to time. In addition, during the Term of this Agreement (the "Term") shall commence on Employment, 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 Chief Executive Officer in such other officer and/or director positions with any member of the Company with such responsibilities, duties and authority normally associated with such positions and Group (for no additional compensation) as may be determined by the Board and/or the CEO from time to time be assigned to time. The Executive by further agrees that, during the Board Term of Directors Employment, he shall not knowingly take any action that is contrary to, or in conflict with, the best interests of the Company or an authorized committee Group. 4 2.3. Reporting; Outside Activities. During the Term of Employment, the Board (in either case, the "Board"). Executive shall report to the CEO, and the Executive shall diligently and conscientiously devote substantially all of the Executive's working time full business time, attention, energy, skill and best efforts to the business and affairs of the Company (which shall include service Group. Notwithstanding the foregoing, the Executive may (i) continue to its affiliates, if applicable) and shall not serve as a member of the board of any organization listed in Exhibit A hereto, (ii) serve on other boards as may be approved by the CEO in their sole discretion, (iii) engage in outside educational, charitable and civic activities and (iv) manage the Executive'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 and (B) are not contrary to the interests of the Company Group or competitive in any way with the Company Group. Subject to the foregoing, 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, 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"). CEO. 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 the Company shall continue to employ Executive Executive's employment hereunder and Executive shall remain in compliance with 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 her...eof 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 shall remain unchanged during Executive's tenure as an employee or engagement with any other Person. 2.2. Position; Duties and may not be changed, except in an express writing signed by Executive and a duly authorized officer Responsibilities. During the Term of Employment, 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 employed as provided in this Agreement or otherwise agreed to in writing the Company's Chief Executive Officer, with such duties and responsibilities that are consistent with such position as may be assigned by the Company or as provided by applicable law. The term Board (excluding the Executive) from time to time. In addition, during the Term of this Agreement (the "Term") shall commence on Employment, 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 Chief Executive Officer in such other officer and/or director positions with any member of the Company with such responsibilities, duties and authority normally associated with such positions and Group (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time be assigned to time. The Executive by further agrees that, during the Board Term of Directors Employment, he shall not knowingly take any action that is contrary to, or in conflict with, the best interests of the Company or an authorized committee Group. 2.3. Reporting; Outside Activities. During the Term of Employment, the Board (in either case, the "Board"). Executive shall report to the Board, and the Executive shall diligently and conscientiously devote substantially all of the Executive's working time full business time, attention, energy, skill and best efforts to the business and affairs of the Company (which shall include service Group. Notwithstanding the foregoing, the Executive may (i) continue to serve as a member of the board of any organization listed in Exhibit A hereto, (ii) serve on other boards as may be approved by the Board (excluding the Executive) in its affiliates, if applicable) and shall not sole discretion, (iii) engage in outside educational, charitable and civic activities and (iv) manage the Executive'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 and (B) are not contrary to the interests of the Company Group or competitive in any way with the Company Group. Subject to the foregoing, 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, 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 Board (excluding 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"). Executive). 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 the Company shall continue to employ Executive Executive's employment hereunder and Executive shall remain in compliance with 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 her...eof 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 shall remain unchanged during Executive's tenure as an employee or engagement with any other Person. 2.2. Position; Duties and may not be changed, except in an express writing signed by Executive and a duly authorized officer Responsibilities. During the Term of Employment, 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 employed as provided in this Agreement or otherwise agreed to in writing the Company's Chief Medical Officer, with such duties and responsibilities that are consistent with such position as may be assigned by the Company or as provided by applicable law. The term CEO from time to time. In addition, during the Term of this Agreement (the "Term") shall commence on Employment, 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 Chief Executive Officer in such other officer and/or director positions with any member of the Company with such responsibilities, duties and authority normally associated with such positions and Group (for no additional compensation) as may be determined by the Board and/or the CEO from time to time be assigned to time. The Executive by further agrees that, during the Board Term of Directors Employment, he shall not knowingly take any action that is contrary to, or in conflict with, the best interests of the Company or an authorized committee Group. 4 2.3. Reporting; Outside Activities. During the Term of Employment, the Board (in either case, the "Board"). Executive shall report to the CEO, and the Executive shall diligently and conscientiously devote substantially all of the Executive's working time full business time, attention, energy, skill and best efforts to the business and affairs of the Company (which shall include service Group. Notwithstanding the foregoing, the Executive may (i) continue to its affiliates, if applicable) and shall not serve as a member of the board of any organization listed in Exhibit A hereto, (ii) serve on other boards as may be approved by the CEO in their sole discretion, (iii) engage in outside educational, charitable and civic activities and (iv) manage the Executive'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 and (B) are not contrary to the interests of the Company Group or competitive in any way with the Company Group. Subject to the foregoing, 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, 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"). CEO. 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 the Company shall continue to employ Executive Executive's employment hereunder and Executive shall remain in compliance with 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 her...eof 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 be employed as the Company's Chief Regulatory Officer, with such duties and responsibilities that are consistent with such position as may be assigned by the CEO from time to time. In addition, during Executive's tenure as an employee and may not be changed, except the Term of Employment, the Executive shall serve in an express writing signed by Executive and a duly authorized such other officer and/or director positions with any member of the Company. If Executive's employment terminates for any reason, Company Group (for no additional compensation) as may be determined by the Board and/or the CEO from time to time. The Executive further agrees that, during the Term of Employment, Executive shall not be entitled to knowingly take any payments, benefits, damages, award action that is contrary to, or compensation other than as provided in this Agreement or otherwise agreed to in writing by conflict with, 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 Chief Executive Officer best interests of the Company with such responsibilities, duties and authority normally associated with such positions and as may from time to time be assigned to Executive by Group. 4 2.3. Reporting; Outside Activities. During the Board Term of Directors of Employment, the Company or an authorized committee of the Board (in either case, the "Board"). Executive shall report to the CEO, and the Executive shall diligently and conscientiously devote substantially all of the Executive's working time full business time, attention, energy, skill and best efforts to the business and affairs of the Company (which shall include service Group. Notwithstanding the foregoing, the Executive may (i) continue to its affiliates, if applicable) and shall not serve as a member of the board of any organization listed in Exhibit A hereto, (ii) serve on other boards as may be approved by the CEO in their sole discretion, (iii) engage in outside educational, charitable and civic activities and (iv) manage the Executive'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 and (B) are not contrary to the interests of the Company Group or competitive in any way with the Company Group. Subject to the foregoing, 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, 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"). CEO. 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 c...ontinuing 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. Effective Term. The Company and the Executive desire to continue their employment relationship pursuant to this Agreement as of the Effective Date, the Company shall continue to employ Executive Date and Executive shall remain continuing in the employ of the Company, for the period and effect until terminated by either party in the positions set forth in accordance with this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. Agreement (...the "Term"). The Company and Executive acknowledge that Executive's employment is and shall will continue to be at-will, as defined under applicable law, and "at will," meaning that the Executive's employment with the Company may be terminated by either Party the Company or the Executive 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. If Executive's employment terminates for any reason, Executive shall not be entitled subject 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 Technical Officer of the Company with such responsibilities, and shall have powers and duties and authority normally associated with such positions and as that may from time to time be assigned to Executive prescribed by the Board of Directors of the Company Company's Chief Executive Officer (the "CEO") or an another authorized committee of the Board (in either case, the "Board"). executive. The Executive shall devote substantially all of Executive's full working time and efforts to the business and affairs of the Company (which shall include service Company. Notwithstanding the foregoing, the Executive may serve on up to its affiliates, if applicable) and shall not two (2) for-profit boards of directors, with the prior written approval of the CEO, or engage in outside business activities (including serving on outside boards not-for-profit, charitable or committees) without other community activities, as long as the consent of foregoing does not, individually or in 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 aggregate, materially interfere with the 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 provided in this Agreement. The Executive reaffirms that Executive has no contractual commitments or other legal obligations that would prohibit Executive's from fully performing Executive's duties for the Company Company. (c) Regular Place of Employment. The Executive's regular place of work will be at Magenta Therapeutics, Inc., which is currently located at 100 Technology Square, Cambridge, MA 02139, provided that the Executive may be required to travel from time to time, consistent with business needs. 1 2. Compensation and Related Matters. (a) Base Salary. The Executive's annual base salary shall be $362,000, which is subject to review and redetermination by the Company's Board or the Compensation Committee thereof. The base salary in each case effect at any given time is referred to herein as amended "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for senior executives. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by and in the sole discretion of the Board or the Compensation Committee from time to time. The Executive's target annual incentive compensation shall be 40% of the Executive's Base Salary, as may be redetermined from time to time (the "Target Incentive Compensation"), with any incentive compensation for the year in which employment commences to be prorated based on the Effective Date. To earn incentive compensation, the Executive 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 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 senior executive officers. (d) Other Benefits. During the Term, the Executive shall be entitled to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, including paid sick time under applicable law, subject to the terms of such plans and to the Company's ability to amend, modify, replace or terminate such plans and programs. (e) Vacations. During the Term, the Executive shall be entitled to take paid vacation in accordance with the Company's vacation policy, as set forth may be in writing, effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executives. (f) Equity Awards. The equity awards held by the Executive shall be governed by the terms and as delivered 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 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. Effective Term. The Company and the Executive desire to continue their employment relationship pursuant to this Agreement as of the Effective Date, the Company shall continue to employ Executive Date and Executive shall remain continuing in the employ of the Company, for the period and effect until terminated by either party in the positions set forth in accordance with this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. Agreement (...the "Term"). The Company and Executive acknowledge that Executive's employment is and shall will continue to be at-will, as defined under applicable law, and "at will," meaning that the Executive's employment with the Company may be terminated by either Party the Company or the Executive 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. If Executive's employment terminates for any reason, Executive shall not be entitled subject 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 Legal Officer of the Company with such responsibilities, and shall have powers and duties and authority normally associated with such positions and as that may from time to time be assigned to Executive prescribed by the Board of Directors of the Company Company's Chief Executive Officer (the "CEO") or an another authorized committee of the Board (in either case, the "Board"). executive. The Executive shall devote substantially all of Executive's full working time and efforts to the business and affairs of the Company (which shall include service Company. Notwithstanding the foregoing, the Executive may serve on up to its affiliates, if applicable) and shall not two (2) for-profit boards of directors, with the prior written approval of the CEO, or engage in outside business activities (including serving on outside boards not-for-profit, charitable or committees) without other community activities, as long as the consent of foregoing does not, individually or in 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 aggregate, materially interfere with the 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 provided in this Agreement. The Executive reaffirms that Executive has no contractual commitments or other legal obligations that would prohibit Executive's from fully performing Executive's duties for the Company Company. (c) Regular Place of Employment. The Executive's regular place of work will be at Magenta Therapeutics, Inc., which is currently located at 100 Technology Square, Cambridge, MA 02139, provided that the Executive may be required to travel from time to time, consistent with business needs. 1 2. Compensation and Related Matters. (a) Base Salary. The Executive's annual base salary shall be $435,000, which is subject to review and redetermination by the Company's Board or the Compensation Committee thereof. The base salary in each case effect at any given time is referred to herein as amended "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for senior executives. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by and in the sole discretion of the Board or the Compensation Committee from time to time. The Executive's target annual incentive compensation shall be 40% of the Executive's Base Salary, as may be redetermined from time to time (the "Target Incentive Compensation"), with any incentive compensation for the year in which employment commences to be prorated based on the Effective Date. To earn incentive compensation, the Executive 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 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 senior executive officers. (d) Other Benefits. During the Term, the Executive shall be entitled to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, including paid sick time under applicable law, subject to the terms of such plans and to the Company's ability to amend, modify, replace or terminate such plans and programs. (e) Vacations. During the Term, the Executive shall be entitled to take paid vacation in accordance with the Company's vacation policy, as set forth may be in writing, effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executives. (f) Equity Awards. The equity awards held by the Executive shall be governed by the terms and as delivered 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 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. Effective Term. The Company and the Executive desire to continue their employment relationship pursuant to this Agreement as of the Effective Date, the Company shall continue to employ Executive Date and Executive shall remain continuing in the employ of the Company, for the period and effect until terminated by either party in the positions set forth in accordance with this Section 1, and subject to the other terms and conditions herein provided. (b) At-Will Employment. Agreement (...the "Term"). The Company and Executive acknowledge that Executive's employment is and shall will continue to be at-will, as defined under applicable law, and "at will," meaning that the Executive's employment with the Company may be terminated by either Party at the Company or the Executive 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. If Executive's employment terminates for any reason, Executive shall not be entitled subject 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 the Chief Financial and Chief Executive Operating Officer of the Company with such responsibilities, and shall have powers and duties and authority normally associated with such positions and as that may from time to time be assigned to Executive prescribed by the Board of Directors of the Company Company's Chief Executive Officer (the "CEO") or an another authorized committee of the Board (in either case, the "Board"). executive. The Executive shall devote substantially all of Executive's full working time and efforts to the business and affairs of the Company (which shall include service Company. Notwithstanding the foregoing, the Executive may serve on up to its affiliates, if applicable) and shall not two (2) for-profit boards of directors, with the prior written approval of the CEO, or engage in outside business activities (including serving on outside boards not-for-profit, charitable or committees) without other community activities, as long as the consent of foregoing does not, individually or in 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 aggregate, materially interfere with the 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 provided in this Agreement. The Executive reaffirms that Executive has no contractual commitments or other legal obligations that would prohibit Executive's from fully performing Executive's duties for the Company Company. (c) Regular Place of Employment. The Executive's regular place of work will be at Magenta Therapeutics, Inc., which is currently located at 100 Technology Square, Cambridge, MA 02139, provided that the Executive may be required to travel from time to time, consistent with business needs. 1 2. Compensation and Related Matters. (a) Base Salary. The Executive's annual base salary shall be $448,000, which is subject to review and redetermination by the Company's Board or the Compensation Committee thereof. The base salary in each case effect at any given time is referred to herein as amended "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for senior executives. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by and in the sole discretion of the Board or the Compensation Committee from time to time. The Executive's target annual incentive compensation shall be 40% of the Executive's Base Salary, as may be redetermined from time to time (the "Target Incentive Compensation"), with any incentive compensation for the year in which employment commences to be prorated based on the Effective Date. To earn incentive compensation, the Executive 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 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 senior executive officers. (d) Other Benefits. During the Term, the Executive shall be entitled to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, including paid sick time under applicable law, subject to the terms of such plans and to the Company's ability to amend, modify, replace or terminate such plans and programs. (e) Vacations. During the Term, the Executive shall be entitled to take paid vacation in accordance with the Company's vacation policy, as set forth may be in writing, effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executives. (f) Equity Awards. The equity awards held by the Executive shall be governed by the terms and as delivered 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 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
