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 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 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 m...ay 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. 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. Employment Term. The term of employment under this Agreement (the "Term") shall commence be for the period beginning on the Effective Date and end ending on the date this Agreement is terminated under third anniversary of the Effective Date, subject to earlier termination as provided in Section 3. The Term shall automatically renew for additional twelve (12) month periods unless, no later than sixty (60) days prior to the end of the applicable Term, either party gives written notice of non-renewal ("Notice of Non-Renewal") to the other, in which case Executive's employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3. For the avoidance of doubt, in the event the Company provides a Notice of Non-Renewal and terminates the Executive's employment upon or following the expiration of the Term, the Executive will not be entitled to receive the payments and benefits set forth in Section 4(b) of this Agreement; however, the provisions of Section 5, 6, 7, 8, 9 and 11 shall survive the expiration or non-renewal of the Term. (c) Positions Position and Duties. During the Term, Executive shall serve as Executive Vice President and Chief Executive Operating 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"). Chief Executive Officer. 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 Cyxtera Technologies, Inc. and its affiliates, if applicable) direct and indirect subsidiaries and controlled affiliates) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Board, board of directors of the Company or its direct or indirect parent company, or an authorized committee thereof (in any case, the "Board"), which consent shall not be unreasonably conditioned, withheld or delayed, 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, and (iv) continue to serve in the Executive's existing role with respect to the management of Medina Capital Advisors, LLC, Medina Capital Fund, L.P. (it being understood that no new investments will be made with respect to this fund), Medina Capital Fund II, LLC, eMerge Americas, LLC, Innovation Center of the Americas, LLC and Habanero Holdings, LLC, 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 Board from time to time, in each case as amended from time to time, as set forth in writing, writing and as delivered or made available to Executive (each, a "Policy"). View More
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 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 m...ay 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. 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. Employment Term. The term of employment under this Agreement (the "Term") shall commence be for the period beginning on the Effective Date and end ending on the date this Agreement is terminated under third anniversary of the Effective Date, subject to earlier termination as provided in Section 3. The Term shall automatically renew for additional twelve (12) month periods unless, no later than sixty (60) days prior to the end of the applicable Term, either party gives written notice of non-renewal ("Notice of Non-Renewal") to the other, in which case Executive's employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3. For the avoidance of doubt, in the event the Company provides a Notice of Non-Renewal and terminates the Executive's employment upon or following the expiration of the Term, the Executive will not be entitled to receive the payments and benefits set forth in Section 4(b) of this Agreement; however, the provisions of Section 5, 6, 7, 8, 9 and 11 shall survive the expiration or non-renewal of the Term. (c) Positions Position and Duties. During the Term, Executive shall serve as Executive Vice President and Chief Executive Product 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"). Chief Executive Officer. 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 Cyxtera Technologies, Inc. and its affiliates, if applicable) controlled affiliates) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Board, board of directors of the Company or its direct or indirect parent company, or an authorized committee thereof (in any case, the "Board"), which consent shall not be unreasonably conditioned, withheld or delayed, 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, and (iv) continue to serve in the Executive's existing role with respect to the management of Medina Capital Advisors, LLC, Medina Capital Fund, L.P. (it being understood that no new investments will be made with respect to this fund), Medina Capital Fund II, LLC, eMerge Americas, LLC and Innovation Center of the Americas, LLC, 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 Board from time to time, in each case as amended from time to time, as set forth in writing, writing and as delivered or made available to Executive (each, a "Policy"). View More
Employment. (a) General. Effective as of the Effective Date, the The Company shall continue to employ Executive and Executive shall remain in the employ of 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 Compa...ny 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. 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 Employment Term. For purposes of this Agreement (the "Term") Agreement, the "Term" shall commence mean the period beginning on the Effective Date through but not including the third anniversary of the Effective Date, and shall automatically renew for successive twelve (12) month periods unless no later than one hundred eighty (180) days prior to the end on of the date this Agreement is terminated under applicable Term either Party gives notice of non-renewal to the other in which case Executive's employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3. (c) Positions Position and Duties. During the Term, Executive shall serve as President and Chief the CEO. Executive Officer of the Company with shall have such powers, responsibilities, duties and authority normally associated with activities as are customary for such positions and at companies engaged in similar businesses 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 (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) "Affiliates" (within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time)) 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, and (iv) subject to approval by the Board, serve on the board of directors or similar board of for-profit 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. hereunder and are not otherwise considered to be inappropriate by the Board. Executive agrees to observe and comply with the rules and policies of the Company and its subsidiaries as adopted by the Company or its Affiliates 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"). (d) Fiduciary Duty. Executive acknowledges and agrees that he will exercise the highest degree of loyalty and care and that he will act at all times in the best interests of the Company and its reputation. In keeping with these duties and without limiting any other provision of this Agreement, Executive agrees that he will make full disclosure to the Board of all business opportunities pertaining to the Company's business and shall not appropriate for his own benefit business opportunities concerning the subject matter of the fiduciary relationship. (e) Service on Board. The Company shall use its reasonable best efforts to cause Executive to be elected as a member of the Board at the 2019 Meeting effective as of the Effective Date and, subject to Section 3, use its reasonable best efforts to cause Executive to be re-elected to the Board during the Term. (f) Principal Place of Employment. Executive's principal office shall be the Company's headquarters in Chicago, Illinois. The Parties understand that given the nature of Executive's duties, Executive will be required to travel and perform services at locations other than his principal office from time to time. View More
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 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 m...ay 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. 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. Employment Term. The term of employment under this Agreement (the "Term") shall commence be for the period beginning on the Effective Date and end ending on the date this Agreement is terminated under third (3rd) anniversary of the Effective Date, subject to earlier termination as provided in Section 3. The Term shall automatically renew for additional 12 (twelve) month periods unless, no later than 60 (sixty) days prior to the end of the applicable Term, either party gives written notice of non-renewal ("Notice of Non-Renewal") to the other, in which case Executive's employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3. For the avoidance of doubt, in the event the Company provides a Notice of Non-Renewal and terminates the Executive's employment without Cause upon or following the expiration of the Term, the Executive will be entitled to receive the payments and benefits set forth in Section 4(b) of this Agreement. The provisions of Section 5, 6, 7, 8, 9 and 11 shall survive any expiration or non-renewal of the Term. (c) Positions Position and Duties. During the Term, Executive shall serve as Executive Vice President and Chief Executive Financial Officer of the Company with such responsibilities, duties and authority normally associated with such positions and other duties consistent with such position as may from time to time be assigned to Executive by the Board of Directors Chief Executive Officer of the Company or an authorized committee of the Board (in either case, the "Board"). Company. 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 Cyxtera Technologies, Inc. and its affiliates, if applicable) direct and indirect subsidiaries and controlled affiliates) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Board, board of directors of the Company, or its direct or indirect parent company (the "Board"), provided that Executive shall be permitted to (i) manage Executive's personal, financial and legal affairs, (ii) participate in trade associations, 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 Board from time to time, in each case as amended from time to time, as set forth in writing, writing and as delivered or made available to Executive (each, a "Policy"). (d) Principal Location of Employment. Executive's employment location will be at the Company's corporate headquarters, currently located at 2333 Ponce De Leon Blvd., Coral Gables, Florida 33134, or at such other location where such offices may be relocated from time to time; provided that the Executive may be required to travel on Company business during the Term. The Parties acknowledge and agree that (i) Executive will be relocating to Miami, Florida, with such relocation to be completed on a mutually agreed timeline, and (ii) prior to the completion of such relocation, Executive may work remotely so long as (A) such arrangement does not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder and (B) prior to such relocation, Executive will travel to and work from the Company's headquarters from time to time as reasonably required by the Chief Executive Officer. Executive's reasonable time for such travel shall be considered time devoted to the business and affairs of the Company under Section 1(c). View More
Employment. (a) General. Effective as of the Effective Date, August 29, 2022 (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 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 Ex...ecutive'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. 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. Employment Term. The term of employment under this Agreement (the "Term") shall commence on the Effective Date and end continue for the period ending on the date this Agreement is terminated under third (3rd) anniversary thereof (the "Initial Term"), and shall automatically renew for additional twelve (12) month periods (such additional twelve (12) month periods, collectively with the Initial Term, the "Term") unless no later than sixty (60) days prior to the end of the applicable Term either Party gives written notice of non-renewal to the other, in which case Executive's employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3 below. (c) Positions Position and Duties. During the Term, Executive shall serve as President and the Chief Executive Officer of the Company with Company, and will have such responsibilities, duties and authority normally associated with such positions position and as may from time to time be assigned to Executive by the Company's Board of Directors or any authorized committee thereof (in any case, the "Board"). Executive shall report directly to the Board. In addition, during the Term, the Company shall cause Executive to be nominated to stand for election to the Board at any meeting of stockholders of the Company or an authorized committee during which any such election is held and the Executive's term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if (i) any of the Board (in either case, events constituting Cause (as defined below) have occurred and not been cured or (ii) Executive has issued a notice of termination of employment to the "Board"). 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) subsidiaries) and shall not engage in outside business activities (including serving on outside boards or committees) without the prior written consent of the Board, provided that Executive shall be permitted to (i) (A) manage Executive's personal, financial and legal affairs, (ii) (B) participate in charitable, religious, civic, community, industry or trade organizations or associations, and (iii) (C) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, and (D) serve in such roles and positions as have previously been disclosed to the Board prior to the Effective Date, provided that the scope of services and time commitment provided by Executive in such roles does not materially exceed the scope of such positions as in effect prior to the Effective Date, 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
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. herein. (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 ma...y 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. 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. Employment Term. The term of employment under this Agreement (the "Term") shall commence on the Effective Date and end on the date this Agreement is terminated under third (3rd) anniversary of the Effective Date, subject to earlier termination as provided in Section 3 below. The Term shall automatically renew for additional twelve (12) month periods unless no later than ninety (90) days prior to the end of the applicable Term either Party gives written notice of non-renewal ("Notice of Non-Renewal") to the other, in which case Executive's employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3 below. (c) Positions and Duties. During the Term, Positions. Executive shall serve as President and the Chief Executive Financial Officer of the Company with such responsibilities, duties and authority normally associated with such positions position and as may from time to time be reasonably assigned to Executive by the Board of Directors of Board, as defined below. Executive shall report directly to the Chief Executive Officer. 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 Chief Financial Officer. In the event that Executive serves in any one or an authorized committee more of the Board (in either case, the "Board"). such additional capacities, Executive's compensation shall not automatically be increased on account of such additional service. (d) Duties. Executive shall devote substantially all of Executive's working time time, attention and efforts to the business and affairs of the Company (which shall include service to its affiliates, if applicable) and affiliates), except during any paid vacation or other excused absence periods. Executive shall not engage in outside business activities (including serving on outside boards or committees) without the prior written consent of the Board, Board (which the Board may grant or withhold in its sole and absolute discretion); 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, or work for, any charitable, non-profit or community organization other than a competitor of not-for-profit the Company 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 where the Board reasonably determines there is an actual conflict of Executive's duties and responsibilities hereunder. interest. Executive agrees to observe and comply with the rules 1 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"). "Policy"), provided that the terms of such Policies do not conflict with the terms of this Agreement, in which case this Agreement shall control. For the avoidance of doubt, the Company acknowledges that Executive currently serves on the board of directors of ICIMS, Inc. and intends to serve as a member of the board of directors of Intrado, Inc., and Executive's service on such boards shall not be considered a breach of this Agreement, provided that such activities do not materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. (e) Location. Executive shall perform her duties hereunder remotely from Executive's home office in Melville, New York and will report to the Company headquarters located in Allentown, Pennsylvania, but from time to time Executive may be reasonably required to travel to other locations in the proper conduct of Executive's responsibilities under this Agreement and may fulfil her duties when traveling for other reasons. View More
Employment. (a) General. Effective as of the Effective Date, the The Company shall continue to employ Executive and Executive shall remain in the employ of 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 Compa...ny 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. 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. Employment Term; Effectiveness. The term of employment under this Agreement (the "Term") ("Term") shall commence be for the period beginning on the Effective Date and end ending on the third anniversary of the Effective Date, subject to earlier termination as provided in Section 3. The "Effective Date" will be a date this Agreement that is terminated under mutually agreed between the Company and the Executive but will not be later than February 15, 2016. The Executive agrees that he will notify his prior employer of his intent to commence employment with the Company at least 20 days before the Effective Date. The Term shall automatically renew for additional twelve (12) month periods unless no later than sixty (60) days prior to the end of the applicable Term either party gives written notice of non-renewal ("Notice of Non-Renewal") to the other, in which case Executive's employment shall terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3. (c) Positions Position 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 positions, and such other duties, consistent with the position of Chief Executive Officer, as may from time to time be assigned to Executive by the Board of Directors of the Company or an authorized committee ("Board"). Executive shall also be appointed to the Board until the first Annual Shareholders Meeting following the Effective Date, and thereafter be subject to the nomination and election process applicable to all members of the Board (in either case, the "Board"). 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) affiliates) 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 the Executive's duties and responsibilities hereunder. Executive agrees to observe and comply in all material respects with the rules and policies of the Company and its affiliates as adopted by the Company or its affiliates from time to time, time and applicable to the Company's executive officers and directors generally, 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"). (d) Indemnification. During and after the term of this Agreement, the Company shall provide Executive with both Side A and Side B directors' and officers' insurance, and shall indemnify Executive and his legal representatives to the fullest extent permitted by the laws of the State of Delaware and the By-Laws of the Company as in effect on the date hereof, against all damages, costs, expenses and other liabilities reasonably incurred or sustained by Executive or his legal representatives in connection with any suit, action or proceeding to which Executive or his legal representatives may be made a party by reason of Executive being or having been a director or officer of the Company or any of its affiliates, or having served in any other capacity or taken any other action purportedly on behalf of or at the request of the Company or any of its affiliates. During and after the term of this Agreement and without the need for further approval by the Board, the Company will promptly advance or pay any and all amounts for costs or expenses (including but not limited to legal fees and expenses reasonably incurred by counsel of Executive's choice retained by Executive) for which Executive may claim the is obligated to indemnify him. Executive undertakes to repay such amounts if it is ultimately determined that he is not entitled to be indemnified by the Company as provided in this Section 1(d). View More
Employment. (a) General. Effective as of the Effective Date, August 29, 2022 (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 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 E...xecutive'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. 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. Employment Term. The term of employment under this Agreement (the "Term") shall commence on the Effective Date and end continue for the period ending on the date this Agreement is terminated under third (3rd) anniversary thereof (the "Initial Term"), and shall automatically renew for additional twelve (12) month periods (such additional twelve (12) month periods, collectively with the Initial Term, the "Term") unless no later than sixty (60) days prior to the end of the applicable Term either Party gives written notice of non-renewal to the other, in which case Executive's employment will terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3 below. (c) Positions Position and Duties. During the Term, Executive shall serve as President the Chief Financial Officer and Chief Executive Operating Officer of the Company with Company, and will have such responsibilities, duties and authority normally associated with such positions position and as may from time to time be assigned to Executive by the Company's Board of Directors or any authorized committee thereof (in any case, the "Board") or the Chief Executive Officer of the Company or an authorized committee Company. Executive shall report directly to the Chief Executive Officer of the Board (in either case, the "Board"). Company. 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) subsidiaries) and shall not engage in outside business activities (including serving on outside boards or committees) 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 charitable, religious, civic, community, industry or trade organizations or associations, and (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, and (iv) serve in such roles and positions as have previously been disclosed to the Board prior to the Effective Date, provided that the scope of services and time commitment provided by Executive in such roles does not materially exceed the scope of such positions as in effect prior to the Effective Date, 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
Employment. (a) General. Effective as of the Effective Date, January 15, 2019 (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. herein. (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 E...xecutive'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. 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. Employment Term. 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 below. (c) Positions and Duties. During the Term, Positions. Executive shall serve as President and the Chief Executive Medical Officer of the Company with such responsibilities, duties and authority normally associated with such positions position and as may from time to time be reasonably assigned to Executive by the Board of Directors of Company. Executive shall report directly to the Company's Chief Executive Officer. 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 Chief Medical Officer. If Executive serves in any one or an authorized committee more of the Board (in either case, the "Board"). such additional capacities, Executive's compensation shall not automatically be increased on account of such additional service. (d) Duties. Executive shall devote substantially all of Executive's working time time, attention and efforts to the business and affairs of the Company (which shall include service to its affiliates, if applicable) and affiliates), except during any paid vacation or other excused absence periods. Executive shall not engage in outside business activities (including serving on outside boards or committees) without the prior written consent of the Board, as defined below (which shall not be unreasonably withheld); provided that Executive shall be permitted to (i) manage Executive's personal, financial and legal affairs, (ii) participate in trade associations, associations and charitable and community affairs, (iii) continue to serve on the board of directors or advisory boards of not-for-profit or tax-exempt charitable organizations, the companies/organizations set forth on Exhibit A attached hereto, if any, and (iv) provide not more than one day per week of clinical ophthamology services in Oregon, 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. hereunder or violate the terms of that certain Confidential Information and Invention Assignment Agreement previously entered into by and between Executive and the Company (the "Confidentiality Agreement"). 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"). (e) Location. The Company acknowledges that Executive resides in Portland, Oregon; however, the parties agree that to the extent feasible, Executive shall perform his/her duties hereunder at the offices of the Company located in Emeryville, California. In addition, the parties agree that from time to time Executive may be required to travel to other locations in the proper conduct of Executive's responsibilities under this Agreement. View More
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 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 m...ay 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. 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. Employment Term. The term of employment under this Agreement (the "Term") shall commence be on the Effective Date an at will basis and end on the date this Agreement is continue until terminated under as provided in Section 3 hereof. (c) Positions Position and Duties. During the Term, Executive shall serve as President and Chief Executive Financial Officer of the Company with such responsibilities, duties and authority normally associated with such positions position(s) and as may from time to time be assigned to Executive by the Board of Directors (as defined below) and/or the Chief Executive Officer of the Company or an authorized committee of Company. Executive shall report directly to the Board (in either case, the "Board"). Chief Executive Officer. 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) direct and indirect subsidiaries) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Board, board of directors of the Company (the "Board"), which consent shall not be unreasonably conditioned, withheld or delayed, 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, and (iv) continue to serve in the Executive's existing role with respect to the management of (a) Medina Capital Advisors, LLC, Medina Capital Fund, L.P., and Medina Capital Fund II, LLC (it being understood that no new investments will be made with respect to any of these entities except for investments in SIS Holdings, LP) and (b) SIS Holdings GP, LLC, in each case, subject to compliance with this Agreement and provided that such activities do not (x) materially interfere with Executive's performance of Executive's duties and responsibilities hereunder. hereunder and/or (y) conflict with the interests of the Company. Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company Board from time to time, in each case as amended from time to time, as set forth in writing, writing and as delivered or made available to Executive (each, a "Policy"). View More
