Grouped Into 179 Collections of Similar Clauses From Business Contracts
This page contains Positions and Duties clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Financial Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities as are required by the Executive's position, and such other duties, authorities and responsibilities as may reasonably be assigned to the Executive that are not inconsistent with the Executive's position as Chief Financial Officer of the Company. The Executive's principal p...lace of employment with the Company shall be in New York; provided that the Executive may perform the Executive's duties and responsibilities to the Company as required hereunder remotely from the Executive's residence in Massachusetts; provided further that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Chief Executive Officer of the Company. (b) During the Employment Term, the Executive shall devote all of the Executive's business time, energy, business judgment, knowledge and skill and the Executive's best efforts to the performance of the Executive's duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors of the Company (the "Board"), other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs and (iii) managing the Executive's passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Executive's duties hereunder or create a potential business or fiduciary conflict.View More
Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the The Executive shall serve as the Company's Chief Financial Officer Executive Officer, reporting to the Company's Board of the Company. In this capacity, the Directors (the "Board"). The Executive shall have the duties, authorities and responsibilities as are required by the Executive's position, perform those services customary to this office and such other duties, authorities and responsibilities as lawful duties that the Boar...d may reasonably be assigned assign to the Executive that are not inconsistent with the Executive's position as Chief Financial Officer of the Company. her. The Executive's principal place of employment with the Company shall be in New York; provided that the Executive may perform the Executive's duties and responsibilities to the Company as required hereunder remotely from the Executive's residence in Massachusetts; provided further that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Chief Executive Officer of the Company. (b) During the Employment Term, the Executive shall devote all of the Executive's her business time, energy, business judgment, knowledge time and skill and the Executive's best efforts to the performance of her duties under this Agreement and shall be subject to, and shall comply with, the Company's policies, practices and procedures and all codes of ethics or business conduct applicable to her position, as in effect from time to time. Notwithstanding the foregoing, the Executive shall be entitled to (i) serve as a member of the board of directors of a reasonable number of other companies, subject to the advance approval of the Board, which approval shall not be unreasonably withheld, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, subject to the advance approval of the Board, which approval shall not be unreasonably withheld, and (iii) manage the Executive's personal and family investments, in each case, to the extent such activities do not materially interfere, as determined by the Board in good faith, with the performance of the Executive's duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors of the Company (the "Board"), other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs and (iii) managing the Executive's passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Executive's duties hereunder or create a potential business or fiduciary conflict. responsibilities hereunder. View More
Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Financial Executive Officer and President of the Company. Company and Parent. In this capacity, the Executive shall have the duties, authorities and responsibilities as are required by commensurate with the Executive's position, duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may ...reasonably be assigned to the Executive that are not inconsistent with the Executive's position as Chief Financial Executive Officer and President of the Company and Parent. As soon as practical, the Executive shall be nominated to serve as a member of the Board of Managers (or similar governing body) of Parent (the "Board") and of the Board of Directors of the Company. The Executive's principal primary place of employment with the Company shall be in New York; the Philadelphia, Pennsylvania metropolitan area; provided that the Executive may perform the Executive's duties and responsibilities to the Company as required hereunder remotely from the Executive's residence in Massachusetts; provided further that the Executive understands and agrees that the Executive may will be required to travel from time to time frequently for business purposes. The Executive shall report directly to the Chief Executive Officer of the Company. Board. (b) During the Employment Term, the Executive shall devote all of the Executive's business time, energy, business judgment, knowledge and skill and the Executive's reasonable best efforts to the performance of the Executive's duties with the Company, Company and the Parent, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors of the Company (the "Board"), (which approval shall not be 1 unreasonably withheld), other for profit companies, companies; provided that the Executive shall be permitted to serve on the board of directors of OGE Energy Corporation, (ii) participating in charitable, civic, educational, professional, community or industry affairs affairs, and (iii) managing the Executive's passive personal investments so long as such activities in the aggregate do not violate Section 10 hereof, interfere or conflict with the Executive's duties hereunder or create a potential business or fiduciary conflict. View More
Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), Period, the Executive shall serve as the President and Chief Financial Executive Officer of the Company. Company, shall report directly to the Company's Board of Directors (the "Board") and shall serve as a member of the Board. In this capacity, his capacity as President and Chief Executive Officer, the Executive shall have the duties, responsibilities and authorities and responsibilities as are required by the Executive's position..., and such other duties, authorities and responsibilities as may reasonably be assigned to the Executive that are not inconsistent customarily associated with the Executive's position as of President and Chief Financial Executive Officer in a company the size and nature of the Company. The Executive's principal place of employment with the Company shall be in New York; provided that the Executive may perform the Executive's duties and responsibilities to the Company as required hereunder remotely from the Executive's residence in Massachusetts; provided further that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Chief Executive Officer of the Company. (b) During the Employment Term, the Executive shall devote the Executive's reasonable best efforts and substantially all of the Executive's business time, energy, business judgment, knowledge and skill and the Executive's best efforts time to the performance of the Executive's duties with hereunder and the Company, advancement of the business and affairs of the Company and shall be subject to, and shall comply in all material respects with, the policies of the Company applicable to the Executive; provided that the foregoing Executive shall not prevent be entitled (i) to serve as a member of the Executive from (i) serving on the boards board of directors of non-profit organizations and, with a reasonable number of other companies, subject to the prior written advance approval of the Board of Directors of the Company (the "Board"), other for profit companies, Board, which approval shall not be unreasonably withheld, (ii) participating in to serve on civic, charitable, civic, educational, professional, community religious, public interest or industry affairs public service boards, and (iii) managing to manage the Executive's passive personal investments so long as and family investments, in each case, to the extent such activities in the aggregate do not interfere or conflict materially interfere, as determined by the Board in good faith, with the performance of the Executive's duties hereunder or create a potential business or fiduciary conflict. and responsibilities hereunder. View More
Positions and Duties. 2.1 Position. During the Employment Term, the Executive shall serve as the Chairman of the Board, President and Chief Executive Officer of the Company, reporting to the board of directors of the Company (the "Board"). In such position, the Executive shall have such duties, authority, and responsibilities as shall be determined from time to time by the Board, which duties, authority, and responsibilities are consistent with the Executive's position. The Executive shall also serve as a member of t...he Board for no additional compensation. 2.2 Duties. During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance of the Executive's duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board act or serve as a director, trustee, committee member, or principal of any type of business, civic, or 1 charitable organization, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive's duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof.View More
Positions and Duties. 2.1 Position. During the Employment Term, the Executive shall serve as the Chairman of the Board, President and Chief Executive Officer of the Company, reporting to the board of directors Company and of the Company (the "Board"). In such position, Bank. 2.2 Duties. During the Employment Term, Executive shall have such duties, authority, authorities, and responsibilities commensurate with his positions and such other duties and responsibilities consistent with Executive's positions as shall be de...termined from time to time by the Board, which duties, authority, and responsibilities are consistent with Board of Directors of the Executive's position. The Company (the "Board"). Executive shall also serve as a member faithfully perform the duties of the Board for no additional compensation. 2.2 Duties. During the Employment Term, the Executive his employment and shall devote substantially all of his business time and attention to the performance of the Executive's duties hereunder and such duties. Executive will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either services, directly or indirectly indirectly, without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board act or serve as a director, trustee, committee member, or principal of any type of business, civic, or 1 charitable organization, organization in accordance with the Bank's Conflict of Interest Policy, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) above do not interfere with the performance of Executive's duties. Executive shall serve as President and Chief Executive Officer and as a director of each of the Executive's duties and responsibilities Company's subsidiaries which are material to the business of the Company as provided determined by the Board in its sole discretion (collectively, the "Material Subsidiaries"). Executive shall continue to serve as a member of the Board and thereafter during the Employment Term, the Company shall use its reasonable best efforts, and subject to Executive's continuing satisfaction of director qualification standards as reasonably determined by the Nominating and Governance Committee of the Board, to cause Executive to be nominated for re-election to the Board each time Executive's term on the Board would expire. Executive shall receive no additional compensation for his service as a member of the Board (or, if applicable, the Board of Directors of the Bank).2.3 Freedom to Contract. Executive represents and warrants that Executive has the right to enter into this Agreement, that he is eligible to continue employment by the Company and the Bank and that no other written or verbal agreements exist that would be in conflict with or prevent performance of any portion of this Agreement, including restrictive covenants. Executive represents and warrants that he has not made and will not make any contractual or other commitments that do or would conflict with or prevent Executive's performance of his obligations hereunder, including, but including agreements not limited to, the obligations set forth in Section 2 hereof. to compete, agreements not to solicit and/or confidentiality agreements. View More
Positions and Duties. 2.1 (a) Position. During the Employment Term, Executive's employment with the Company, the Executive shall serve as the Chairman of the Board, President and Chief Executive Officer of The Female Health Company Division of the Company, reporting subject to the board of directors Company's Board approval of the Company (the "Board"). new role by resolution or consent. In such position, the Executive shall have such duties, authority, authority and responsibilities responsibility as are customary f...or an executive in Executive's position and such others as shall be determined from time to time by the Board, which duties, authority, Company's Chairman, Chief Executive Officer and responsibilities are consistent with the Executive's position. President ("CEO"). The Executive shall also serve as a member of report directly to the Board for no additional compensation. 2.2 CEO. (b) Duties. During the Employment Term, Executive's employment with the Company pursuant to this Agreement, the Executive shall devote substantially all of his business time and attention to the performance of the Executive's duties hereunder and will not engage in any other business, profession, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. CEO. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board CEO and which consent can be withheld by the CEO in his discretion, act or serve as a director, trustee, committee member, member or principal of any type of business, civic, civic or 1 charitable organization, organization as long as such activities are disclosed in writing to the Company's CEO, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive's duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in this Section 2. hereof.View More
Positions and Duties. 2.1 Position. During the Employment Term, the Executive shall serve as the Chairman of the Board, President and Chief Executive Officer of the Company, reporting to the board Board of directors Directors of the Company (the "Board"). In such position, the Executive shall have such duties, authority, authority and responsibilities responsibility as shall be determined from time to time by the Board, which duties, authority, authority and responsibilities responsibility are consistent with the Exe...cutive's position. The Executive shall also serve as a member of the Board for no additional compensation. 2.2 Duties. During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance of the Executive's his duties hereunder as Chief Executive Officer and will not engage in any other business, profession, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board act or serve as a director, trustee, committee member, or principal of any type of business, civic, or 1 charitable organization, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive's duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof.View More
Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer of the Company and as a member of Board. In this capacity, the Employee shall have the duties, authorities and responsibilities as are commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee by the Board tha...t are not inconsistent with the Employee's position as Chief Executive Officer of the Company. The Employee's principal place of employment with the Company shall be in Austin, Texas, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Company understands that the Employee will reside in Houston, Texas and commute to Austin, Texas as appropriate. The Employee shall report directly to the Board. (b) During the Employment Term, the Employee shall devote substantially all of the Employee's business time, energy, business judgment, knowledge and skill and the Employee's best efforts to the performance of the Employee's duties with the Company, provided that the 1 foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee's passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with the Employee's duties hereunder or create a potential business or fiduciary conflict. (c) During the balance of the Employment Term, the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements.View More
Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer of the Company and as a member of Board. Jones Energy, Inc. (the "Corporation"). In this capacity, the Employee shall have the duties, authorities and responsibilities as are commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be a...ssigned to the Employee by the Board of Directors (the "Board") of the Corporation that are not inconsistent with the Employee's position as Chief Executive Officer of the Company. Company and the Corporation. The Employee's principal place of employment with the Company shall be in Austin, Texas, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Company understands that the Employee will reside in Houston, Texas and commute to Austin, Texas as appropriate. The Employee shall report directly to the Board. (b) During the Employment Term, the Employee shall devote substantially all of the Employee's business time, energy, business judgment, knowledge and skill and the Employee's best efforts to the performance of the Employee's duties with the Company, provided that the 1 foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee's passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with the Employee's duties hereunder or create a potential business or fiduciary conflict. (c) During The Board shall take such action as may be necessary to appoint or elect the balance Employee as a member of the Board as promptly as practicable after the date hereof; provided, that no such appointment or election shall occur if such action could result in the occurrence of a "change of control" as set forth in the Company's documentation regarding the Company's funded debt obligations or other governing agreements. Thereafter, during the Employment Term, Term and subject to such action not resulting in in the occurrence of a "change of control" as set forth in the Company's documentation regarding the Company's funded debt obligations or other governing agreements, the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. View More
Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Executive Chairman of the Board and Chief Executive Officer of the Company and as a member of Board. Company. In this capacity, the Employee shall have the duties, authorities and responsibilities as are required by the Employee's position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities an...d responsibilities as may reasonably be assigned to the Employee by as the Board of Directors of the Company (the "Board") shall designate from time to time that are not inconsistent with the Employee's position with the Company and that are consistent with the bylaws of the Company and the amended and restated agreement of limited partnership of the Operating Partnership as Chief Executive Officer it may be further amended from time to time, including, but not limited to, managing the affairs of the Company. The Employee's principal place of employment Employee will work with the Company's management team on a schedule that allows for adequate time at the Company's headquarters in Denver, Colorado and in Illinois, California, and other states where the Company shall be in Austin, Texas, provided that the owns property. 1 FPI CONFIDENTIAL Employee understands and agrees that the Employee may be required to travel from time to time to other locations for business purposes. The Company understands that the Employee will reside in Houston, Texas and commute to Austin, Texas as appropriate. The Employee shall report directly to the Board. (b) During the Employment Term, the Employee shall devote substantially all of the Employee's business time, energy, business judgment, knowledge and skill and the Employee's best efforts to the performance of the Employee's duties with the Company, provided that the 1 foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee's passive personal investments and/or personal business as necessary, so long as such activities in the aggregate do not materially interfere or conflict with the Employee's duties hereunder or create a potential business or fiduciary conflict. (c) During the balance of the Employment Term, the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required if any of the events constituting Cause (as defined herein) have occurred and have not been cured or to the extent prohibited by legal or regulatory requirements. If the Employee is so nominated and elected to the Board, the Employee hereby agrees to serve as a member of the Board. View More
Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the President and Chief Executive Officer ("CEO") of the Company, and, at the request of the Board of Directors of the Company and (the "Board"), as a member an officer or director of Board. any parent entity of the Company or any subsidiary of the Company or such parent entity, in any case, without additional compensation. In this capacity, the Employee shall have the duties, authorities and responsibil...ities as are commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee by the Board shall designate from time to time that are not inconsistent with the Employee's position as Chief Executive Officer CEO of the Company. The Employee's principal place of employment with the Company shall be in Austin, Texas, provided that the Rolling Meadows, Illinois. Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Company understands that Employee will work in Rolling Meadows, Illinois four days per week during weeks when Employee does not otherwise travel for business purposes. Following eighteen (18) months of employment, the Employee and the Board will reside come to a mutually agreeable resolution as to Employee's principal place of employment; provided that, in Houston, Texas and commute no event will Employee be required to Austin, Texas as appropriate. work in Rolling Meadows, Illinois or any other location more than 50 miles from his home in Saratoga California for more than four days per week. The Employee shall report directly to the Board. (b) (a) During the Employment Term, as defined below, the Employee shall devote substantially all of the Employee's business time, energy, business judgment, knowledge and skill and the Employee's best efforts to the full, loyal and careful performance of the Employee's duties with to the Company, provided that the 1 foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations, organizations and, with the prior written approval of the Board, other for profit companies, (ii) serving on the Board of Directors of Ytrre, Inc., I4VU, Inc., and Zprox, LLC., (iii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee's passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with the Employee's duties hereunder or create a potential business or fiduciary conflict. (c) During A-1 *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. (b) The Board shall take such action as may be necessary to appoint or elect the balance Employee as a member of the Board as of the Effective Date (as defined in Section 2 hereof). Thereafter, during the Employment Term, the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. View More
Positions and Duties. (a) Effective as of the Effective Date, the Executive will be employed by the Company, on a full-time basis, as President and Chief Executive Officer of the Company and Spinal Elements, Inc, and will serve as a member of the Board of Directors (the "Board") of KAMD Holdings, Inc. ("Parent"); provided, however, that if the Executive ceases to be employed as President and Chief Executive Officer, then the Executive will concurrently resign from the Board unless otherwise agreed in writing by the B...oard and the Executive. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of the Company's Affiliates, without further compensation. (b) The Executive agrees to perform the duties of his position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, he will devote his full business time and reasonable best efforts, as well as his business judgment, skill and knowledge, exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them. Notwithstanding the foregoing, the Executive may participate in or support civic, charitable and passive personal investment activities or business activities of immediate family members, provided that such activities do not, individually or in the aggregate, (i) interfere with the performance of the Executive's duties and responsibilities under this Agreement or violate this Agreement or any other agreement by and between the Executive and the Company or any of its Affiliates or (ii) in any way relate to the spinal surgical industry. (c) The Executive agrees that, while employed by the Company, the Executive will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.View More
Positions and Duties. (a) Effective as of the Effective Date, the Executive will continue to be employed by the Company, on a full-time basis, as President and its Chief Executive Officer of the Company and Spinal Elements, Inc, and will serve as a member of the Board of Directors (the "Board") of KAMD Holdings, Inc. ("Parent"); provided, however, that if the Executive ceases to be employed as President and Chief Executive Officer, then the Executive will concurrently resign from the Board unless otherwise agreed in ...writing by the Board and the Executive. Scientific Officer. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of the Company's Affiliates, without further compensation. (b) The Executive agrees to perform the duties of his position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, he will devote his full business time and reasonable his best efforts, as well as his business judgment, skill and knowledge, knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them. Notwithstanding the foregoing, the Executive may participate in or support civic, charitable and passive personal investment activities or business activities of immediate family members, provided that such activities do not, individually or in the aggregate, (i) interfere with the performance of the Executive's duties and responsibilities under this Agreement or violate this Agreement or any other agreement by and between the Executive and the Company or any of its Affiliates or (ii) in any way relate to the spinal surgical industry. (c) The Executive agrees that, while employed by the Company, the Executive he will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time. View More
Positions and Duties. (a) Effective as of the Effective Date, the Executive will be employed by the Company, on a full-time basis, as Executive Vice President and & Chief Executive Commercial Officer of the Company and Spinal Elements, Inc, and will serve as a member of the Board of Directors (the "Board") of KAMD Holdings, Inc. ("Parent"); provided, however, that if the Executive ceases to be employed as President and Chief Executive Officer, then the Executive will concurrently resign from the Board unless otherwis...e agreed in writing by the Board and the Executive. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of the Company's Affiliates, without further compensation. (b) The Executive agrees to perform the duties of his position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, he will devote his full business time and reasonable best efforts, as well as his business judgment, skill and knowledge, exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them. Notwithstanding the foregoing, nothing in this Section 1(b) will restrict the Executive may participate in from performing activities for or support civic, charitable and passive personal investment activities or business activities on behalf of immediate family members, The Graveline Family LLLP, provided that such activities do not, individually or in the aggregate, (i) interfere with the performance of the Executive's duties and responsibilities under this Agreement or (ii) violate this Agreement or any other agreement by and between the Executive and the Company or any of its Affiliates or (ii) in any way relate to the spinal surgical industry. Affiliates. (c) The Executive agrees that, while employed by the Company, the Executive will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time. View More
Positions and Duties. (a) Effective as of the Effective Date, January 14, 2019 (the "Effective Date"), the Executive will be employed by the Company, on a full-time basis, as President its Chief Medical Officer, reporting initially to the Company's Executive Chairman and thereafter to either the Company's Chief Executive Officer or Head of the Company Research and Spinal Elements, Inc, and Development. The Executive will serve as be a member of the Board of Directors (the "Board") of KAMD Holdings, Inc. ("Parent"); p...rovided, however, that if Company's Executive Committee. The Executive shall be based at the Executive ceases to be employed as President and Chief Executive Officer, then Company's offices in the Executive will concurrently resign from the Board unless otherwise agreed in writing by the Board and the Executive. greater Boston area. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of the Company's Affiliates, without further compensation. (b) The Executive agrees to perform the duties of his position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, he will devote his full business time and reasonable his best efforts, as well as his business judgment, skill and knowledge, knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them. Notwithstanding The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during his employment, except as may be expressly approved in advance by the foregoing, Board of Directors of Cerevel Therapeutics, Inc. ("Parent") (or such other board of directors or managers as may be designated as the operative governing entity of the Company, the "Board") in writing; provided, however, that the Executive may participate in or support civic, the activities set forth on Exhibit A hereto and may without advance consent participate in charitable activities and passive engage in personal investment activities or business activities of immediate family members, provided that activities, in each case to the extent such activities do not, activities, individually or in the aggregate, (i) do not materially interfere with the performance of the Executive's duties and responsibilities under this Agreement Agreement, create a conflict of interest or violate any provision of Section 3 of this Agreement or any other agreement by and between the Executive and the Company or any of its Affiliates or (ii) in any way relate to the spinal surgical industry. Agreement. (c) The Executive agrees that, while employed by the Company, the Executive he will comply with all written Company policies, practices and procedures and all written codes of ethics or business conduct applicable to his position, as in effect from time to time. View More
Positions and Duties. The Executive shall serve as the Chief Operating Officer and Chief Financial Officer, of the Company, and shall have such powers and duties as may from time to time be prescribed by the Board of Directors of the Company (the "Board"), the Chief Executive Officer of the Company (the "CEO") or other authorized executive. The Executive shall devote his 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, or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board and do not interfere with the Executive's performance of his duties to the Company as provided in this Agreement.View More
Positions and Duties. The Executive shall serve as the Chief Operating Officer and Executive Vice President, Chief Financial Officer, of the Company, and shall have such powers and duties as may from time to time be prescribed by the Board of Directors of the Company (the "Board"), the Chief Executive Officer of the Company (the "CEO") or other authorized executive. The Executive shall devote his the Executive's full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, t...he Executive may serve on other boards of directors, with the approval of the Board, CEO, or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board and do not create a conflict of interest or otherwise interfere with the Executive's performance of his the Executive's duties to the Company as provided in this Agreement. View More
Positions and Duties. The Executive shall serve as the Chief Operating Officer President and Chief Financial Officer, Executive Officer of the Company, Company and shall have such powers duties and duties responsibilities as may from time to time be prescribed by the Company's Board of Directors (including any committees thereof, the "Board"). In addition, during your employment, you will continue serve as a Director of the Company (the "Board"), the Chief Executive Officer of the Company (the "CEO") or other authori...zed executive. Company. The Executive shall devote his the Executive's full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, Except as set forth on Exhibit A, the Executive may not serve on other boards of directors, with directors or engage in outside business activities without the approval prior written consent of the Board, or but the Executive may engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board in advance and do not interfere with the Executive's performance of his the Executive's duties to the Company as provided in this Agreement. Company. View More
Positions and Duties. The Executive's employment with the Company will commence on the Effective Date. The Executive shall serve as the Chief Operating Officer and Chief Financial Officer, Officer of the Company, Company and shall have such powers and duties as may from time to time be prescribed by the Board of Directors of the Company (the "Board"), the Chief Executive Officer of the Company (the "CEO") or other authorized executive. The Executive shall devote his full working time and efforts to the business and a...ffairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board CEO and do not interfere with the Executive's performance of his duties to the Company as provided in this Agreement. View More
Positions and Duties. (a) Employment with the Company. Executive shall be employed as the Senior Vice President and Chief Operating Officer of the Company, and/or such other titles as the Company reasonably may designate, and shall perform such duties and responsibilities as the Company shall reasonably assign to Executive from time to time, including duties and responsibilities relating to the Company's wholly-owned and partially owned subsidiaries and other affiliates. (b) Performance of Duties and Responsibilities.... Executive shall serve the Company faithfully and to the best of Executive's ability and shall devote full working time, attention and efforts to the business of the Company during Executive's employment with the Company hereunder. While Executive is employed by the Company during the Term, Executive shall report to the Chief Executive Officer of the Company or to such other person as designated by the Chief Executive Officer or the Board of Directors of the Company (the "Board"). Executive hereby represents and confirms that Executive is under no contractual or legal commitments that would prevent Executive from fulfilling Executive's duties and responsibilities as set forth in this Agreement. During Executive's employment with the Company, Executive shall not accept other employment or engage in other material business activity, except as may be approved in writing by the Board. Executive may participate in charitable activities and personal investment activities to a reasonable extent, and Executive may serve as a director of business organizations as approved by the Board, so long as such activities and directorships do not interfere with the performance of Executive's duties and responsibilities hereunder.View More
Positions and Duties. (a) Employment with the Company. While Executive is employed by the Company during the Term, Executive shall be employed as the Senior Vice President and Chairman, Chief Operating Executive Officer of the Company, and/or Texas Roadhouse, Inc., and such other titles as the Company reasonably may designate, and shall perform such duties and responsibilities as the Company shall reasonably assign 9 to Executive him from time to time, including duties and responsibilities relating to the Company's T...exas Roadhouse, Inc.'s wholly-owned and partially owned subsidiaries and other affiliates. (b) Performance of Duties and Responsibilities. Executive shall serve the Company faithfully and to the best of Executive's his ability and shall devote his full working time, attention and efforts to the business of the Company during Executive's his employment with the Company hereunder. While Executive is employed by the Company during the Term, Executive shall report to the Chief Executive Officer of the Company or to such other person as designated by the Chief Executive Officer or the Board of Directors of the Company Texas Roadhouse, Inc. (the "Board"). Executive hereby represents and confirms that Executive he is under no contractual or legal commitments that would prevent Executive him from fulfilling Executive's his duties and responsibilities as set forth in this Agreement. During Executive's his employment with the Company, Executive shall not accept other employment or engage in other material business activity, except as may be approved in writing by the Board. Executive may participate in charitable activities and personal investment activities to a reasonable extent, and Executive he may serve as a director of business organizations as approved by the Board, so long as such activities and directorships do not interfere with the performance of Executive's his duties and responsibilities hereunder. View More
Positions and Duties. (a) Employment with the Company. Executive shall be employed as the Senior Vice President and Chief Operating Executive Officer of the Company, and/or such other titles as the Company reasonably may designate, and shall perform the duties and responsibilities of the Chief Executive Officer position and such other duties and responsibilities as the Board of Directors of the Company (the "Board") shall reasonably assign to Executive from time to time, including duties and responsibilities relating... to the Company's wholly-owned and partially owned subsidiaries and other affiliates. (b) Performance of Duties and Responsibilities. Responsibilities; Location. Executive shall observe and comply with all applicable policies of the Company and directives promulgated from time to time by the Board that are not inconsistent with this Agreement. Executive shall serve the Company faithfully and to the best of Executive's ability and shall devote full working time, attention and efforts to the business of the Company during Executive's employment with the Company hereunder. While Executive is employed by the Company during the Term, Company, Executive shall report to the Chief Executive Officer of the Company or to such other person as designated by the Chief Executive Officer or the Board of Directors of the Company (the "Board"). Board. Executive hereby represents and confirms that Executive is under no contractual or legal commitments that would prevent Executive from fulfilling Executive's duties and responsibilities as set forth in this Agreement. During Executive's employment with the Company, Executive shall not accept other employment or engage in other material business activity, except as may be approved in writing by the Board. Executive may participate in charitable activities and personal investment activities to a reasonable extent, and Executive may serve as a director of business organizations as approved by the Board, so long as such activities and directorships are consistent with the Papa John's International, Inc. Corporate Governance Guidelines, as amended from time to time, and do not interfere with the performance of Executive's duties and responsibilities hereunder. Executive's principal office location shall be the Company's offices located in Louisville, KY or such other location as mutually agreed by the parties. (c) Board. The Board shall appoint Executive to serve as a member of the Board, within 5 days of the Effective Date. Thereafter, during the Term and subject to the annual approval of the Corporate Governance and Nominating Committee of the Board in accordance with its duties and responsibilities, Executive shall be nominated for election to the Board so long as he is then serving as Chief Executive Officer of the Company. Executive's service as a member of the Board will terminate automatically upon the termination of Executive's employment with the Company for any reason. As a condition to Executive's appointment to the Board, Executive has submitted, or shall no later than the date hereof submit, an irrevocable resignation letter pursuant to which Executive shall resign from the Board and all applicable committees thereof (and all applicable subsidiary boards and committees) effective automatically and immediately upon the termination of Executive's employment with the Company for any reason. View More
Positions and Duties. (a) Employment with the Company. Executive Executives shall be employed as the Senior Vice President and Chief Operating Officer of the Company, and/or such other titles as by the Company reasonably may designate, and shall perform the duties and responsibilities of their position and such other duties and responsibilities as the Chief Executive Officer of the Company shall reasonably assign to Executive them from time to time, including duties and responsibilities relating to the Company's whol...ly-owned and partially owned subsidiaries subsidiaries, and other affiliates. affiliates; provided, that such duties and responsibilities of the Chief Executive Officer shall be assigned by the Board of Directors of the Company (the "Board"). (b) Performance of Duties and Responsibilities. Executive Responsibilities; Location. Executives shall observe and comply with all applicable policies of the Company and directives promulgated from time to time by the Board that are not inconsistent with this Policy. Without limiting the foregoing, executives are subject to the Company's stock ownership guidelines as in effect from time to time. Executives shall serve the Company faithfully and to the best of Executive's their ability and shall devote full working time, attention and efforts to the business of the Company during Executive's their employment with the Company hereunder. While Executive is executives are employed by the Company during the Term, Executive Company, they shall report to the Chief Executive Officer, except that the Chief Executive Officer of the Company or shall report to such other person as designated by the Chief Executive Officer or the Board of Directors of the Company (the "Board"). Executive hereby represents and confirms that Executive is Board. No executive shall be under no any contractual or legal commitments that would prevent Executive them from fulfilling Executive's his or her duties and responsibilities as set forth in this Agreement. Policy. During Executive's his or her employment with the Company, Executive no executive shall not accept other employment or engage in other material business activity, except as may be approved in writing by the Board. Executive Executives may participate in charitable activities and personal investment activities to a reasonable extent, and Executive may serve as a director directors of business organizations as approved by the Board, so long as such activities and directorships are consistent with the Company's Corporate Governance Guidelines, as amended from time to time, and do not interfere with the performance of Executive's their duties and responsibilities hereunder. The principal office location of each executive shall be the Company's offices or such other location as specified in the executive's offer letter. (c) Board. The Board may appoint certain executives to serve as members of the Board. Thereafter, during the term of an executive's employment and subject to the annual approval of the Corporate Governance and Nominating Committee of the Board in accordance with its duties and responsibilities, such executives may be nominated for election to the Board, subject to meeting certain conditions as set forth by the Board or the Corporate Governance and Nominating Committee of the Board. An executive's service as a member of the Board shall terminate automatically upon the termination of the executive's employment with the Company for any reason. As a condition to any executive's appointment to the Board, the executive shall submit an irrevocable resignation letter pursuant to which the executive shall agree to resign from the Board and all applicable committees thereof (and all applicable subsidiary boards and committees) effective automatically and immediately upon the termination of his or her employment with the Company for any reason. View More
Positions and Duties. (a) You will continue to be employed by the Company, on a full-time basis, as the Chief Executive Officer of Holdings and of Parent. In addition, you may be asked from time to time to serve as a manager, director or officer of one or more of the Company's Affiliates, without further compensation. (b) You agree to perform the duties of your position and such other duties as may reasonably be assigned to you from time to time. You also agree that, while employed by the Company, you will devote you...r full business time and your best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of your duties and responsibilities for them. (c) You agree to comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to your position, as in effect from time to time.View More
Positions and Duties. (a) You Effective as of September 1, 2020 (the "Start Date"), you will continue to be employed by the Company, on a full-time basis, as its President and Chief Executive Officer and you shall report solely to the Board of Directors of the Company (the "Board"). In addition to serving as the Company's President and Chief Executive Officer, you will be appointed to serve as a member of the Board effective as of the Start Date. Thereafter, for so long as you remain employed by the Company as its Ch...ief Executive Officer, at each annual meeting of the Company's stockholders, the Board or a committee thereof shall nominate you to serve as a member of the Board and you shall so serve if elected or reelected without further compensation, subject to receiving the required approval of the Company's stockholders and compliance with the Company's policies applicable to Board members generally. At the time you cease to be employed as the Chief Executive Officer of Holdings and of Parent. the Company for any reason, you shall resign from the Board effective immediately upon such cessation. In addition, you may be asked from time to time to serve as a manager, director or officer of one or more of the Company's Affiliates, without further compensation. For purposes of this Agreement, "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company. (b) You agree to perform In your capacity as President and Chief Executive Officer of the duties Company, you shall have the duties, responsibilities and authorities that are commensurate with the duties, authorities and responsibilities of your position chief executive officers of similar size and type companies and such other duties duties, responsibilities and authorities as may reasonably be assigned to you by the Board from time to time. time that are not inconsistent with your position. You also agree that, while employed by the Company, you will devote your full business time and your best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of your duties and responsibilities for them. Notwithstanding the foregoing, you shall be permitted to engage in civic, charitable and philanthropic activities, manage your passive personal investments, and with the consent of the Board, to serve on the board of directors of for and not-for-profit companies or organizations, provided that, in the aggregate, such activities do not interfere or conflict with your duties to the Company. All employees of the Company shall report, directly or indirectly, to you or one of your designees. (c) You Further, you agree to that, while employed by the Company, you will comply with all written Company policies, practices and procedures and all codes of ethics or business conduct policies applicable to your position, as in effect from time to time. View More
Positions and Duties. (a) You will continue to be employed by commence employment on May 21, 2018 or such other date as the Company, Company and you may agree, (the "Start Date") on a full-time basis, as Executive Vice President and General Manager, US, reporting to the Chief Executive Officer of Holdings and of Parent. In addition, the Company. This is an exempt position. During your employment, you may be asked from time to time to serve as a manager, director or officer of one or more of the Company's Affiliates,...subsidiaries, in each case, without further compensation. If your employment with the Company terminates for any reason, then concurrently with such termination, you will be deemed to have resigned from any director, officer, trustee, or other positions you may hold with the Company, the Company's subsidiaries, or any of their respective related committees, trusts, or other similar entities, in each case unless otherwise agreed in writing by the Company and you. (b) You agree to perform the duties of your position and such other duties as may reasonably be assigned to you consistent therewith from time to time. You also agree that, while employed by the Company, you will devote your full business time and your best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates subsidiaries and to the discharge of your duties and responsibilities for them. Notwithstanding this provision, you will be permitted to serve on one (1) corporate board of directors, subject to advance written approval of the Company's Chief Executive Officer. (c) You agree to that, while employed by the Company, you will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to your position, as in effect from time to time. View More
Positions and Duties. (a) You Effective as of January 4, 2018 (the "Start Date"), you will continue to be employed by the Company, on a full-time basis, as its Chief Executive Officer, with such duties as are required by that position and as may be assigned to you from time to time by Parent's Board of Directors (the "Board"). In addition to serving as Chief Executive Officer, you will be appointed to serve as member of the Board, effective as of the Start Date. Thereafter, for so long as you remain employed by the C...ompany as its Chief Executive Officer, at each applicable annual meeting of Parent's stockholders, the Board or a committee thereof shall nominate you to serve as a member of the Board and you shall serve if so elected or re-elected without further compensation, subject to receiving the required approval of Parent's stockholders and compliance with Parent's policies applicable to Board members generally. In the event you cease to be employed as the Chief Executive Officer of Holdings and of Parent. for any reason, you shall resign from the Board effective immediately upon such cessation. In addition, you may be asked from time to time to serve as a manager, director or officer of one or more of the Company's Affiliates, Affiliates without further compensation. (b) You agree to perform For purposes of this Agreement, "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the duties of your position and such other duties as Company, where control may reasonably be assigned to you from time to time. You also agree that, while by management authority, equity interest or otherwise. While employed by the Company, you will be expected to devote your full business time and your best efforts, business judgment, skill and knowledge exclusively professional efforts to the advancement of the business interests of the Company and its Affiliates Affiliates; provided, however, that you may continue to participate in charitable and to philanthropic activities, manage your personal investments, and, with the discharge consent of the Board, serve on the board of directors or managers of for and not-for-profit companies or organizations, as long as such activities, in the aggregate, do not interfere or conflict with the performance of your duties and responsibilities for them. (c) to the Company or result in a breach of your obligations under this Agreement, including but not limited to the terms and conditions set forth in Section 3 herein. You will discharge the duties and responsibilities of a chief executive officer and such other duties and responsibilities as are specified by the Board reasonably consistent with that position. You agree to that, while employed by the Company, you will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to your position, as in effect from time to time. View More
Positions and Duties. (a) The Executive shall serve as the Chief Operating Officer of the Company reporting to the CEO and Company's Board of Directors (the "Board"). The Executive shall primarily work out of any office she deems appropriate. (b) The Executive shall have such duties, authority and responsibilities as are consistent with the role of COO and as may be set forth in the Bylaws of the Company on the date hereof. Executive shall only have duties as arise from this Agreement and any duties or obligations to... the Company under any previous employment agreement are hereby cancelled. For purposes of the applicability of the Company's compensation plans to the Executive, Executive shall be considered an "employee." Nothing herein shall require the Executive to devote more than a substantial amount of his business time to the performance of his duties hereunder. Accordingly, the Executive shall be entitled to (i) serve as an advisor or member of the board of directors of unaffiliated companies, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, (iii) manage the Executive's personal and family investments, and (iv) engage in and/or have an ownership interest in other businesses. In addition, the Executive has disclosed to the Company his involvement in entities and investments other than the Company (collectively, the "Outside Activities"). The Executive is permitted to continue to engage in the Outside Activities. The Company shall also permit the Executive to engage in other business related activities provided that the Executive agrees to disclose to the Board any actual or potential conflict of interest arising out of any such activities.View More
Positions and Duties. (a) The Executive shall serve as the Chief Operating Executive Officer ("CEO") of the Company reporting to the CEO and Company's Board of Directors (the "Board"). The Executive shall primarily work out of any office she he deems appropriate. (b) The Company agrees to propose to the shareholders of the Company at each appropriate meeting of such shareholders during the Term and any Renewal Term (as such terms are defined below), the election and reelection of the Executive as a member of the Boar...d. In addition, in his capacity as the Company's CEO, the Executive shall either serve as a director, manager, member and senior executive officer of each of the Company's subsidiaries or affiliates, or shall alone act on the Company's behalf in the Company's capacity as member, manager, shareholder, partner, or otherwise as interest holder in respect of any and all of the Company's subsidiaries and affiliates, except that the Executive himself may delegate such function or appoint another in his stead. (c) The Executive shall have such duties, authority and responsibilities as are consistent with the role of COO CEO and as may be set forth in the Bylaws of the Company on the date hereof. Executive shall only have duties as arise from this Agreement and any duties or obligations to the Company under any previous employment agreement are hereby cancelled. For purposes of the applicability of the Company's compensation plans to the Executive, Executive shall be considered an "employee." Nothing herein shall require the Executive to devote more than a substantial amount of his business time to the performance of his duties hereunder. Accordingly, the Executive shall be entitled to (i) serve as an advisor or member of the board of directors of unaffiliated companies, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, (iii) manage the Executive's personal and family investments, and (iv) engage in and/or have an ownership interest in other businesses. In addition, the Executive has disclosed to the Company his involvement in entities and investments other than the Company (collectively, the "Outside Activities"). The Executive is permitted to continue to engage in the Outside Activities. The Company shall also permit the Executive to engage in other business related activities provided that the Executive agrees to disclose to the Board any actual or potential conflict of interest arising out of any such activities. View More
Positions and Duties. (a) The Executive shall serve as the Chief Operating Executive Officer ("CEO") of the Company reporting to the CEO and Company's Board of Directors (the "Board"). The Executive shall primarily work out of any office she he deems appropriate. (b) The Company agrees to propose to the shareholders of the Company at each appropriate meeting of such shareholders during the Term and any Renewal Term (as such terms are defined below), the election and reelection of the Executive as a member of the Boar...d. In addition, in his capacity as the Company's Chief Executive Officer, the Executive shall either serve as a director, manager, member and senior executive officer of each of the Company's subsidiaries or affiliates, or shall alone act on the Company's behalf in the Company's capacity as member, manager, shareholder, partner, or otherwise as interest holder in respect of any and all of the Company's subsidiaries and affiliates, except that the Executive himself may delegate such function or appoint another in his stead. (c) The Executive shall have such duties, authority and responsibilities as are consistent with the role of COO CEO and as may be set forth in the Bylaws of the Company on the date hereof. Executive shall only have duties as arise from this Agreement and any duties or obligations to the Company under any previous employment agreement are hereby cancelled. For purposes of the applicability of the Company's compensation plans to the Executive, Executive shall be considered an "employee." Nothing herein shall require the Executive to devote more than a substantial amount of his business time to the performance of his duties hereunder. Accordingly, the Executive shall be entitled to (i) serve as an advisor or member of the board of directors of unaffiliated companies, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, (iii) manage the Executive's personal and family investments, and (iv) engage in and/or have an ownership interest in other businesses. In addition, the Executive has disclosed to the Company his involvement in entities and investments other than the Company (collectively, the "Outside Activities"). The Executive is permitted to continue to engage in the Outside Activities. The Company shall also permit the Executive to engage in other business related activities provided that the Executive agrees to disclose to the Board any actual or potential conflict of interest arising out of any such activities. -1- 2. Term. This Agreement and Executive's employment hereunder shall be for an initial term of three (3) years ("Initial Term") commencing on the date hereof (the "Effective Date") and ending on the third anniversary of the Effective Date, unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement (the "Term"). Thereafter, at the election of the Executive or the Company, this Agreement may be extended for an additional one (1) year (the "First Extension"). Thereafter, the Term shall continue for an additional one-year periods unless, at least one hundred and eighty (180) days before the expiration of the First Extension, the Company provides notice in writing to the Executive that the Term shall not be further extended. Each such extension shall be referred to as a Renewal Term. The date upon which this Agreement would terminate if both extensions are elected shall be referred to as the Expiration Date. View More
Positions and Duties. (a) The Executive shall serve as the Chief Operating Executive Officer of the Company reporting to the CEO and Company's Board of Directors (the "Board"). The Executive shall primarily work out from the Corporate Headquarters located at 1 West Broad Street, Suite 1004, Bethlehem PA 18018 or at other locations as may be determined by the Executive. (the "Executive's Office"). (b) Without further compensation, the Executive may serve as a director or officer of any office she deems appropriate. (b...) one or more of the Company's subsidiaries or affiliates if so elected or appointed from time to time. (c) The Executive shall have such duties, authority and responsibilities as are consistent with the role of COO Chief Executive Officer and as may be set forth in the Bylaws of the Company on the date hereof. Executive shall only have duties as arise from this Agreement Company. Roles and any duties or obligations Responsibilities include but are not limited to the Company under any previous employment agreement are hereby cancelled. capital raises, investor relations and overall corporate guidance. For purposes of the applicability of the Company's Company compensation plans to the Executive, Executive shall be considered an "employee." Nothing herein Executive shall require the Executive to devote more than a substantial amount of his business time to the performance of his duties hereunder. Accordingly, the hereunder, but such requirement shall not prevent Executive shall be entitled to from (i) serve serving as an advisor or a member of the board of directors of unaffiliated companies, (ii) serve serving on civic, charitable, educational, religious, public interest or public service boards, (iii) manage managing the Executive's personal and family investments, and (iv) engage engaging in and/or have or having an ownership interest in other businesses. In addition, the Executive has disclosed disclosed, in writing, to the Company his involvement in entities and investments other than the Company (collectively, the "Outside Activities"). The Company shall permit the Executive is permitted to continue to engage in the Outside Activities. The Company shall also permit the Executive to engage in other business related activities Activities provided that the Executive agrees to disclose to the Board Board, in writing, any actual or potential conflict of interest arising out of any such activities. Outside Activity and no such Outside Activity materially interferes with Executive's ability to perform his responsibilities hereunder. 1 2. Term. This Agreement and Executive's employment hereunder shall be for an initial term of three (3) years commencing on the date hereof (the "Effective Date") and ending on the third anniversary of the Effective Date (the "Expiration Date"), unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement (the "Term"). Thereafter, this Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a "Renewal Term"), unless such renewal is objected to by either the Company or the Executive upon 90 days written notice prior to the commencement of the next Renewal Term. In the event of renewal, the last day of each Renewal Term shall be deemed the new Expiration Date. View More
Positions and Duties. (a) During the Employment Period, Employee will serve as the Chief Executive Officer of the Company and will have the normal duties, responsibilities and authority of this office, subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override Employee's actions. (b) During the Employment Period, Employee will report to the Board and will devote his best efforts and his full business time and attention (except for permitted vacation periods and re...asonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and to the performance of such duties as may be assigned to him from time to time by the Company. Employee will act in the best interest of the Company and its Subsidiaries and, except as may be specifically permitted by the Board, will not engage in any other business activity. Employee will perform his duties, responsibilities and functions on behalf of the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.View More
Positions and Duties. (a) During the Employment Period, Employee will wil1 serve as the Chief Executive Officer of the Company and will have the normal duties, responsibilities and authority of this office, subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override Employee's actions. (b) During the Employment Period, Employee will report to the Board and will devote his full time, best efforts and his full business time and attention (except for permitted vacatio...n periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and to the performance of such duties duties, as aforesaid and as may be assigned to him his from time to time by the Company. Employee will act in the best interest of the Company and its Subsidiaries and, except as may be specifically permitted by the Board, will not engage in any other business activity. Employee will perform his duties, responsibilities and functions on behalf of the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. However, nothing in this Agreement shall bar or impair the Employee from continuing his existing or future Corporate Board Affiliations providing any affiliation is not deemed a competitor of Company. View More
Positions and Duties. (a) During the Employment Period, Employee the Executive will serve as the Chief Executive Financial Officer of the Company and will have the normal duties, responsibilities and authority of this office, subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override Employee's actions. authority. (b) During the Employment Period, Employee the Executive will report directly to the Board and will devote his best efforts and his full business time a...nd attention (except (save and except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and to the performance of such duties as may be assigned to him from time to time by the Company. Employee incapacity. The Executive will act in the best interest of the Company and its Subsidiaries and, except as may be specifically permitted by the Board, will not engage in any other business activity. Employee will perform his duties, responsibilities and functions on behalf of the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. View More
Positions and Duties. (a) During the Employment Period, Employee will wil1 serve as the Chief Executive Financial Officer of for the Company and will have the normal duties, responsibilities and authority of this office, subject to the power of the CEO and the Board to expand or limit such duties, responsibilities and authority and to override Employee's actions. (b) During the Employment Period, Employee will report to the Board CEO and will devote his full time best efforts and his full business time and attention ...(except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and to the performance of such duties duties, as aforesaid and as may be assigned to him from time to time by the Company. Employee will act in the best interest of the Company and its Subsidiaries and, except as may be specifically permitted by the CEO and the Board, will not engage in any other business activity. activity, except as in his capacity as a significant shareholder of InfoGPS, a cyber security company which does not compete in the Company's market. Employee will perform his duties, responsibilities and functions function on behalf of the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. However, nothing in this Agreement shall bar or impair the Employee from continuing his existing or future Corporate Board Affiliations providing any affiliation is not deemed a competitor of Company. View More
Positions and Duties. (a) During the term of this Agreement, Executive will be employed by the Company to serve as Senior Vice President and Chief Financial Officer of the Company, reporting to the Company's Chief Executive Officer. Executive will be responsible for: (i) performing the duties and responsibilities customarily expected to be performed by such position of a publicly reporting business entity; and (ii) performing such other duties and functions as are reasonably required and/or as may be reasonably presc...ribed by the Company from time to time. (b) The location of Executive's employment will be the Company's headquarters offices, but Executive from time to time may be required to travel to other geographic locations in connection with the performance of his/her duties.View More
Positions and Duties. (a) During the term of this Agreement, Executive will be employed by the Company to serve as Senior Vice President President, General Counsel and Chief Financial Officer Corporate Secretary of the Company, reporting to the Company's Chief Executive Officer. Executive will be responsible for: for (i) performing the duties and responsibilities customarily expected to be performed by such position of a publicly reporting business entity; and (ii) performing such other duties and functions as are re...asonably required and/or as may be reasonably prescribed by the Company from time to time. (b) The location of Executive's employment will be the Company's headquarters offices, but Executive from time to time may be required to travel to other geographic locations in connection with the performance of his/her duties. View More
Positions and Duties. (a) During the term of this Agreement, Executive will be employed by the Company to serve as Senior Vice President and Chief Financial Executive Officer of the Company, reporting to the Company's Board of Directors ("Board"). As Chief Executive Officer. Officer, Executive will will, subject to the supervision and direction of the Board, be responsible for: (i) implementing goals, operating plans, policies and objectives for the Company; (ii) performing the duties and responsibilities customarily... expected to be performed by such position of a publicly reporting business entity; Chief Executive Officer; and (ii) (iii) performing such other duties and functions as are reasonably required and/or as may be reasonably prescribed by the Company Board from time to time. time-to-time. (b) The location of Executive's employment will be the Company's headquarters offices, but Executive from time to time may be required to travel to other geographic locations in connection with the performance of his/her her duties. View More
