Positions and Duties Contract Clauses (1,756)

Positions and Duties. 2.1 Position. During the Employment Term, the Executive shall serve as the Vice President, Finance to Company's Chief Executive Officer. 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 President. 2.2 Duties. In his position, the Executive shall have such duties, authority, and responsibility as are consistent with the Executive's position. These shall include direction and management of all Company financial activities and reporting including the treasury function. 2.3 Place of Performance. The principal place of Executive's employment shall be at 950 N. Point Parkway, Suite 400, Alpharetta, GA 30005; provided that, the Executive may be required to travel on Company business during the Employment Term. View More

Positions and Duties. (a) Position. The Company hereby agrees to employ Executive as the Vice President of Merchandise Planning of the Company, reporting to the Company's Chief Information Officer (the "CIO"). Executive shall have such responsibilities and duties consistent with this position and as determined from time to time by the Company. If requested by the Company or the CIO, Executive will provide services as an officer to WW Top Investment Corporation, a Delaware corporation (the "Parent"), and/or any affili...ate or subsidiary of the Company without additional compensation. (b) Location. Executive shall perform his duties at the Company's corporate office located in Orange County, California subject to customary travel as reasonably required. View More

Positions and Duties. (a) Employee shall serve as Chief Executive Officer and President of the Company and shall be responsible for such duties as may be reasonably prescribed by the Board of Directors of the Company which are consistent with the customary duties of such offices. Employee will report to the Board of Directors of the Company and based in the Company's Houston office. (b) Employee shall devote his reasonable best efforts and his full business time and attention (except for permitted vacation periods, p...eriods of illness or other incapacity) to the business and affairs of the Company, and it shall not be considered a violation of this Agreement for the Employee to, (a) engage in or serve such professional, civic, trade association, charitable, community, religious or similar types of organizations or speaking selections as the Employee may select; (b) serve with the consent of the Board of Directors of the Company on the boards of directors or advisory committees of any entities, or engage in other business activities; and (c) attend to the Employee's personal matters and finances so long as such services and activities in (a) – (c) do not significantly interfere with the performance of Employee's responsibilities as an employee of the Company. (c) As part of his duties, Employee shall support and assist Company to the best of his ability in identifying and hiring his successor as Company's new C.E.O. and President, and shall assert his best efforts in transitioning duties to the successor, once hired. (d) As partial consideration for, and as a condition of, Employee's employment with the Company, Employee has executed contemporaneously with the execution of this Agreement, the Confidentiality and Restrictive Covenants Agreement attached hereto as Exhibit A. View More

Positions and Duties. 2.1 Position. The Company agrees to employ Executive in the position of Chief Medical Officer reporting directly to the Chief Executive Officer. The Executive shall have the duties and responsibilities consistent with the office of a Chief Medical Officer of a publicly traded corporation, and such other duties and responsibilities as determined from time to time by the Company, including but not limited to the Chief Executive Officer. Executive shall perform faithfully and diligently such duties... as are reasonable and customary for Executive's position, as well as such other duties as the Company and/or Chief Executive Officer shall reasonably assign from time to time. Executive shall perform his duties in the Company's offices in San Carlos, California subject to customary travel as reasonably required. 2.2 Best Efforts/Full-Time. 2.2(a) Executive understands and agrees that Executive will faithfully devote Executive's best efforts and substantially all of his time during normal business hours to the faithful and loyal performance of his job duties to the Company (except for permitted vacation 1 periods and reasonable periods of illness or other incapacity). Executive will abide by all policies duly adopted by the Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in a manner that Executive reasonably believes to be in the best interest of the Company at all times. Executive further understands and agrees that Executive has a fiduciary duty of loyalty to the Company to the extent provided by applicable law and that Executive will take no action which materially harms the business, business interests, or reputation of the Company. 2.2(b) Executive agrees that Executive shall not, directly or indirectly, (i) engage or participate in any outside activity that would, or may be perceived to, conflict with the best interests of the Company or Executive's duties to the Company, or (ii) provide services to or invest in any corporation or entity that competes or intends to compete with the business of the Company. 2.2(c) Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) serving, with the prior written consent of the Company, as a member of the board of directors of an entity engaged solely in charitable activities or community affairs, provided that, such activity shall be limited by Executive so as not to interfere with the performance of Executive's duties and responsibilities hereunder; (ii) owning, as a passive investment, less than 1% of capital stock of any corporation listed on the national securities exchange or a publicly traded over-the-counter market; or (iii) engaging in any other manner of employment, consulting or other business activity with the written consent of the Company, the Chief Executive Officer, or as approved by the Company's Board of Directors or a committee thereof (collectively, the "Board"). View More

Positions and Duties. Effective on the Effective Date, Executive will continue to be employed to serve on a full-time basis as Chief Scientific Officer ("CSO"), responsible for such duties as are consistent with such position, plus such other duties as may from time to time be assigned by the Chief Executive Officer ("CEO") of the Company, and subject to the other terms and conditions herein provided. Executive shall report to the CEO of the Company, and he agrees to devote his full business time, best efforts, skill..., knowledge, attention and energies to the advancement of the Company's business and interests and to the performance of his duties and responsibilities as an employee of the Company, provided, however, that the Company understands the Executive may remain Adjunct Faculty at Yale University at a level upon which the Company and Executive mutually agree. Executive may also serve on boards of directors of entities that do not compete with the Company and may engage in religious, charitable and other community activities, provided that such activities do not individually or in the aggregate interfere with the performance of Executive's duties under this Agreement, violate the Company's standards of conduct then in effect, or raise a conflict under the Company's conflict of interest policies. View More

Positions and Duties. (a) Title; Responsibilities. During the Employment Period, the Executive will serve as the Senior Vice President and General Counsel of Adtalem and will have the normal duties, responsibilities and authority of that position, subject to the power of the CEO to expand or limit such duties, responsibilities and authority; provided, however, at all times, Executive's duties, responsibilities and authority shall be commensurate with such duties, responsibilities and authority held by executives in c...omparable positions in corporations of similar size and scope to Adtalem in Adtalem's industry. The Executive shall report to the CEO. In this trusted, executive position, the Executive will be given access to Adtalem's Confidential Information. The Executive shall comply in all material respects with all applicable laws, rules and regulations relating to the performance of the Executive's duties and responsibilities hereunder, including Adtalem's Code of Business Conduct and Ethics. View More

Positions and Duties. Executive shall serve as Vice President—Treasurer and Assistant Secretary reporting to the Chief Financial Officer of the Company ("Direct Report") (or his designee) and shall have responsibility for all treasury matters of the Company and shall have such other powers and duties as may from time to time be assigned by Executive's Direct Report (or his designee) or the Board of Directors of the Company; provided, however, that such duties are consistent with his present duties and his position wi...th the Company. Executive shall devote substantially all his working time and efforts to the continued success of the business and affairs of the Company. View More

Positions and Duties. 2.1 Position. During the Employment Term, the Employee shall serve as the Vice President of Operations of the Company, reporting to Chief Executive Officer of the Company. In such position, the Employee shall have such duties, authority and responsibility as shall be determined from time to time by the Chief Executive Officer, which duties, authority and responsibility are consistent with the Employee's position. Employee shall perform faithfully and diligently all duties and responsibilities to... be performed and assigned to her. The Board of Directors of the Company or the Chief Executive Officer reserves the right to modify Employee's position and duties at any time in their reasonable discretion. 2.2 Duties. During the Employment Term, the Employee shall devote substantially all of her business time and attention to the performance of the Employee'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 hereunder unless otherwise authorized by the Board of Directors of the Company. Notwithstanding any of the foregoing, it is expressly agreed and understood that Employee shall be entitled to spend a reasonable amount of her working time on (i) charitable activities and personal investments and (ii) other business-related ventures subject to approval by the Board of Directors of the Company, which shall not be unreasonably withheld. View More

Positions and Duties. (a) During the Term, the Executive shall, pursuant to the terms of this Agreement, serve as Executive Vice President and Chief Financial Officer of the Company, and shall report solely and directly to the Chief Executive Officer of the Company (the "Chief Financial Officer"). The Executive shall be based in New York, New York; provided, that the Executive understands and agrees that he shall be required to travel for business reasons, including to the Company's headquarters in Atlanta, Georgia a...nd to other Company locations. (b) During the Employment Period, Executive shall devote Executive's full business time, energy, ability, attention and skill to Employee's employment hereunder. Executive agrees that, during the Employment Period, Executive will not provide services as an employee, consultant, independent contractor or otherwise to any individual or entity without the written consent of the Company. The Executive shall (i) have all authorities, duties and responsibilities customarily exercised by an individual serving as Executive Vice President and Chief Financial Officer of a company the size and nature of the Company; (ii) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and (iii) have such additional duties and responsibilities, consistent with the foregoing, as the Chief Executive Officer of the Company may from time to time assign to him. (c) Notwithstanding the foregoing, nothing herein shall prohibit the Executive from (i) participating in trade associations or industry organizations that are related to the business of the Company, (ii) engaging in charitable, civic or political activities including Executive's current private school and fraternity organization involvement, (iii) engaging in personal investment activities for the Executive and his family that do not give rise to any conflicts of interest with the Company or its affiliates, or (iv) with the prior approval of the Chief Executive Officer, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its affiliates, in each case so long as such interests do not materially interfere, individually or in the aggregate, with the performance of the Executive's duties hereunder. Moreover, express approval is granted herein for Executive to hold one (1) director seat in another for profit organization, provided that such directorship does not give rise to any conflicts of interest with the Company or its affiliates or businesses or materially interfere with the performance of the Executive's duties hereunder. View More

Positions and Duties. (a) Reporting. During the term of this Agreement (the "Employment Term"), the Company shall employ the Executive, and the Executive shall serve, as the Chief Executive Officer of the Company. The Executive shall report directly to the Board of Directors of the Company. (b) Responsibilities. The Executive shall have responsibility to oversee all aspects of the Company's business activities as are customarily performed and enjoyed by persons employed in comparable positions, subject, however, in a...ll instances to the direction and control of the Board. (c) Devotion of Executive's Time. Subject to Section 2(d) hereof, the Executive shall devote all of his business time, labor, skill and energy to conducting the business and affairs of the Company and to performing his duties and responsibilities to the Company as set forth in Section 2(b) hereof The Executive shall not become employed with, consult with or otherwise perform services for any other entity or individual during the Term of this Agreement. The Executive shall perform the Executive's duties and responsibilities to the Company diligently, competently, faithfully and to the best of his ability. Executive shall perform his duties from his home office and shall travel as needed. (d) Representations. The Executive represents and warrants to the Company that the Executive has the right to negotiate and enter into this Agreement, and the Executive's execution, delivery and performance of this Agreement does not breach, interfere with or conflict with any other contractual agreement, covenant not to compete, option, right of first refusal or other existing business relationship or any judgment or order, in each case, to which the Executive is a party or otherwise subject. View More