Positions and Duties Contract Clauses (1,756)

Positions and Duties. 1.1 Position. Subject to the terms and conditions hereof, you will be employed by the Company as President, North America effective as of June 26, 2020 (the "Employment Date"). 1.2 Responsibilities. (a) As the President, North America, you will report to Primo's Chief Executive Officer and have such duties and responsibilities as may be assigned to you from time to time by Primo's Chief Executive Officer. (b) You agree to devote all of your business time and attention to the business and affairs... of the Company and, upon request, Primo and its Affiliates, and to discharge the responsibilities assigned to you. This shall not preclude you from (i) serving on the boards of directors of a reasonable number of charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal affairs, so long as these activities do not interfere with the performance of your duties and responsibilities. 1.3 No Employment Restriction. You hereby represent and covenant that your employment by the Company does not violate any agreement or covenant to which you are subject or by which you are bound and that there is no such agreement or covenant that could restrict or impair your ability to perform your duties or discharge your responsibilities to the Company. 1.4 Term. The Company agrees to employ you pursuant to the terms of this Offer Letter, and you agree to be so employed, commencing as of the Employment Date and continuing until such time as your employment is terminated in accordance with Sections 4 and 5 hereof. The period of time between the Employment Date and the termination of your employment hereunder shall be referred to herein as the "Employment Term."2. Remuneration. ACTIVE/ 78077235.1 2.1 Base Salary. Your annual base salary will initially be at the rate of US $500,000 per year ("Annual Base Salary"), paid on a bi-weekly basis (or such other basis as the Company may later adopt), prorated for any partial periods based on the actual number of days in the applicable period. Your performance will be evaluated at least annually, and any increase to the level of your Annual Base Salary will be determined as part of the regular annual review process. You will receive an annual car allowance in the amount of $14,400, prorated for any partial year of employment. 2.2 Annual Bonus. You will continue to be eligible to participate in the Company's annual bonus plan and may earn a bonus based upon the achievement of specified performance goals. The amount of your target bonus is 75% of your Annual Base Salary. The bonus year is the Company's fiscal year. Please note that the bonus plan is entirely discretionary, and the Company reserves in its absolute discretion the right to terminate or amend it or any other bonus plan that may be established. 2.3 LTI Grants. You will be eligible for future long term incentive awards that will be based on your performance and will be in line with similar peer positions at the Company. Annual grants are issued following approval by Primo's Human Resources and Compensation Committee at its regularly scheduled meetings in December. View More

Positions and Duties. During the Term, the Employee shall serve as a senior executive officer of the Employer. The Employee shall perform for the Employer the duties customarily associated with being a senior executive officer that are consistent with your experience and skills and such other duties as may be assigned to the Employee from time to time by the Employer's Board of Directors (the "Board") that are consistent with the duties normally performed by those performing the role of the most senior executives of ...similar entities. The Employee shall devote such working time, attention, knowledge, skills and efforts as may be required to fulfill the Employee's duties hereunder, as reasonably determined by the Board. The Employee shall be permitted to perform services as required under the Hospitalist Participation Service Agreement, and provided, further that the Employee may participate as a member of the board of directors or advisory board of other entities and in professional organizations and civic and charitable organizations so long as any such positions are disclosed to the Board and do not materially interfere with the Employee's duties and responsibilities to the Employer. The Employee shall be based in Alhambra, California. View More

Positions and Duties. (a) During the Employment Period: (i) Donegal Mutual agrees to continue to employ Executive, and Executive agrees to continue Executive's employment as, the of Donegal Mutual and (ii) DGI agrees to continue to employ Executive, and Executive agrees to continue Executive's employment as, the of DGI, with the positions described in clauses (i) and (ii) collectively referred to in this Agreement as the "Position," in accordance with the terms and subject to the conditions this Agreement sets forth.... Donegal Mutual and DGI shall be jointly and severally liable to Executive with respect to (i) all liabilities of Donegal Mutual to Executive under this Agreement and (ii) all liabilities of DGI to Executive under this Agreement; provided, however, that Donegal Mutual shall not be responsible for any liability of DGI to Executive to the extent that DGI has discharged such liability, and DGI shall not be responsible for any liability of Donegal Mutual to Executive to the extent that Donegal Mutual has discharged such liability. Executive shall serve in the Position and in such capacity and shall have the normal duties, responsibilities, functions and authority consistent with the Position, subject to the power and authority of the respective board of directors of Donegal Mutual and DGI (together, the "Boards") to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Employers. During the Employment Period, Executive shall render such services to the Employers which are consistent with the Position and as the President and Chief Executive Officer and/or as either of the Boards may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer or his designee and shall devote his best efforts and his full business time and attention to the business and affairs of the Employers. Executive shall perform his duties, responsibilities and functions to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the policies and procedures of the Employers in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to time by the Boards and shall support and cooperate with the Employers' efforts to expand their business and operate profitably and in conformity with the business and strategic plans approved by the Boards. So long as Executive is employed by one or both of the Employers, Executive shall not, without the prior written consent of the Boards, accept other employment, perform other services for compensation, or perform other work that results in any financial benefit to Executive. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from engaging in educational, charitable, political, professional and civic activities, provided that such engagement does not interfere with Executive's duties and responsibilities hereunder. View More

Positions and Duties. 2.1 During the Employment Term, Executive shall serve the Company as its President and Chief Executive Officer or in such other additional executive capacity as the Board of Directors of the Company (the "Board") may from time to time request. During the Employment Term, Executive shall have all duties and responsibilities that are reasonably consistent with these titles and positions and shall devote all of his normal business time and attention to, and use his best efforts to advance, the busi...ness of the Company. Executive will also serve as Vice Chairman of the Board, a non-executive position, so long as he remains an officer of the Company, and agrees (i) to serve on the Board and in the Vice Chairman capacity, and any other capacity on the Board in which he may serve, without additional compensation, and (ii) to immediately resign as Vice Chairman and as a member of the Board if he ceases to be an officer of the Company. Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without such prior approval of the Board, except that without the prior approval of the Board, Executive may serve on the board of directors of other companies if in so doing Executive does not breach the terms of this Agreement, his fiduciary duties to the Company, or his confidentiality obligations to the Company, or otherwise 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. 1 2.2 Executive represents and warrants to the Company that Executive is free to accept employment with the Company, and that Executive has no prior or other commitments or obligations of any kind to anyone else or any entity that would restrict, hinder or interfere with Executive's acceptance of his obligations hereunder or the exercise of Executive's best efforts to the performance of his duties hereunder. 2.3 Executive agrees to subscribe on the Effective Date, to purchase newly issued securities of the Company in an amount of $250,000, on terms to be agreed between the parties. In addition, Executive agrees to use his best efforts to encourage, as may be appropriate in their personal circumstances and subject to compliance with applicable securities laws and regulations, his acquaintances, contacts and their affiliated entities ("Prospective Investors"), to the extent such Prospective Investors are accredited investors, to subscribe for and purchase securities of the Company in any future offering or financing of the Company. Executive also agrees to use his best efforts to encourage, as may be appropriate, select intermediaries to obtain investors for any future offering or financing, subject to compliance with applicable securities laws and regulations. View More

Positions and Duties. At all times during the Term, the Executive shall: (i) serve as the President and Chief Executive Officer of the Bank and the Company and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Employer and will not e...ngage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Bank Board, and (iii) comply with all directions from the Bancorp Board and the Bank Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Bancorp and the Bank. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Bank Board (not to be unreasonably withheld) act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Bank Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Employer or an unlimited ownership interest in any entity which is not similar to and 1 ​ does not have the potential to compete with the Employer; 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 entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive's material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive's duties hereunder. For purposes of this Agreement, all references to either the Bancorp Board or the Bank Board shall be deemed to include references to all committees of either such Board. View More

Positions and Duties. 3.1. Service with the Company. During the Term of this Agreement, Executive agrees to perform such executive employment duties as the Board of Directors of the Company (the "Board") shall reasonably assign to him, as the Company's Chief Executive Officer, from time to time. 3.2. Conflicting Duties. Executive hereby confirms that he is under no contractual commitments inconsistent with his obligations set forth in this Agreement. The Company agrees that Executive may, during the Term of this Agre...ement, perform services for any other corporation, firm, entity or person that is not otherwise inconsistent with the provisions of this Agreement or Executive's fiduciary obligations to the Company. View More

Positions and Duties. (a) During the Employment Period, Executive shall be employed by the Company and shall serve as the Chief Medical Officer of Adaptimmune Therapeutics plc (the "PLC") and in such capacity shall have the normal duties, responsibilities, functions and authority of a Chief Medical Officer, subject to the power and authority of the Chief Executive Officer and the board of directors or the remuneration committee of such board of directors, as applicable (the "Board") of the PLC to expand or limit such... duties, responsibilities, functions and authority, and the power and authority of the Board to overrule actions of officers of the Group. During the Employment Period, Executive shall render such services to the Group which are consistent with Executive's position and as the Chief Executive Officer and the Board may from time to time direct. In this Agreement, "Group" means the PLC and its subsidiaries from time to time and "Group Company" means a company which is a member of the Group and includes the Company. (b) During the Employment Period, Executive shall report to the Chief Executive Officer and shall devote his best efforts and his full business time and attention to the business and affairs of the Group. Executive shall perform his duties, responsibilities and functions to the best of his abilities in a diligent, trustworthy, professional and efficient manner, shall comply with the policies and procedures of the Company and of the PLC and shall comply with all applicable federal, state and/or local laws. In performing his duties and exercising his authority under this Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to time by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, accept other employment or perform other services for compensation, which the Board reasonably considers may be, or become harmful to the interests of the Company or any Group Company or which might reasonably be considered to interfere with Executive's duties under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from engaging in educational, charitable, political, professional and civic activities, provided that such engagement does not interfere with Executive's duties and responsibilities hereunder. (c) During the Employment Period, Executive's primary work location shall be Philadelphia, Pennsylvania; provided, however, that Executive shall travel to other locations and countries as and when required by the Board including, but not limited to, travel to the Group's affiliate offices in the United Kingdom. View More

Positions and Duties. You will be employed by the Corporation as Chief Commercial Officer, having such duties and functions as assigned by the Parent's Chief Executive Officer (to whom you will report). Please note that the Corporation may change titles, duties, reporting relationship and compensation from time to time at its discretion.

Positions and Duties. You will be employed by and will serve the Corporation as Chief Operating Officer during the Term of this Agreement. You will report directly to the Chief Executive Officer of the Corporation or such other person that the Board of Directors (the "Board") may otherwise determine from time to time. Your position, duties and functions pertain to the Corporation and any of its subsidiaries from time to time and may be varied or added to from time to time by the Board, at its discretion.2. Term. The ...terms and conditions of this Agreement shall have effect as of and from October 1, 2017 (the "Effective Date") and your employment shall continue until terminated as provided in this Agreement. View More

Positions and Duties. (a) During the Employment Period, Executive shall serve as Executive Vice President of Rare Disease Operations, and in connection therewith, Executive shall render such administrative, financial and other executive and managerial services to the Company and have the responsibilities and authority which are consistent with Executive's position, subject to the power and authority of the Company's Chief Executive Officer and/or Board of Directors of the Company (the "Board") to expand or limit such... duties, responsibilities, functions and authority. 1 (b) Executive shall report to the Chief Executive Officer (or such other person as shall be designated by the Board). Executive shall perform Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner. Executive shall devote Executive's full business time, energies and attention (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company. So long as Executive is employed by the Company, Executive shall not without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Executive's employment with the Company; provided, however, that Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities are not in competition with the Company or do not interfere with Executive's ability to carry out Executive's duties under this Agreement. (c) Executive shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company. View More