Positions and Duties Contract Clauses (1,756)

Positions and Duties. The Executive shall have the position of Chief Scientific Officer, as the Company's scientific lead, including serving as scientific lead for the discovery and development of the Company's compounds for the treatment of one or more human indications, (the "Program"), and shall have the duties and responsibilities commensurate with such position, as well as such other duties and responsibilities as the Board of Directors (or equivalent, e.g., the Management Board or Supervisory Board) of the Pare...nt (in either case, the "Board of Directors" or the "Board") and/or the Chief Executive Officer may from time-to-time direct to the extent consistent with his position and status as set forth above, including, without limitation, providing various services to the Company's Affiliates. The Company may request the Executive to be present for a board meeting of the Parent in Germany. For purposes of this Agreement, "Affiliate" means any person in control of, controlled by or under common control with, the Company or Parent. 1 4. Obligations of Executive1. The Executive shall devote the Executive's services to the Company and shall perform the Executive's duties faithfully and to the best of the Executive's ability. The Executive shall devote the Executive's significant time, best efforts and business judgment, skill and knowledge to the advancement of the Company's interests and to the discharge of the Executive's duties and responsibilities under this Agreement. Executive shall not, at any time during the Term, directly or indirectly, render any business, commercial, or professional services to any other person, firm, or organization (other than the Company and its Affiliates for compensation without the prior approval of the Board of Directors. Nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time and effort to (a) charitable and community activities; (b) the management of his personal investment assets; or (c) continued provision of consulting services, provided, that in each such case, such activities do not interfere in any material respect with the performance by the Executive of his duties hereunder. View More

Positions and Duties. (a) Executive will serve as the President and Chief Executive Officer of the Company reporting to the Company's Board of Directors (the "Board"). (b) The Company agrees to propose to the shareholders of the Company at each appropriate annual meeting of such shareholders during the Term, the election and reelection of Executive as a member of the Board. In addition, without further compensation, Executive will serve as a director and/or officer of one or more of the Company's subsidiaries or affi...liates if so elected or appointed from time to time. Upon termination of his employment with the Company for any reason, Executive immediately will resign as a member of the Board and will resign from any other positions, offices and directorships he may have with the Company or any of its subsidiaries or affiliates. (c) Executive will perform those services customary to these offices and such other lawful duties that may be reasonably assigned to him from time to time by the Board, provided those duties are consistent with Executive's position and authority. Executive will devote his best efforts and substantially all of his business time to the performance of his duties under this Agreement and the advancement of the business and affairs of the Company and will be subject to, and will comply in all material respects with, the policies of the Company applicable to him. Notwithstanding the foregoing, Executive will be entitled to (i) serve as a member of the board of directors of up to two other public companies, subject to the advance approval of the Board, which approval will not be unreasonably withheld, (ii) serve on professional, civic, charitable, educational, religious, public interest, public service or medical advisory boards, and (iii) manage 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 Executive's duties and responsibilities hereunder. View More

Positions and Duties. (a) The Executive will continue to serve as Chief Executive Officer of the Company, will continue to report directly and solely to the Company's Board of Directors (the "Board") and will continue to have the duties, responsibilities and functions customarily associated with such position in a company the size and nature of the Company, subject to the direction of the Board and such specific responsibilities as may be assigned to the Executive Chair from time to time (in consultation with the Exe...cutive Chair and the Executive). The Executive's place of employment will continue to be at the Company's offices in Cambridge, Massachusetts. (b) The Executive will continue to devote his full working time to the performance of his duties for the Company. Additionally, it is understood and agreed that the Executive's current service on boards of directors and other bodies as specified on Attachment A to this Agreement continue to be permitted and that the Executive may, with the Board's prior written consent, serve on the board of directors of other publicly held or private companies or of civic, charitable, educational or other non-profit organizations so long as such activities do not interfere with, or conflict with, his duties for, or obligations to, the Company or create a potential business or fiduciary conflict. (c) An Executive Chair position shall be established by the Board for the purpose of further enhancing the Company's governance in areas including but not limited to (i) activities surrounding the Company's ethics and compliance functions and program, (ii) supporting the oversight of the independent investigatory response to the subpoena from the U.S. Attorney's Office for the District of Massachusetts, and (iii) enabling the Executive to devote more time and attention to other Company operations and other matters. A specific duty of the Executive and the Executive Chair shall be to collaborate with each other, including the Executive inviting the Executive Chair to Management Board meetings having topics relating to ethics and compliance and to Quarterly Business Review meetings. In accordance with the Company's Corporate Governance Guidelines, the Nominating and Corporate Governance Committee of the Board shall periodically assess the Board's leadership structure, including whether to maintain the Executive Chair position. View More

Positions and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as Chief Executive Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board shall designate from time to time. The Employee shall report to the Board. (b) During... the Employment Term, the Employee shall use his or her best endeavors to promote the interests of the Company, and shall devote all of his or her business and professional time, attention, energy, skill and best efforts to the performance of his or her duties with the Company, other than for community, foundation and professional association activities and board participation, in each case, as reasonably approved by the Board, including at least one Authorized Summit Director. (c) In the event that the Employee shall discover that he or she has any direct or indirect material personal interest in any of the Company's business (other than equity ownership in the Company) or a material conflict of interest with the duties required of him or her by virtue of his or her employment with the Company, the Employee shall reasonably endeavor to promptly inform the Board in writing. View More

Positions and Duties. During the Employment Period, Executive shall serve as the Chief Financial Officer of the Company or such other entity within the Company Group as determined by the Board in its reasonable sole discretion to the extent the Company elects to conduct its operations through the Company Group. Executive shall report to the Company's Chief Executive Officer, and Executive shall exercise such powers and comply with and perform, faithfully and to the best of Executive's ability, such directions and dut...ies in relation to the business and affairs of the Company Group, consistent with Executive's position, as may from time to time be vested in or requested of him. During the Employment Period, Executive shall devote Executive's full business time and attention to the business and affairs of the Company Group, and shall not, without the prior written consent of the Board, accept other employment or perform other services for compensation; provided, however, that Executive may engage in educational, charitable, political, professional and civic activities or serve as an executor, trustee or in another similar fiduciary capacity, as long as such activities do not, individually or in the aggregate, interfere with Executive's obligations hereunder. View More

Positions and Duties. Except as otherwise mutually agreed by the parties, for the duration of the Employment Period: (a) Executive will serve as Chief Executive Officer of the Company, reporting directly to the Executive Chairman of the Board of Directors of the Company (the "Board") or, if none, to the Board. During the Employment Period, Executive will serve as a member of the Board. (b) Executive's primary office location shall be in the San Francisco Bay Area, although Executive understands and agrees that Execut...ive will be required to travel from time to time for business reasons. (c) Executive shall have such responsibilities, duties and authorities, and will render such services for the Company and its subsidiaries or affiliates as the Executive Chairman or, if none, the Board may reasonably request from time to time. During the Employment Period, Executive will devote substantially all of Executive's business time, energy and efforts to Executive's obligations hereunder and to the affairs of the Company; provided that the foregoing shall not prevent Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive's passive personal investments, so long as such activities in the aggregate do not interfere or conflict with Executive's duties hereunder or create a potential business or fiduciary conflict. (d) Executive will be employed by Tenet Employment, Inc. for all purposes under this Agreement. View More

Positions and Duties. During the Term, Employee shall serve as Chief Operational Officer (COO) of the Company and perform such duties as are consistent with such positions. The Employee shall report to the Chairman and Chief Executive Officer of the Company. During the Term, Employee shall also hold such additional positions and titles as the Chairman and Chief Executive Officer of the Company may determine from time to time. During the Term, Employee shall devote as much time as is necessary to satisfactorily perfor...m his duties as COO of the Company. View More

Positions and Duties. Executive hereby agrees to serve as both the Global Chief Marketing Officer ("CMO") of Parent and also as the Company's interim Chief Growth Officer (the "CGO"). Under both positions, Executive shall carry out those duties, services, responsibilities and authority customarily accorded a person holding such positions in a company such as Company, including but not limited to those duties, services and responsibilities described in Exhibit A attached hereto (collectively, the "Executive Duties"). ...As both CMO and CGO, Executive shall report to both the Chief Executive Officer of Parent (the "Parent CEO") and the Board of Directors of Parent (the "Board"). Executive shall devote her reasonable best efforts and her full business time and attention to the performance of the Executive Duties to Company in accordance with the terms hereof and as may reasonably be requested by Company. Executive shall not engage in any other business or professional activities, either on a full- time or part-time basis, as an employee, consultant or in any other capacity, whether or not she receives any compensation therefor, without the prior written consent of the Parent CEO which shall not be unreasonably withheld; provided, however, that nothing herein shall prevent Executive from (a) making and managing personal investments consistent with Section 9 of this Agreement and any applicable Company policies, (b) engaging in community and/or charitable activities, including serving as a trustee or board member of charitable organizations, (c) engaging in industry-related activities such as serving on the board or committees of industry organizations, for example but not limited to medical/prenatal, or (d) serving as a board member of up to three (3) med-technology companies, so long as any of such activities, either singly or in the aggregate, do not interfere with the proper performance of the Executive Duties or conflict or compete with Company's activities as currently conducted or as proposed to be conducted during Executive's employment. Pursuant to the foregoing, Company hereby grants its consent for Executive to serve on up to three (3) Advisory Boards for businesses which do not directly or indirectly compete with Company's business. If Executive shall be asked to join one or more boards of director during the Employment Period, Executive shall notify Company thereof in writing, and the parities shall discuss Executive's participation therewith with Company having final approval. Executive may also participate in women's leadership affiliations and activities. Subject to Executive's compliance with the foregoing, Executive shall be permitted to receive and retain compensation for her services/involvement with the Advisory Boards contemplated above. View More

Positions and Duties. (a) The Executive shall serve as the Founder, Chief Executive Officer and President of the Company and as a member of the Board. Executive shall report to the Board and be responsible for all day-to-day management decisions of the Company. Executive shall serve as a member of the Board, subject to the terms of the LLC Agreement. (b) The Executive shall devote substantially all of the Executive's working time and efforts to the business and affairs of the Company.

Positions and Duties. (a) GENERAL. Commencing on the Effective Date, the Executive shall continue to serve as the Company's CEO and shall serve as CEO of Parent, reporting directly to the Board of Directors of Parent (the "Board"). Executive will serve as a member on the Board (without additional compensation) if and as elected thereon. In the position as CEO, the Executive shall have such duties, authorities and responsibilities as are customary for an employee in such position, and such other duties, authorities an...d responsibilities as may reasonably be assigned to the Executive from time to time by the Board. The Executive's principal place of employment shall be at the Company's headquarters located in Boca Raton, Florida or such other place as approved by the Board. (b) TERM. Subject to Section 5, the Executive will be employed hereunder commencing on the Effective Date and ending on the third (3rd) anniversary thereof (the "Employment Term"), which Employment Term will automatically extend for successive one-year periods unless either party provides written notice of non-renewal to the other party at least 60 days prior to the expiration of the Employment Term (or any renewal period thereto). 1 (c) OTHER ACTIVITIES. During the Employment Term, the Executive shall devote substantially all of the Executive's business time, energy, knowledge and skill to the performance of the Executive's duties with the Company and Parent, provided that the foregoing shall not prevent the Executive from engaging in any non-Company activity so long as such activity, individually, or together with any other non-Company activity, does not pose a conflict of interest or interfere with Executive's performance of his duties under this Agreement and does not violate the restrictive covenants set forth herein or in any exhibit hereto or in any other agreement between Executive and the Company or Parent, in each case, whether directly or indirectly. The Board has determined that the Executive shall not be prohibited from the activities set forth on Schedule 1 of this Agreement. View More