Positions and Duties Contract Clauses (1,756)

Positions and Duties. You will continue to serve as the President and Chief Executive Officer ("CEO") of the Company. In this capacity, you will have control over and responsibility for the day-to-day business and affairs of the Company and the authority and duties customarily assigned to the President and CEO roles, as well as such other duties and responsibilities as may from time to time be prescribed by the Board of Directors (the "Board"). You will serve on the Board as long as you are President and CEO of the C...ompany and will resign upon the termination of your employment for any reason. You further agree to recuse yourself from any Board meeting or portion of a Board meeting concerning the terms of your employment or its continuation or possible termination. You shall use your best efforts and devote your full working time to performing your responsibilities for the Company. Notwithstanding the foregoing, you may serve on other boards of directors or undertake other professional or charitable activities if (i) they do not conflict with any of your obligations to the Company and (ii) such activities are approved by the Board or its Executive Committee. You may also undertake charitable activities without the approval of the Board or its Executive Committee if (i) they do not conflict with any of your obligations to the Company and (ii) they do not involve a material time commitment, individually or in the aggregate. View More

Positions and Duties. (a) Responsibilities. The Executive will report to the Company's Board of Directors (the "Board"). Within the limitations established by the Bylaws of the Company, the Executive shall have each and all of the duties and responsibilities customarily associated with the position of President and Chief Executive Officer and such other or different duties on behalf of the Company as may be assigned from time to time by the Board. (b) Devotion of the Executive's Time. The Executive shall devote his f...ull 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(a) hereof, unless otherwise approved by the Board. The Executive shall perform the Executive's duties and responsibilities to the Company diligently, competently, faithfully and to the best of his ability. Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc., IRS Employer Identification No. 30-0793665 Confidential treatment requested with respect to certain portions hereof denoted with "***" (c) Representations. The Executive represents and warrant 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. the Executive acknowledges that this representation and warranty is a material inducement to the Company entering into this Agreement and in the event the Executive breaches this representation and warranty, the Executive agrees to indemnify and hold harmless the Company from any and all claims, actions, losses, damages, including, but not limited to, reasonable attorney's fees and expenses incurred by the Company as a result of such breach. View More

Positions and Duties. The Executive shall serve as Senior Vice President, Chief Accounting Officer , with such duties and responsibilities with respect to the Company and its Affiliates as the Company's Chief Executive Officer ("CEO") or Board of Directors (the "Board") shall reasonably direct. The Executive shall serve without additional compensation as director and/or officer for such Affiliates of the Company as the Board shall request consistent with Executive's position hereunder. The Executive shall faithfully,... honestly and diligently serve the interests of the Company; shall comply with such lawful employment, workplace and other policies as the Company shall promulgate from time to time; and shall devote substantially all of his business time, attention and efforts, toward the performance of his duties under this Agreement. Notwithstanding the foregoing, the Executive may manage his personal investments and be involved in charitable and unremunerated professional activities (including serving on charitable and professional boards), so long as such service does not materially interfere with the performance of the Executive's duties hereunder or violate Section 9 hereof. 5 4. Place of Performance. In connection with his employment during the Term, the Executive shall be based at the Company's offices in New York, New York, except for necessary travel on the Company's business. View More

Positions and Duties. The Company agrees to continue to employ the Executive and the Executive hereby agrees to continue to be employed by the Company, upon the terms, conditions and limitations set forth in this Agreement. The Executive shall serve as the Company's President - Americas Division, with the customary duties, authorities and responsibility of such position of a publicly-traded corporation and such other duties, authorities and responsibility (a) as have been agreed upon by the Company and the Executive ...or (b) as may from time to time be delegated to the Executive by the Board, the Chairman of the Board, the Company's Chief Executive Officer or any other executive to whom the Executive reports as are consistent with such position. The Executive agrees to perform the duties and responsibilities called for hereunder to the best of his ability and to devote his full time, energies and skills to such duties, with the understanding that he may participate in charitable and similar activities and may have business interests in passive investments which may, from time to time, require portions of his time, but such activities shall be done in a manner consistent with his obligations hereunder. View More

Positions and Duties. During the Term, the Executive shall serve as Executive Vice President of each of the Company and its subsidiary, TransDigm, Inc. ("TransDigm"), with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Chief Executive Officer. During the Term, the Executive shall devote substantially all his working time and efforts to the business and affairs of the Company and TransDigm; provided, that it shall not be considered a violation of the ...foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees, and (ii) manage his personal investments, so long as none of such activities significantly interferes with the Executive's duties hereunder. View More

Positions and Duties. (a) During the Employment Period, Executive shall serve as Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or ele...ct Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive's employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company at the expiration of Executive's then-current term. Executive shall serve as a member of the Board of Directors of BHI and the Company and as an officer and director of any of BHI's other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (c) During the Employment Period, Executive shall devote Executive's reasonable best efforts and Executive's full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and its respective subsidiaries and affiliates. Executive shall perform Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy and business-like manner. However, Executive may continue to serve as a member of the board of directors of the non-profit corporations on which he serves on the Effective Date and may become a member of the board of directors of any other non-profit corporations and, further, after the first anniversary of the Effective Date, Executive may, with the consent of the Board of Directors of BHI (which consent shall not be unreasonably withheld), serve as a director of up to two (2) for-profit corporations. (d) Executive shall perform Executive's duties and responsibilities from the Company's headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the "Principal Office"). (e) Executive as the Chief Executive Officer of BHI shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company's employees, to the extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors of BHI. View More

Positions and Duties. (a) During the Employment Period, the Executive shall be employed as the Executive Vice President, Chief Financial Officer and Treasurer in Louisville, Kentucky, subject to such changes in title as may be proposed by the Board or the Chief Executive Officer and consented to by the Executive. The Executive shall report to the Chief Executive Officer of the Company and shall perform such duties for the Company as are related typically to the office of Executive Vice President, Chief Financial Offi...cer and Treasurer, in the manner reasonably directed by the Chief Executive Officer of the Company, in his discretion. During the Employment Period, but excluding any periods of vacation and absence due to intermittent illness to which the Executive is entitled, and any services on corporate, civic or charitable boards or committees, lectures, speaking engagements or teaching engagements that are approved by the Executive's direct supervisor and that do not significantly interfere with the performance of the Executive's responsibilities to the Company or violating the provisions of Section 8, the Executive shall devote his full time and attention during normal business hours to the business and affairs of the Company and the Executive shall use reasonable efforts to carry out all duties and responsibilities assigned to him faithfully and efficiently. View More

Positions and Duties. Your initial job title with the Company will be Senior Vice President, Governmental Affairs and Chief Legal Officer, reporting to the Company's Chief Executive Officer. Your employment status with the Company will be that of a regular, full-time, exempt employee. Your responsibilities will include all duties customarily associated with your position, as well as any additional duties assigned to you by your supervisor or the Company. The Company may modify your job title, work location, duties, a...nd responsibilities from time to time as it deems necessary. View More

Positions and Duties. Employee shall serve as the Company's Chief Operating Officer. Employee will report to the Company's CEO and Board of Directors. Employee shall have such duties and authority consistent with this position as described in Attachment A and as may be reasonably modified at the Company's discretion and assigned to him from time to time by the Company. Employee agrees to use his best efforts to perform his duties for the Company diligently and to the best of his ability. Employee shall work exclusive...ly for the Company and will not undertake, either as an owner, director, shareholder, employee or otherwise, the performance of services for compensation (actual or expected) for any other entity without the express written consent of the Company's Board. During his employment with the Company, Employee agrees to: (a) devote all of his business time and attention to performing his duties under this Agreement; (b) serve the Company at all times faithfully, diligently and to the best of his ability; (c) use his best efforts to promote the success of the Company's business; (d) cooperate fully in the advancement of the best interests of the Company; and (e) comply with all policies, procedures, and practices established by the Company from time to time and perform services in accordance with all applicable laws. View More

Positions and Duties. During the Term, Employee shall serve as Chief Financial Officer of the Company, and perform such duties as are consistent with this position. The Employee shall report to the Chief Executive Officer of the Company. During the Term, Employee shall also hold such additional positions and titles as the Chief Executive Officer or the Board of Directors of the Company (the "Board") may determine from time to time. During the Term, Employee shall devote his full business time to his duties as the Chi...ef Financial Officer of the Company. Notwithstanding the foregoing, the Company hereby acknowledges that it consents to Employee's participation in those outside activities described on Exhibit A hereto. During the Term of this Agreement, Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Employee to be adverse to the Company, its business or prospects, its financial position, or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its affiliates. On termination of Employee's employment, regardless of the reason for such termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Employee may hold in the Company or any affiliate, unless otherwise agreed in writing by the parties. View More