Positions and Duties Contract Clauses (1,756)

Positions and Duties. (a) Unilife will employ Ryan as Senior Vice President, General Counsel and Secretary and Ryan agrees to serve in such capacity for Unilife with responsibility for Unilife's legal affairs and such other duties as are assigned to him by the Chief Executive Officer ("CEO") of Unilife, and shall have vested in him the authority and duties typically held by an employee in such position. Ryan shall report to the Chief Executive Officer with respect to the performance of these duties and shall be a mem...ber of the Executive Team. In the performance of these duties, Ryan shall devote his knowledge, skill, attention, energies and all of his business time, and shall comply with all of Unilife's policies, rules, and procedures, as they may be amended from time to time. Ryan shall not engage in any endeavor that would conflict with the rendition of his services to Unilife, either directly or indirectly, without the prior written consent of Unilife's CEO; provided, however, Ryan may participate in civic, charitable, educational, industry and professional organizations, to the extent that such participation does not unreasonably interfere with the performance of his duties hereunder; and Ryan may also serve on corporate boards and committees, but only with the prior written consent of Unilife's CEO. 3 (b) Notwithstanding the responsibilities and duties contained in Section 2(a) above, Ryan acknowledges that all material decisions relating to the management of Unilife's business will be made by the CEO or the Board of Directors of Unilife. In addition, any decisions which have the capacity to affect significantly the financial standing of Unilife must be referred to the CEO or Board of Directors of Unilife who will have ultimate control in respect of these matters. View More

Positions and Duties. As of the Effective Date, Executive shall serve as the Executive Vice President and Chief Financial Officer of the Employer. In such positions, Executive shall report directly to the CEO of the Employer except, where appropriate and/or required by the rules of the New York Stock Exchange, Employer's charter documents and/or other applicable rule or regulation, to the Board of Directors of Employer and/or Employer's Audit Committee. Executive shall have the customary authority, responsibilities a...nd duties of such position(s), subject to the direction and definition of such authority, responsibilities, and duties from time to time by Employer. During the Employment Term, Executive will devote all of his business time and efforts to the performance of his duties hereunder. Executive shall be subject to all of the employment and personnel policies and procedures in effect from time to time and applicable to executive employees of Employer. Executive's regular place of employment during the Employment Term shall be at Employer's executive offices in Lexington, Fayette County, Kentucky, and Executive shall engage in such travel as may be reasonably required in connection with the performance of his duties hereunder. View More

Positions and Duties. a) Title. The Company hereby agrees to continue to employ the Executive to serve as the President and Chief Executive Officer of the Company, subject to the power of the Board of Directors of the Company (the "Board") to expand, limit or otherwise alter such duties, responsibilities, title, position and authority. b) Reporting Relationships and Duties. The Executive shall: (i) report to the Board; and (ii) be responsible for managing the business of the Company and shall have all duties, authori...ties, and responsibilities commensurate with those of persons in similar capacities in similarly sized companies, and such other duties, authorities, and responsibilities as may reasonably be assigned to the Executive by the Board. Additionally, if nominated to serve as a director of the Company, or of any Company affiliate, Executive shall accept such nomination and, if elected, shall serve as a director for no additional compensation beyond what is provided under this Agreement. c) Full-Time Commitment/Policies. Throughout the Executive's employment, the Executive shall devote substantially all of his professional time to the performance of his duties of employment with the Company (except as otherwise provided herein) and shall faithfully and industriously perform such duties. The Executive will be required to comply with all Company policies as may exist and be in effect from time to time. d) Executive Representations. The Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade secrets, proprietary information, or intellectual property in which any other person has any right, title or interest and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person. View More

Positions and Duties. The Employee shall be employed, as Executive Vice President and Chief Financial Officer of the Company and the Bank, to perform such services in that capacity as are usual and customary for comparable institutions and shall from time-to-time be established by the Chief Executive Officer and/or the Board of the Directors of the Company and the Bank. The Employee agrees that he will devote his full business time and efforts to his duties hereunder.

Positions and Duties. The Executive shall serve as the Chief Executive Officer of the Company and shall have responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company (including any committee of the Board of Directors, the "Board"), commensurate with the customary scope and authority of the Executive's position. The Executive shall devote the Executive's full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Execut...ive may engage in religious, charitable or other community activities as long as such activities are disclosed to the Board and do not interfere with the Executive's performance of the Executive's duties to the Company. Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, the Executive may continue to perform such Board-approved outside professional activities as are set forth on Exhibit A attached hereto. Executive represents that Exhibit A attached hereto is a comprehensive list of all outside professional activities with which Executive is currently involved. View More

Positions and Duties. (a) Employee shall initially serve as Chief Financial Officer and shall be responsible for such duties as are normally performed by a Chief Financial Officer in companies similarly situated with the Company, and such other duties, consistent with the duties customarily performed by a Chief Financial Officer as may be reasonably prescribed by the Board of Directors of the Company or the Chief Executive Officer of the Company. (b) Employee shall devote his reasonable best efforts and his full busi...ness time and attention (except for permitted vacation periods, periods of illness or other incapacity) to the business and affairs of the Company. View More

Positions and Duties. a. Position. The Company hereby agrees to employ you and you agree to be employed by the Company as its "Chief Executive Officer," which is an executive position, and/or such other positions as the Company's Board of Directors (the "Board") and/or Board of Directors may from time to time designate. In performance of your duties, you shall be subject to the direction of, and be reporting directly to the Company's Board of Directors; anything herein to the contrary notwithstanding, you will immedi...ately resign from any or all positions held by you at such time if so requested by the Board of Directors. b. Duties. During the term of this Agreement, you shall devote substantially all of your full time efforts, professional attention, knowledge, experience, and skills as necessary to fulfill your duties pursuant to this Agreement and the fulfillment of your responsibilities in accordance with your position or positions with the Company. You shall render such services as are consistent with those of a "Chief Executive Officer" (or, such other position as may be held by you) of a corporation of comparable stature and shall perform all duties incident to such office and all such further similar duties that may from time to time be assigned to you by the Board. For purposes of clarity, except with respect to subsidiaries of the Company, you may not render executive services to, or serve as a director of, any other Person without the prior approval of the Board. However, nothing in this Paragraph 1(b) shall be construed as preventing you from pursuing any of the following: (i) investing and managing your personal assets and investments, so long as such assets and investments are not in businesses which are in direct competition with the Company or otherwise present a conflict of interest with the Company; (ii) participating in civic, charitable, religious, industry and professional organizations and functions. Jesse Gonzalez April 1, 2012 Re: Employment Agreement Page | 2 Without limiting the generality of the foregoing, your principal duties shall include, but are not limited to: i. Leading business development and corporate strategy. ii. Working with President and CFO to develop business plan, budgets and forecasts. iii. Oversight of Administrative Efforts, Coordinating with Vendors and Strategic Business Partners. iv. Oversight and Implementation of Corporate Policies and Procedures. v. Acting as executive management representative to the Board. c. Travel. You shall be available to travel as the needs of the Company's business reasonably requires. d. Code of Ethics. During your employment with the Company you agree to adhere to the ePunk, Inc. Code of Ethics and Business Conduct, a copy of which is attached hereto as Appendix A. Your employment is subject to you executing and returning a copy of the Company's Code of Ethics and Business Conduct to the Board within ten (10) business days. View More

Positions and Duties. Executive shall serve as the Company's Executive Vice President, Marketing. Executive shall perform such duties of an executive, managerial and reporting nature customary to such position, and as reasonably assigned to him, from time to time, by the Company's Chief Executive Officer (the "CEO"), to whom Executive shall report. Executive shall devote Executive's full business time and attention to the performance of Executive's duties hereunder and shall not engage in any other business, professi...on or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services, either directly or indirectly; provided, that nothing herein shall preclude Executive from (i) with the prior written consent of the Board, serving on the board of directors of other for-profit companies that do not compete with the Company, (ii) serving on civic or charitable boards or committees, and (iii) managing personal investments, so long as all such activities described in (i) through (iii) herein do not materially interfere with the performance of Executive's duties and responsibilities under this Agreement. View More

Positions and Duties. (a) Executive will faithfully and diligently serve the Company to the best of his ability in his positions as President, Chief Financial Officer and Principal Accounting Officer and as a member of the Board of Directors (the "Board") and in the performance of such other duties and responsibilities as the Company may assign to him. (b) Executive will devote his full professional time, attention, and energies to the performance of his duties for the Company, and will not, during his employment und...er this Agreement, engage in any other business activity, whether or not for profit, except for passive investments in firms or businesses that do not compete with the Company, without the advance written and signed consent of the Company. Notwithstanding this Section 2(b), Executive will be permitted to serve as a director of not for profit and for profit businesses that do not compete with the Company. (c) Executive warrants that during the term of his employment under this Agreement, he will not do any act or engage in any conduct, or permit, condone, or acquiesce in any act or conduct of other persons, that he knew or should have known could cause the Company to be in violation of any law or statute, and Executive agrees to indemnify and hold the Company harmless against any and all liabilities, claims, damages, fees, losses, and expenses of any kind or nature whatsoever attributable directly or indirectly to a violation of this warranty. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including without limitation, those described in the Company's employee handbook and Code of Conduct and Ethics. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company. View More

Positions and Duties. Duties. The Company's Board of Directors (the "Board") has ratified the appointment of, and hereby employs Executive as, the Company's "Chief Financial Officer" (an exempt position). During Executive's employment with Company ("Executive's Employment"), Executive shall report directly to the Company's Chief Executive Officer (the "CEO"). In such a position, Executive's duties, authority and responsibilities shall include, but will not be limited to, those customary and commensurate with Executiv...e's position. Additionally, Executive's duties, authority, and responsibilities shall be determined from time to time by the CEO, provided that such duties, authority, and responsibilities are consistent with Executive's position. b. Devotion of Time. During Executive's Employment, Executive shall devote substantially all of Executive's business time and attention to the performance of 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 CEO. 2 3. Place of Performance. The principal place of Executive's employment shall be Irvine, California ("Principal Place of Business"), provided that Executive may be required to travel on Company business during Executive's employment with the Company. If the Company requests Executive to relocate more than 30 miles, and if Executive agrees to such request, then the Company will pay for Executive's reasonable and necessary costs of relocation (e.g., moving expenses, real estate commissions, and fees incurred in selling a home, temporary lodging, and airfare). View More