Positions and Duties Contract Clauses (1,756)

Positions and Duties. The Executive shall hold the position of Chief Medical Officer. The Executive will have such powers and duties as may from time to time be prescribed by the Company's Chief Executive Officer (the "CEO") or another designated Company executive. The Executive shall devote his full working time and best efforts, skill, knowledge, attention and energies to the business and affairs of the Company and to the performance of the Executive's duties and responsibilities as an employee of the Company. Whil...e the Executive renders services to the Company, he will not engage in any other employment, consulting or other business activity (whether full-time or part-time) without prior written authorization from the CEO. Notwithstanding the foregoing, the Executive may engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executive's performance of his duties to the Company. The Executive reaffirms that he has no contractual commitments or other legal obligations that would prohibit him from fully performing his duties for the Company. The Executive shall be based at the Company's headquarters, currently in Cambridge, Massachusetts. View More

Positions and Duties. (a) Title; Responsibilities. During the Employment Period, the Executive will serve as the Senior Vice President, Chief Financial Officer and Treasurer of DeVry Group 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 comparable positions in corporations of similar size and scope to DeVry Group in DeVry Group's industry. The Executive shall report to the CEO or the CEO's designee. In this trusted, executive position, the Executive will be given access to DeVry Group'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 DeVry Group's Code of Business Conduct and Ethics. 1 3. Compensation. (a) Base Salary. The Executive's Base Salary under this Agreement shall be at the initial rate of $410,000. The Executive's Base Salary will be paid by DeVry Group in substantially equal bi-weekly installments. The Base Salary will be reviewed annually by the CEO in coordination with the Compensation Committee and upon such review the Base Salary may be increased by the CEO in coordination with the Compensation Committee (but subject to any applicable DeVry Group policy, law, or exchange listing requirement); provided, however, the Base Salary under this Agreement, including as subsequently adjusted upwards, may not be decreased thereafter except in the case of an across-the-board percentage reduction in base salaries of executives at the Executive's level affecting such executives equally. All amounts payable to the Executive under this Agreement will be subject to all required withholding by DeVry Group. (b) Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by DeVry Group, the Board and/or Compensation Committee as necessary and appropriate to comply with DeVry Group policy, applicable law, or exchange listing requirements, under DeVry Group's equity award plan(s) covering executives at the Executive's level, as in effect from time to time. View More

Positions and Duties. (a) Executive Positions. In your capacity as an independent consultant to the Company hereunder, you shall be appointed by the Company to serve as its Vice President – Regulatory & Clinical Affairs and/or to such other positions as the Company's Board of Directors (the "Board") may from time to time designate (collectively, the "Executive Positions"); your services hereunder shall include, but not be limited to, the preparation of the Company's 510(k) premarket notification to the Food and Drug ...Administration. In performance of your duties, you shall be subject to the direction of, and be reporting directly to the Company's President and Chief Executive Officer and the Company's Board of Directors; anything herein to the contrary notwithstanding, if requested by the Board, you will immediately resign from any Executive Positions in which you may be serving at such time. Your execution of this Agreement constitutes your acceptance of your appointment as the Company's Vice President – Regulatory & Clinical Affairs. (b) Part Time Efforts. While you agree to devote as much of your efforts, professional attention, knowledge, and experience as may be necessary to carry on your duties pursuant to this Agreement and the fulfillment of your responsibilities in accordance with the Executive Positions, it is acknowledged that your engagement is on a "part-time" basis. Subject further to Paragraph 19(d) hereof, you may render services to, or serve as a director of, any other Person without the prior approval of the Board, so long as such services do not create a conflict of interest with you fulfilling your responsibilities in your Executive Positions. (c) Travel. Upon reasonable notice, you shall be available to travel as the reasonable needs of the Company's Business require. The Company shall reimburse you for reasonable costs associated with your travel on behalf of the Company. (d) Code of Ethics. You agree to abide by the Code of Ethics and Business Conduct, a copy of which is attached as Appendix A hereto. 1 2. At-Will Engagement as a Consultant. Anything herein to the contrary notwithstanding, your engagement as a consultant with and by the Company is an "at-will engagement" arrangement and may be terminated by you or the Company at any time, with or without cause, and for any reason whatsoever, upon written notice as provided in Paragraph 10 hereof. View More

Positions and Duties. The Executive shall serve in the position and with the duties and title set forth in Schedule 1 attached hereto during the Employment Period. In such capacity, the Executive shall have the normal duties, responsibilities, and authority of such position, subject to the power of the Executive's "Reporting Officer" as designated in Schedule 1, the Company's Chief Executive Officer to reasonably expand or limit such duties, responsibilities and authority. The Executive shall report to the Reporting ...Officer designated in Schedule 1. The Executive shall devote the Executive's best efforts and full business time and attention to the business and affairs of the Company; provided, however, that the Executive may, to the extent such participation or service does not materially interfere with the performance of the obligations described in this Agreement, participate in charitable, civic, political, social, trade, or other non-profit organizations. View More

Positions and Duties. (a) Position; Responsibilities. During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of a chief executive officer, subject to the power and authority of the board of directors (the "Board") of Acadia, to expand or limit such duties, responsibilities, functions and authority within the scope of duties, responsibilities, functions and authority associated with the position of Ch...ief Executive Officer and to overrule actions of officers of the Company. During the Employment Period, Executive shall be Chairman of the Board. (b) Reporting; Performance of Duties. Executive shall report to the Board and devote his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Acadia and the Subsidiaries. So long as Executive is employed by the Company, Executive shall not, without the prior written consent or approval of the Board, perform other services for compensation. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of for-profit companies or businesses which are not directly competitive with the Company or any Subsidiary (provided that the prior written consent of the Board shall not be required for Executive to serve as a member of the boards of directors or advisory boards (or their equivalents) of the companies listed on Schedule 2(b)), (ii) engaging in charitable activities and community affairs (including serving as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of not-for-profit, charitable or community organizations which are not directly competitive with the Company or any Subsidiary); provided, however, the activities set out in clauses (i) and (ii) above shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. For the avoidance of doubt, so long as Executive is employed by the Company, Executive shall not provide any services to any company or business that is directly competitive with Acadia or the Subsidiaries (whether for-profit or not-for-profit) without the prior written consent of the Board. View More

Positions and Duties. At all times during the Term, the Executive shall (i) serve as Executive Vice President and Chief Banking Officer and, in such capacities, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other duties as the Board may assign to him/her from time to time, (ii) diligently and conscientiously devote his/her full and exclusive business time, energy, and ability to his/her duties and the business of the Employing Companies, (iii) serve as a mem...ber of the Board (if elected by shareholders), (iv) serve as a member of any Employer board, as required by the Board, and (v) comply with all directions by the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Employing Companies. Notwithstanding the preceding provisions, the Executive may serve as a non-employee director, a volunteer, or in other such capacities for other entities not in competition with the Company's Business. View More

Positions and Duties. During the period which the Executive is employed pursuant to this Agreement (the "Employment Period"), the Executive shall serve as the President and Chief Business Officer of the Company, and shall have responsibilities and duties consistent with such position and such other responsibilities and duties which are not inconsistent with the Executive's skills and experience or his ability to discharge his responsibilities as the President and Chief Business Officer as may from time to time be pre...scribed by the Chief Executive Officer of the Company (the "CEO"). The Executive shall devote the Executive's full working time and efforts to the business and affairs of the Company, except as otherwise permitted under Section 3(b)(i). Notwithstanding the foregoing, the Executive may engage in charitable or other community activities, as long as such services and activities are disclosed to the Board of Directors of Parent (the "Board") and do not materially interfere with the Executive's performance of the Executive's duties to the Company as provided in this Agreement. During the Employment Period, the Executive's principal place of employment will be in the Greater Boston, Massachusetts area; however, the Company may require the Executive to travel temporarily to other locations in connection with the Company's business. View More

Positions and Duties. The Executive shall serve as President of the Company with responsibilities and authority as may from time to time be assigned by the Chief Executive Officer and/or the Board of Directors of the Company. Executive agrees to perform faithfully and industriously the duties which the Company may assign to him.

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 Financial Officer so directs. The Executive 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, be involved in charitable and professional activitie...s (including serving on charitable and professional boards), and, with the consent of the Board, serve on not more than two boards of directors and advisory committees of public companies (including service on the Board of the Company), so long as such service does not materially interfere with the performance of the Executive's duties hereunder or violate Section 9 hereof. View More

Positions and Duties. (a) Position. The Company hereby engages Executive as the Chief Financial Officer of the Company. As such, he shall report directly to the Chief Executive Officer of the Company and have all the responsibilities, duties and authority reasonably expected of a chief financial officer and such other lawful duties consistent with the position and authority of a chief financial officer as may be assigned from time to time by the Chief Executive Officer. In addition, without further compensation, Exec...utive shall also serve as a director and/or officer of the Company or one or more of the Company's subsidiaries or affiliates if so elected or appointed from time to time. Upon termination of his employment with the Company for any reason, at the written request of the Company, the Executive shall resign from any other positions, offices and directorships he may have with the Company or any of its subsidiaries or affiliates. (b) Obligations to the Company. Executive shall devote his full business energies, interests, abilities and productive time to his position. Executive may accept appointment to other corporate and charitable boards with the consent of the Company, which consent will not be withheld if service on such other boards would not materially interfere with his service to the Company. (c) Right to Provide Services; Conflict of Interest. Executive hereby represents and warrants to the Company that (i) he has full right and authority to enter into this Agreement and to perform his obligations hereunder, and (ii) the execution and delivery of this Agreement by Executive and the performance of his obligations hereunder will not conflict with or breach any agreement, order or decree to which he is a party or by which he is bound. (d) Location. Executive will perform his duties at his home office or in office space leased by the Company in or near Berwyn, Pennsylvania. In addition, Executive will be required to travel as reasonable necessary to manage the Company's operations and staff in its Raleigh-Durham, North Carolina office. View More