Position Duties Responsibilities Contract Clauses (55)
Grouped Into 3 Collections of Similar Clauses From Business Contracts
This page contains Position Duties Responsibilities clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall make himself reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request from the Company. b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an in...dependent contractor, and not the employee, agent, joint venture, or partner of the Company for any purposes whatsoever. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated.View More
Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall devote Advisor's commercially reasonable efforts and attention to the performance of the Services for the Company on a timely basis. Advisor shall also make himself reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request and... notice from the Company. b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an independent contractor, and not the employee, agent, joint venture, venturer, or partner of the Company for any purposes whatsoever. Advisor is skilled in providing the Services. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, under any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated. 1 3. Compensation, Benefits, Expenses. a. Compensation. As full and complete consideration of the Services to be rendered hereunder, the Company shall pay Advisor the Compensation described on Exhibit A attached hereto. b. Reimbursement of Expenses. Company shall promptly reimburse Advisor for any reasonable costs and expenses incurred by Advisor in connection with any Services specifically requested by Company and actually performed by Advisor pursuant to the terms of this Agreement. Each such expenditure or cost shall be reimbursed only if (i) with respect to costs or expenditures in excess of $100, individually, Advisor receives prior approval from the Company's CEO or CFO or other executive for such expenditure or cost, and (ii) with respect to costs or expenditures of any amount. Advisor furnishes to Company adequate records and other documents reasonably acceptable to Company evidencing such expenditure or cost. c. Restrictions on Transfer of Company Securities. The Advisor understands and agrees that he shall be bound any state or federal securities laws applicable to the ownership or transfer of any Company capital stock or other Company securities, including rights to acquire Company capital stock or other securities (all of the foregoing are collectively referred to herein as "Company Securities") that may be obtained by Advisor in the course of Advisor's provision of Services to the Company. d. Foreign Members of Advisory Board. If the Advisor is not a citizen of the U.S., the Advisor must represent to the Company as a condition of Advisor's receipt or acquisition of any Company Securities that the Advisor is satisfied as to the full observance of the laws of the Advisor's jurisdiction in connection with the relevant acquisition or receipt of Company Securities, including: (i) the legal requirements of the Advisor's jurisdiction for such transaction; (ii) any foreign exchange restrictions applicable to such transaction; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Company Securities, and (v) the Advisor's ownership of the shares will not violate any applicable securities or other laws of the Advisor's jurisdiction. Further, any Advisor who is not a "U.S. Person" (as defined below), must represent and warrant to the Company that: (a) The Advisor is not a "U.S. Person" as that term is defined in Rule 902 of Regulation S of the Securities Act ("Regulation S"); (b) The Advisor and/or any person acting on his behalf have not engaged and will not engage in any directed selling efforts within the meaning of Regulation S with respect to the Company Securities and (c) The Advisor is not receiving the Company Securities for the account of or benefit of a U.S. Person. View More
Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall make himself reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request from the Company. b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an in...dependent contractor, and not the employee, agent, joint venture, or partner of the Company for any purposes whatsoever. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated. 1 4. Compensation, Benefits, Expenses. a. Compensation. As consideration for certain of the Services to be rendered by Advisor hereunder, the Company shall pay Advisor the Compensation as defined on Exhibit A attached hereto. b. Reimbursement of Expenses. The Company shall promptly reimburse Advisor for any reasonable costs and expenses incurred by Advisor in connection with any Services specifically requested by the Company and actually performed by Advisor pursuant to the terms of this Agreement. Each such expenditure or cost shall be reimbursed only if: (i) with respect to costs in excess of $100, individually, Advisor receives prior approval from the Company's CEO or CFO or other executive for such expenditure or cost, and (ii) with respect to costs in less than $100, individually, provided Advisor furnishes to the Company adequate records and other documents reasonably acceptable to the Company evidencing such expenditure or cost. Company shall reimburse Advisor for any reasonable expenses incurred by Advisor in connection with his in-person attendance at a Company board meeting, such expenses to include transportation, airline flights, hotels, and meals. View More
Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to to, the Services described on Exhibit A attached hereto. Advisor shall devote Advisor's commercially reasonable efforts and attention to the performance of the Services for the Company on a timely basis. Advisor shall also make himself reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request... and notice from the Company. 1 b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an independent contractor, and not the employee, agent, joint venture, venturer, or partner of the Company for any purposes whatsoever. Advisor is skilled in providing the Services, To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated. Advisor further warrants and represents that he has not relied upon nor will relay upon the Company or any of its officers, directors, attorneys, employees. agents and other representatives for any tax advice and that Advisor has his/her own professional advisors for all legal and tax matters. View More
Position Duties Responsibilities. Position. The Employee shall render services to the Company, including serve as a President, Oak Street Health, and shall perform all services as may reasonably be assigned by the Company. The Employee's principal place of employment shall be at any location decided by the board of directors of the Company (the "Board"). The Employee shall devote Employee's best efforts and full time attention to the performance of Employee's duties. Other Activities. Except upon the prior written consent of the... Board, the Employee shall not (i) accept any other employment, (ii) engage, invest or assist, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be in conflict with, or that might place the Employee in a conflicting position to that of the Company or (iii) act as the legal representative or an executive officer of another company (excluding any affiliates of the Company). Advance Notice of Prospective Employment. Employee agrees that following the termination of Employee's employment, prior to accepting employment with, or agreeing to perform services for, any entity that competes with the Company, Employee will notify the Company in writing of Employee's intentions so as to provide the Company with the opportunity to assess whether Employee's employment or retention may potentially violate any provisions of this Agreement. 1 3. Compensation and Paid Time Off. In consideration of the services to be rendered under this Agreement, including the post-employment obligations set forth in Exhibit A, the Employee shall be entitled to the following: a. Base Salary. The Company shall pay the Employee a "Base Salary" of US $309,000 per year, in accordance with the Company's payroll practice, which currently provides for 26 bi-weekly installments. Salary Adjustment. The Employee's Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company. Benefits. The Employee shall be eligible to participate in the benefits made generally available by the Company to similarly-situated employees, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company's sole discretion. Bonus. The Employee shall be eligible to receive bonuses as determined by the Board in its sole discretion. Paid Time Off. The Employee shall be entitled, in addition to applicable statutory public and Company designated holidays, to take paid time off and paid sick time in accordance with the Company's Employee Handbook, as it may change from time to time. Incentive Units. The Employee may be eligible to receive up to 5000 Incentive Units, subject to the terms of the Oak Street Health LLC Equity Incentive Plan Unit Award and Contribution Agreement.View More
Position Duties Responsibilities. Position. The Employee shall render services to the Company, including serve as a President, Oak Street Health, the Chief Financial Officer, and shall perform all services as may reasonably be assigned by the Company. The Employee's principal place of employment shall be at any location decided by the board of directors of the Company (the "Board"). The Employee shall devote Employee's his best efforts and full time attention to the performance of Employee's his duties. Other Activities. Except ...upon the prior written consent of the Board, the Employee shall not (i) accept any other employment, (ii) engage, invest or assist, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be in conflict with, or that might place the Employee in a conflicting position to that of the Company or and Employee will notify company prior to investing in related businesses to ensure no conflictor (iii) act as the legal representative or an executive officer of another company (excluding any affiliates of the Company). Advance Notice of Prospective Employment. Employee agrees that following the termination of Employee's his employment, prior to accepting employment with, or agreeing to perform services for, any entity that competes with the Company, Employee he will notify the Company in writing of Employee's intentions so as to provide the Company with the opportunity to assess whether Employee's employment or retention may potentially violate any provisions of this Agreement. 1 3. Compensation and Paid Time Off. Holiday. In consideration of the services to be rendered under this Agreement, including the post-employment obligations set forth in Exhibit A, the Employee shall be entitled to the following: a. Base Salary. The Company shall pay the Employee a "Base Salary" of US $309,000 $210,000 per year, in accordance with the Company's payroll practice, which currently provides for 26 bi-weekly installments. Salary Adjustment. The Employee's Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company. Benefits. The Employee shall be eligible to participate in the benefits made generally available by the Company to similarly-situated employees, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company's sole discretion. Bonus. The Employee shall be eligible to receive bonuses as for a target bonus of 100% of Base Salary based on performance against plan and determined by the Board in its sole discretion. Paid Time Off. compensation committee of the Board. Incentive Units. The Employee shall be granted 46,000 Incentive Units, subject to the terms of Employee's Incentive Unit Purchase Award Agreement. Holidays. The Employee shall be entitled, in addition to applicable statutory public and Company designated holidays, to take 20 working days as paid time off holidays and 5 working days as paid sick time days in each full calendar year. If the Employee's employment commences or terminates part way through a calendar year, his entitlement to holidays will be assessed on a pro-rata basis in accordance with the Company's Employee Handbook, as it may change from time to time. Incentive Units. The Employee may be eligible to receive up to 5000 Incentive Units, subject to the terms of the Oak Street Health LLC Equity Incentive Plan Unit Award and Contribution Agreement.View More
Position Duties Responsibilities. At all times during the Retention Period, Employee will: (a) hold the same position with substantially the same duties and responsibilities as an executive of Nordson as Employee held immediately before the Change in Control, as those duties and responsibilities may be extended from time to time during the Retention Period by Nordson's Board of Directors (the "Board"); (b) observe all Nordson policies applicable to Nordson executive personnel; and (c) devote [his/her] business time, energy, and ...talent to the business of and to the furtherance of the purposes and objectives of Nordson to generally the same extent as Employee so devoted [his/her] business time, energy, and talent before the Change in Control. Nothing in this Agreement will preclude Employee from devoting reasonable periods of time to charitable and community activities or the management of Employee's investment assets provided those activities do not materially interfere with the performance of Employee's duties under this Agreement.View More
Position Duties Responsibilities. At all times during the Retention Period, Employee Executive will: (a) hold the same position with substantially the same duties and responsibilities as an executive of Nordson as Employee Executive held immediately before the Change in Control, Change-in-Control, as those duties and responsibilities may be extended from time to time during the Retention Period by Nordson's Board of Directors (the "Board"); (b) observe all Nordson policies applicable to Nordson executive personnel; and (c) devot...e [his/her] his business time, energy, and talent to the business of and to the furtherance of the purposes and objectives of Nordson to generally the same extent as Employee Executive did so devoted [his/her] business time, energy, and talent before prior to the Change in Control. Change-in-Control. Nothing in this Agreement will preclude Employee Executive from devoting reasonable periods of time to charitable and community activities or the management of Employee's Executive's investment assets provided those activities do not materially interfere with the performance of Employee's Executive's duties under this Agreement. View More