Position Contract Clauses (2,942)

Position. (a) You agree that the Company's offer to employ you is contingent upon the Company obtaining results of its investigation into your background that it determines in its sole discretion to be satisfactory. This Agreement shall not become effective until you report, ready, willing and able to work on March 27, 2017 April 15, 2019 ("Commencement Date"). During your employment with the Company pursuant to this Agreement, you will hold the title of Senior Vice President, Chief Scientific Medical... Officer. As the Senior Vice President, Chief Scientific Medical Officer you shall report directly to Ken Mills, President and CEO. the Chief Executive Officer. By signing this Agreement, you agree to perform the duties and fulfill the responsibilities normally inherent in the position of Senior Vice President, Chief Scientific Medical Officer and such other duties and responsibilities as may from time to time reasonably be assigned to you. You will be primarily located and working from our New York office, located at 400 Madison Avenue, New York, NY. For the first calendar year of your employment, you agree to spend four days per week at our Maryland, Corporate Headquarters office located in Rockville, MD, unless otherwise mutually agreed to in writing. (b) You agree that, to the best of your ability and experience, you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of your employment with the Company, you further agree that (i) you will devote substantially all of your business time and attention to the business of the Company, (ii) the Company will be entitled to all of the benefits and profits arising from or incident to all such business services, (iii) you will not render commercial or professional services of any nature to any person or organization outside of the Company without the prior written approval of the Board, Company's Board of Directors (the "Board"), and (iv) you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Notwithstanding the above, you may continue, on your own time, at your own expense and so as to not interfere with your duties and responsibilities at the Company to (i) subject to the prior approval of the Company's Chief Executive Officer, serve as a member of an advisory board or board of directors of other companies that are not competitive in any manner with the Company, (ii) accept speaking or presentation engagements in exchange for honoraria, and (iii) participate in civic, educational, charitable or fraternal organizations. This Agreement does not prevent you from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange and is a competitor or potential competitor of the Company. View More

Position. (a) You agree that will be employed to serve Vividion as Chief Scientific Officer effective February 1, 2020 (the "Start Date"), and you will report to the Company's offer to employ Chief Executive Officer. This is a full-time position. Unless otherwise agreed in writing by you is contingent upon and the Company obtaining results of its investigation into your background that it determines in its sole discretion to be satisfactory. This Agreement Company, you shall not become effective until... you report, ready, willing and able to work on March 27, 2017 ("Commencement Date"). During your employment with the Company perform services pursuant to this Agreement, you will hold Agreement at the title of Chief Scientific Officer. As the Chief Scientific Officer you shall report directly to Ken Mills, President and CEO. By signing this Agreement, you agree to perform the duties and fulfill the responsibilities normally inherent Company's headquarters in the position of Chief Scientific Officer and such other duties and responsibilities as may from time to time reasonably be assigned to you. (b) San Diego, California. You agree that, to the best of your ability and experience, you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. you. During the term of your employment with the Company, employment, you further agree that (i) you will devote substantially all of your business time and attention to the business of the Company, (ii) the Company will be entitled to all of the benefits and profits arising from or incident to all such business work services, (iii) you will not render commercial or professional services of any nature to any person or organization outside of the Company without the prior written approval of the Board, Company's Chief Executive Officer, and (iv) you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Notwithstanding the above, you may continue, on your own time, at your own expense and so as to not interfere with your duties and responsibilities at the Company to (i) subject to the prior approval of the Company's Chief Executive Officer, serve as a member of an advisory board or board of directors of other companies that are not competitive in any manner with the Company, (ii) accept speaking or presentation engagements in exchange for honoraria, and (iii) participate in civic, educational, charitable or fraternal organizations. This Agreement does not prevent you from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange and is a competitor or potential competitor of the Company. View More

Position. As Vice President of Finance and Administration, Chief Financial Officer, you will shall be responsible for managing the financial affairs day-to-day finance, fund raising and accounting functions of the Company under the and you will report directly subject to the direction of the Chief Executive Officer Officer, and restrictions imposed by, the board of directors from time to time. In addition, due to the size and stage of the Company. company you may be asked to participate in other company... activities including HR, IR and administrative matters. You agree to devote your full business time and attention to your work for the Company. Company, except as agreed in writing. Except upon the prior written consent of the Board of the Directors of the Company (the "Board"), you will not, during your employment with the Company, (i) accept or maintain any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with your duties and responsibilities as a Company employee or create a conflict of interest with the Company. View More

Position. As Vice President of Finance and Administration, CEO, you will be responsible for managing the financial affairs day to day operations and strategy of the Company and you will report directly to the Chief Executive Officer Board of Directors of the Company. Company (the "Board"). You agree to devote your full business time and attention to your work for the Company. Except upon the prior written consent of the Board of the Directors of the Company (the "Board"), Board, you will not, during your... employment with the Company, (i) accept or maintain any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with your duties and responsibilities as a Company employee or create a conflict of interest with the Company. Such consent will not be unreasonably withheld for up to two director positions at companies that do not compete with the Company. View More

Position. Your title will continue to be President and Chief Medical Executive Officer, and you will continue to report to the Company's Chief Executive Officer. Board. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full time or part-time) that would create a conflict of interest with the Company.

Position. Your position will be Executive Vice President and Chief Operating Financial Officer of the Company. (the "CFO"). You will have such duties as the Company's Board of Directors (the "Board") or Chief Executive Officer CEO determines. This is a full-time position. While you render services to During your employment with the Company, you will not engage in any other employment, consulting or other business activities (whether full-time or part-time); provided provided, that you may engage in the... activities listed on Exhibit A hereto and such other outside business activities that are approved by the Board (approval which will not be unreasonably withheld), in each case, provided case; provided, further, that such activities do not interfere with the performance of your duties to the Company and do not violate the Restrictive Covenant Agreement (as defined below). in Section 10). View More

Position. (a) The Beginning December 2, 2019, the Employee shall serve as President and Chief Technology Officer or "CTO" of the Company, shall directly report to the Board of Directors Chairman of the Company and shall have the professional duties and authority as the Board of Directors Chairman of the Company may from time to time prescribe. (b) The Employee agrees at all times during the term of his employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any... person, firm or corporation without written authorization of the Chairman, any Confidential Information as defined herein and in separate agreement(s) executed between the Parties on even date herewith. View More

Position. Executive will continue to serve as the Chief Business Officer of the Company and will report directly to the Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company or his or her delegate. (the "Board"). In addition to performing the duties and responsibilities associated with that position, from time to time the Company may assign to Executive other duties and responsibilities reasonable and consistent with such position. Executive agrees to devote... his full business time and best efforts to the performance of his duties and to the furtherance of the Company's interests. Executive also agrees that during his employment with the Company, he will not engage in any other employment, consulting or business services without the written consent of the Company; provided, however, that without such consent, Executive may engage in charitable or public service, so long as such activities do not interfere with the performance of his duties and obligations to the Company. The Company also expects that Executive will continue to serve, without the receipt of any additional compensation, as a member of the Board while employed as the Chief Executive Officer of the Company, subject to re-election by the Company's stockholders from time to time. The Company will use commercially reasonable efforts to nominate Executive for election to a seat on the Board for as long as Executive continues to serve as Chief Executive Officer, provided that the failure of the Company's stockholders to re-elect Executive will not be construed as a termination by Executive for "Good Reason" under Section 12(e)(i). View More

Position. Executive will continue to serve as the Chief Business Executive Officer and President of the Company and will continue to report directly to the Chief Executive Officer Board of Directors of the Company or his or her delegate. (the "Board"). In addition to performing the duties and responsibilities associated with that position, from time to time the Company may assign to Executive other duties and responsibilities reasonable and consistent with such position. Executive agrees to devote his her full business time and best efforts to the performance of his her duties and to the furtherance of the Company's interests. Executive also agrees that during his her employment with the Company, he she will not engage in any other employment, consulting or consulting, business services or board memberships without the written consent of the Company; provided, Board (provided that with respect to board memberships, such consent shall not be unreasonably withheld); provided further, however, that without such consent, Executive may engage in charitable or public service, so long as such activities do not interfere with the performance of his her duties and obligations to the Company. The Company also expects that Executive will continue to serve, without the receipt of any additional compensation, as a member of the Board while employed as the Chief Executive Officer of the Company, subject to re-election by the Company's stockholders from time to time. The Company will nominate Executive for election to a seat on the Board for as long as Executive continues to serve as Chief Executive Officer, provided that, notwithstanding any other provision of this Agreement, the failure of the Company's stockholders to re-elect Executive will not be construed as a termination by Executive for "Good Reason" under Section 13(g). View More

Position. The terms of your new position with the Company are as set forth below: (a) You shall serve as Chief Financial Executive Officer of the Company with such responsibilities responsibilities, duties and authority as are assigned to you by the Chief Executive Officer or designee after approval from the Company's Board of Directors. Directors (the "Board"), or its designee. These responsibilities shall include all activities related with implementation of the financial control and financial... management overall direction of the Company as well as data management set by the Board, including, planning, corporate policies, research and information technology as defined in the Schedule A "Duties". development, staffing, finance and operations. You shall perform such other duties and shall have authority consistent with your position as may be from time to time specified by the Board of Directors of the Company ("Board") and subject to the discretion of the Board. You shall report directly to the Chief Executive Officer Board and shall perform your duties for the Company at the Company's offices official place of business in New York City except for travel that may be necessary or appropriate in connection with the performance of your duties hereunder. The offices will be located in New York City at 546 Fifth Avenue, 14th Floor, New York, NY 10036. (b) You agree to devote your best efforts and substantially all of your business time to advance the interests of the Company and to discharge adequately your duties hereunder. You may hold up to one two board seat seats on a for-profit and not-for-profit board boards that does do not represent a conflict with the Company and subject to Board approval after review of the time commitment involved. View More

Position. The terms of your new position with the Company are as set forth below: (a) You shall serve as Chief Financial Executive Officer of the Company with such responsibilities duties and authority as are assigned to you by shall (i) be responsible for the Chief Executive Officer or designee after approval from the Board of Directors. These responsibilities shall include all activities related with the financial control and financial management of the Company as well as data management overall... direction of the Company, including, without limitation, strategy, planning, corporate policies, research and information technology as defined in the Schedule A "Duties". You shall development, staffing, finance and operations, (ii) perform such other duties and shall have authority consistent with your position as may be from time to time specified by the Board of Directors of the Company ("Board") and subject to the discretion of the Board. ("Board"). You shall report directly to the Chief Executive Officer Board and shall perform your duties for the Company at the Company's offices except for travel that may be necessary or appropriate in connection with the performance of your duties hereunder. The offices will initially be located in New York City at 546 Fifth Avenue, 14th Floor, New York, NY 10036. but will eventually be located in Stamford, CT by early 2013. (b) You agree to devote your best efforts and substantially all of your business time to advance the interests of the Company and to discharge adequately your duties hereunder. You may continue to hold up to one no more than two board seat seats on a for-profit and not-for-profit board boards that does do not represent a conflict with the Company and subject to Board approval after review of the time commitment involved. Specific Board approval will be required for any additional board commitments. View More

Position. As CFO, Chief Financial Officer of the Company, you will report to the Company's Chief Executive Officer of Parent (the "CEO") and have such powers and duties as may from time to time be prescribed by the CEO. You will be employed by the U.S. Subsidiary which will maintain and distribute employment-related records. You will also serve in a ministerial capacity as the Principal Financial Officer of the Parent which will be the S.E.C. registrant. This is a full-time employment position. It is... understood and agreed that, while you render services to the Company, you will not engage in any other employment, consulting or other business activities (whether full-time or part-time), except as expressly authorized in writing by the CEO. Notwithstanding the foregoing, you may engage in religious, charitable and other community activities so long as such activities do not interfere or conflict with your obligations to the Company. View More

Position. As CFO, CEO, you will report to the Company's Chief Executive Officer Board of Directors of the Company (the "CEO") "Board") and have such powers and duties as may from time to time be prescribed by the CEO. Board. You will also serve on the Board for so long as you remain CEO, provided that you shall be deemed to have resigned from the Board and from any related positions upon ceasing to serve as CEO for any reason. This is a full-time employment position. It is understood and agreed that,... while you render services to the Company, you will not engage in any other employment, consulting or other business activities (whether full-time or part-time), except as expressly authorized in writing by the CEO. Board. Notwithstanding the foregoing, you may engage in religious, charitable and other community activities so long as such activities do not interfere or conflict with your obligations to the Company. View More

Position. Executive shall continue to serve as the Chief Financial Executive Officer of the Company. Executive's duties under this Agreement shall be to serve as Chief Financial Executive Officer with the responsibilities, rights, authority and duties pertaining to such offices as are established from time to time by the Chief Executive Officer Board of the Company, and Executive shall report to the Chief Executive Officer Board of the Company.

Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed a Director of the Company in the class of directors up for election at the 2018 2016 Annual Meeting of Stockholders (the "2018 "2016 Annual Meeting") immediately upon the execution of this Agreement, and the Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, and in accordance with the duties imposed by Delaware Maryland law,... the Company's Amended and Restated Certificate Articles of Incorporation, Restatement, the Company's Amended and Restated By-Laws By Laws (the "Bylaws") and applicable stock exchange regulations, provided, however, that the Director's continued service on the Board of Directors of the Company (the "Board") for any period following the 2018 2016 Annual Meeting shall be subject to the nomination of the Director for election by the Company's stockholders by the Company's Compensation, Nominating and Governance Committee for such period, and the election of the Director by the stockholders of the Company. View More

Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed a Director of the Company in the class of directors up for election at the 2018 2017 Annual Meeting of Stockholders (the "2018 "2017 Annual Meeting") immediately upon the execution of this Agreement, and the Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, and in accordance with the duties imposed by Delaware law, the... Company's Amended and Restated Certificate of Incorporation, the Company's Amended and Restated By-Laws (the "Bylaws") and applicable stock exchange regulations, provided, however, that the Director's continued service on the Board of Directors of the Company (the "Board") for any period following the 2018 2017 Annual Meeting shall be subject to the nomination of the Director for election by the Company's stockholders by the Company's Compensation, Nominating and Governance Committee for such period, and the election of the Director by the stockholders of the Company. View More