Position Contract Clauses (1,130)

Position. You will become the Senior Vice President, Clinical Operations working remotely out of the Boston area. You will work as a member of the Clinical Team on matters related to the clinical program at Imago. You will report to me directly. You agree to the best of your ability and experience that 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. View More

Position. Effective as of June 1, 2021 (the "Transition Date") you will cease to be the Chief Executive Officer of the Company and will serve as the Company's Executive Chairman ("Executive Chairman"), reporting to the Company's Board of Directors (the "Board"). You will be expected to devote your full working time and attention to the business of the Company, and 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 could create an actual or potential business or fiduciary conflict of interest with the Company. Notwithstanding the foregoing, you may continue service as a member of the board of directors of Bruker Corporation and as a trustee emeritus of the Keck Graduate Institute of Applied Life Sciences and manage personal investments, participate in civic, charitable, and academic activities (including serving on the boards and committees of such organizations), provided that such activities do not at the time the activity or activities commence or thereafter (i) create an actual or potential business or fiduciary conflict of interest or (ii) individually or in the aggregate, interfere materially with the performance of your duties to the Company, and you comply with applicable Company policies.As of the Transition Date, you will remain on the Board, and for so long as you serve as Executive Chairman, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed), the Board and/or the Nominating and Corporate Governance Committee of the Board will nominate you for re-election to the Board at each annual meeting at which you are subject to re-election. If your position as Executive Chairman is terminated by you or the Company for any reason, you agree to promptly resign from the Board and any committee thereof, unless requested otherwise by the Board.2. Term. Subject to the terms of this Agreement, this Agreement will remain in effect from the Transition Date until terminated by you or the Company. View More

Position. While the Executive is employed by the Company, the Executive shall serve as the Chief Executive Officer of the Company and shall serve on the Company's board of directors (the "Board"), subject to his reelection thereto from time to time by the Company's stockholders. The Executive will be based at the Company's headquarters in San Diego, California, traveling as reasonably required by the Executive's job duties.

Position. You will continue to serve as the Company's President and Chief Executive Officer, and you will continue to report to the Company's Board of Directors (the "Board"). You will also continue to serve as a member of the Board. During your employment with Pyxis, you will devote your full time and best efforts to the business of Pyxis, except that you may engage in the business activities described on Appendix A of this Letter, and other activities that may be approved in advance in writing by the Bo...ard. View More

Position. (a) While employed by the Company hereunder, Executive shall have the responsibilities, duties, and authorities commensurate with the role of Chief Executive Officer of entities of similar size and character, and other responsibilities, duties, and authorities assigned to him by the Board of Directors (the "Board"). (b) While employed by the Company hereunder, and except for periods of illness, vacation, disability, or reasonable leaves of absence, Executive will devote his full business time an...d best efforts 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 to the Company, either directly or indirectly, without the prior written consent of the Board. Notwithstanding anything to the contrary contained herein, the Company hereby acknowledges that Executive has responsibilities on the board of directors of AVI-SPL (a private equity company), and is the Dean's Counsel for the School of Engineering at University of California Santa Cruz, and the Company agrees that Executive shall be permitted during the term of this Agreement to continue to participate on such board and as such Dean's Counsel. (c) Executive shall provide his services to the Company primarily at the Company's corporate headquarters in Marina del Rey, California. For purposes of this Section 2(c), "primarily" shall mean at least three (3) business days per week; unless the Board and Executive agree to an alternative schedule for a specific period. Notwithstanding anything to DocuSign Envelope ID: 95DB0695-2DA3-4FB8-A62A-00C4C38784B1 confidentia JJ Miller telesign.com Jul 20, 2021 18:26 confidentia JJ Miller telesign.com Jul 20, 2021 18:26 confidential Andrew Whitworth telesign.com Jan 21, 2022 2:55 PM EST confidential Andrew Whitworth telesign.com Jan 21, 2022 2:55 PM EST 2 the contrary contained herein, this Section 2(c) shall not apply while the Company's corporate headquarters is closed during the COVID-19 pandemic. (d) Executive shall carry out Executive's duties in a manner that is consistent and in compliance with all applicable federal and state laws and regulations and Company policies, and subject to the direction of the Board, or such person as the Board may designate for this purpose, consistent with the other terms and conditions of this Agreement. (e) Executive acknowledges and fully understands that Executive is obligated to perform Executive's duties as Chief Executive Officer in good faith, with due care, and in a manner that Executive believes to be in the best interests of the Company. A material failure by Executive to fulfill fiduciary obligations imposed on Executive by law or as Chief Executive Officer, which is injurious to the Company or any of its affiliates, either monetarily or otherwise, may be deemed a material breach of this Agreement by Executive. View More

Position. No bonus is guaranteed and, in addition to the other conditions for earning such compensation, you must remain an employee in good standing of the Company on the scheduled bonus payment date in order to be eligible for any bonus payment. The Company's bonus program will be the only incentive compensation, commissions, or other bonus program that will apply to you. However, nothing in this paragraph will prevent you from participating in incentive compensation, commission plan, retention plan, or... other bonus Shane M. Ward August 17, 2021Page 2 programs created after the commencement of your employment which is specifically designed to include you and/or to which you are specifically invited to participate.4.Stock Options. As a material inducement for your employment, you will be granted a stock option to purchase 250,000 shares of the Company's common stock, pursuant to the Company's Inducement Incentive Plan (the "Plan"). Your stock option will vest over a four year period with 25% of the shares vesting on the one year anniversary of your Start Date, and the remainder vesting in approximately equal monthly installments over the following 36 months, provided that you remain in Continuous Service (as defined in the Plan) through such vesting dates. Your stock options will be subject to the terms and conditions set forth in the applicable Plan and its respective agreements. View More

Position. (a) During the Part-Time Employment Term, the Employee shall serve as the Company's Chief Executive Officer and Chief Financial Officer. The Employee shall have such duties and authority, commensurate with such senior executive positions and subject to the supervision of the Company's Board of Managers (as defined in the LLC Agreement) (the "Board") which are described in the LLC Agreement consistent with the Plan, including the authority to administer the Company in the manner contemplated by t...he LLC Agreement and the Amended Wind-Down Business Plan approved by the Company's Board of Managers. (b) During the Part-Time Employment Term, the Employee shall devote the necessary amount of business time and efforts on a non-exclusive part-time basis (but not less than thirty hours per week) to the performance of the Employee's duties hereunder; provided, that nothing herein shall preclude the Employee from (i) providing services to other businesses, whether as an employee of such business, as a consultant or otherwise, (ii) accepting appointment to or serving on the governing body of any other business, including any board of directors, managers, or trustees of any business, charitable, educational organization, (iii) engaging in other charitable, civic, and professional activities, or (iv) engaging in passive investment activities with other business ventures, provided, further, that such activities in the aggregate do not conflict or interfere in any material respect with the performance of the Employee's duties hereunder. 2 3. Compensation. (a) During the Part-Time Employment Term, the Company shall pay the Employee a salary of $35,000 per month (prorated, on the basis of a 30-day month, as of the date of termination of this Agreement in the case of any such termination) payable in installments in accordance with the Company's payroll practices as in effect from time to time (not less frequently than twice per month), subject to applicable deductions and withholding. The Employee's monthly salary, as in effect from time to time, is hereinafter referred to as the "Salary." (b) The Parties acknowledge that the Employee is entitled to receipt of the Bonus Payments as provided in the Existing Employment Agreement, which the Parties agree shall be paid to Employee on January 2, 2023 or as soon thereafter as reasonably practicable. Employee acknowledges and agrees that she will not receive any discretionary bonus for the period commencing January 1, 2022 through the date of her termination under the Existing Employment Agreement. View More

Position. Your employment will begin on January 4, 2017 (the "Start Date"). Your primary place of work will be the Company's main offices, currently located at 2 Canal Park, Cambridge, MA, 02141.

Position. (a) As of the Effective Date, you will be employed by the Company, on a full-time basis, as its Interim Chief Executive Officer. You agree to perform the duties of your position and such other duties as may reasonably be assigned to you by the board of directors (the "Board") of The Michaels Companies, Inc. ("Parent") from time to time, which will include working with the Lead Director of the Board over the first thirty (30) days following the Effective Date to develop a 100-day plan for your se...rvices as Interim Chief Executive Officer. While employed by the Company, you will devote your full business time and your best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of your duties and responsibilities for them. You agree that at least four days per week, on average, you will provide your services hereunder at the Company's headquarters (or will be traveling on Company business). For purposes of this Agreement, "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise. (b) In addition, and without further compensation, you will be appointed as a member of the Board and agree to serve as a director and/or officer of Parent, the Company, and any of its Affiliates if so elected or appointed from time to time. If your employment with the Company terminates for any reason, then concurrently with such termination, you will be deemed to have resigned from the Board and any officer, trustee, or other positions you may hold with the Company, its Affiliates, or any of their respective related committees, trusts, foundations, or similar entities, in each case unless otherwise agreed in writing by the Company and the Executive. Notwithstanding the foregoing, in the event your employment with the Company terminates by reason of the appointment of a new Chief Executive Officer and you remain in good standing with the Company at such time, you will continue to serve as a member of the Board following such termination. Your compensation for any post-employment service on the Board will be in accordance with the director compensation policy of Parent then in effect. View More

Position. The position of CFO will report directly to the Company's CEO. Your primary duties will be to direct financial operations and reporting, regulatory activities, and other customary support that a CFO provides. By signing this letter, you confirm that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company upon your specified start date as outlined below. The anticipated start date is April 29, 2019 (the "Start Date").