Common use of Duties and Extent of Services Clause in Contracts

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, that subject to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees of for-profit companies, in each case with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants and represents that she shall devote her full and best efforts to the fulfillment of her employment obligations, and she shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer Executive Vice President, Head of Corporate Development and General Counsel of the Company and, as such, the Executive shall serve as the chief commercial legal officer of the Company and all of its subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, that subject to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees of for-profit companies, in each case with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer Senior Vice President of the Company and, as such, the Executive shall serve as the chief commercial officer Strategic Integration of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer of the Company and, as such, the Executive shall serve as the chief commercial officer Dealer of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its primary operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer of the Company andExecutive Vice President, as such, the Executive shall serve as the chief commercial officer General Counsel of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Information Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Executive Officer of the Company and, as such, the Executive shall serve as the chief commercial executive officer of the Company and all of its subsidiaries, with such #91155124v3 duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive OfficerBoard. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, that subject to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees of for-profit companies, in each case with the prior written consent of the Chief Executive OfficerBoard, which consent shall not be unreasonably withheld. The Executive covenants, warrants and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Marketing Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer Executive Vice President of the Company and, as such, the Executive shall serve as the chief commercial officer Operations of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Executive Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive OfficerBoard. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive OfficerBoard, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she that, subject to the activity he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of to loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Financial Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its consolidated subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections Section 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Financial Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Executive Officer of the Company and, as such, the Executive shall serve as the chief commercial executive officer of the Company and all of its subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive OfficerBoard. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, that subject to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees of for-profit companies, in each case with the prior written consent of the Chief Executive OfficerBoard, which consent shall not be unreasonably withheld. The Executive covenants, warrants and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Executive Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive OfficerBoard. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive OfficerBoard, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Executive Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive OfficerBoard. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, insurance as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14Section 11, 15 12 and 16 13 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive OfficerBoard, which consent shall not be unreasonably withheld. The Executive covenants, warrants and represents that she shall devote her full and best efforts to the fulfillment of her employment obligations, and she shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her duties.unreasonably

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer of the Company andExecutive Vice President, as such, the Executive shall serve as the chief commercial officer General Counsel of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Operating Officer of the Company and, as such, the Executive shall serve as the chief commercial operating officer of the Company and all of its subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, that subject to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees of for-profit companies, in each case with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.

Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its primary domestic operating subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time. (b) During the Term, the Executive agrees to devote substantially her his full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit profit, or other pecuniary advantage; provided. Subject, that subject however, to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees as a director of for-profit companies, in each case other companies with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants warrants, and represents that she he shall devote her his full and best efforts to the fulfillment of her his employment obligations, and she he shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her his duties.