Common use of Employment Duties and Responsibilities Clause in Contracts

Employment Duties and Responsibilities. A) The Company shall employ the Executive, and the Executive shall serve the Company, as President and Chief Executive Officer, with such duties and responsibilities as may be assigned to the Executive by the Board of Directors (“BOD” or “Board”) of the Company and are typically associated with a position of that nature. B) The Executive shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently and competently in a manner consistent with the policies and goals of the Company as determined from time to time by the BOD. C) The Executive shall report to the BOD of the Company, or a member of the Executive Committee of the Board of Directors of CuraGen Corporation (“CuraGen”) (“Executive Committee Rep”), who shall be designated by CuraGen’s Board of Directors from time to time while CuraGen holds at least 50% of the voting power of the Company. D) The Executive shall not engage in any activities outside the scope of his employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement. Notwithstanding the foregoing, it is expressly understood and agreed that Executive will provide services to CuraGen as the BOD or Executive Committee Rep may direct, and CuraGen shall reimburse the Company at the agreed upon inter-company full-time equivalent rate for all such services. E) The Executive shall not serve as a director (or the equivalent position) of any company or entity and shall not render services of a business, professional or commercial nature to any other person or firm, except for not-for-profit entities, without prior written consent of the BOD or the Executive Committee Rep; provided that such consent shall not be unreasonably withheld and that the parties hereby agree that Executive may serve as a director of Polaris Capital Management. F) The Executive shall not receive fees or other remuneration for work performed either within or outside the scope of his employment without prior written consent of the BOD or the Executive Committee Rep. Such consent shall not be unreasonably withheld.

Employment Duties and Responsibilities. A(1) The Company shall hereby agrees to employ Employee on the Executiveterms and conditions hereof (the"Employment") as Chairman and Chief Executive Officer ("CEO") of the Company with such duties, responsibilities, obligations and powers commensurate with such role, as are described herein and which are reasonably required from time to time by the Board of Directors of the Company (the "Board"), and Employee hereby accepts the Executive Employment on the terms and conditions hereof. However, this is subject to Section 4(a)(ii)'s language relating to the Company's ability following a merger to change Employee's position to President or COO of a standalone U.S. advertising sales operation or business unit so long as within a twelve month period following the merger, Employee is returned to his position as CEO and Chairman of the Company. (2) During the Employment, Employee shall serve have primary responsibility for the direction and management of the current and future affairs and business of the Company as presently constituted and as same may from time to time hereafter change, including primary responsibilities for the overall direction of the Company, as President its day-to-day operations and Chief Executive Officermanagement of the Company's business, with hiring and firing of personnel, developing and directing the Company's business plan, budget, and business strategies, developing and appointing the Company's management team, and such other duties and responsibilities as may be assigned to the Executive by the Board of Directors (“BOD” or “Board”) of the Company and are typically associated with a position of that nature. B) The Executive shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently and competently in a manner consistent with the policies and goals of the Company as determined required from time to time by the BOD. C) The Executive shall report to the BOD Board consistent with Employee's positions as Chairman and CEO of the Company. Employee's duties and responsibilities shall be subject only to the direction and authority of the Board. In the event that the Company shall hereafter effect a merger in which it is the surviving entity, effect an acquisition, or form a member subsidiary, subject to Section 4(a) hereof, unless Employee expressly consents in writing to the contrary Employee shall hold the position of Chairman and CEO of any merged or acquired entity and of any wholly- owned subsidiary (and in the event that the Company shall form or acquire a non- wholly owned subsidiary, the Company shall vote all of its interests in such subsidiary in favor of electing Employee as Chairman and CEO of such subsidiary). (3) The principal offices of Employee shall be in New York, New York. (4) During the Employment, Employee shall devote all of his business time, attention, effort, skills and ability to the business and affairs of the Executive Committee Company on an exclusive basis, and shall not engage in any other business activities for any other person or entity, except that the foregoing shall not limit Employee from performing charitable activities, managing personal passive investments, or subject to the provisions of Section 6 hereof, serving on the Board of Directors of CuraGen Corporation (“CuraGen”) (“Executive Committee Rep”), who shall be designated by CuraGen’s another entity; provided that any such activities do not in any material way substantially detract from Employee's performance of his duties hereunder and provided Employee receives approval from the Board of Directors from time prior to time while CuraGen holds at least 50% engaging in such. Employee shall faithfully and diligently endeavor to promote the business, reputation, and best interests of the voting power Company and shall make available to the Company, when and if requested, all knowledge possessed by him relating to any and all aspects of his duties and responsibilities hereunder. (5) Employee hereby agrees to allow the Company to use his name, biography and likeness in connection with information that may be disseminated concerning the Company. Employee agrees to appear and actively participate on behalf of the CompanyCompany in the general promotion of its business. D) The Executive shall not engage in any activities outside the scope of his employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement. Notwithstanding the foregoing, it is expressly understood and agreed that Executive will provide services to CuraGen as the BOD or Executive Committee Rep may direct, and CuraGen shall reimburse the Company at the agreed upon inter-company full-time equivalent rate for all such services. E) The Executive shall not serve as a director (or the equivalent position) of any company or entity and shall not render services of a business, professional or commercial nature to any other person or firm, except for not-for-profit entities, without prior written consent of the BOD or the Executive Committee Rep; provided that such consent shall not be unreasonably withheld and that the parties hereby agree that Executive may serve as a director of Polaris Capital Management. F) The Executive shall not receive fees or other remuneration for work performed either within or outside the scope of his employment without prior written consent of the BOD or the Executive Committee Rep. Such consent shall not be unreasonably withheld.

Employment Duties and Responsibilities. A(a) The Company shall employ During the ExecutiveTerm (as defined below), and the Executive shall serve as Executive Vice President and Chief Operating Officer of the Company, as subject to the direction and control of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”), shall oversee and direct the Company’s operations and shall perform such other duties consistent with the responsibilities of an Executive Vice President and Chief Executive Officer, with such duties and responsibilities Operating Officer as may be assigned to him from time to time in the discretion of the CEO or the Board. During the Term, the Executive shall serve as an officer or director of any of the Company’s subsidiaries as may be specified by the Board of Directors (“BOD” CEO or “the Board”) of the Company and are typically associated with a position of that nature, in each case without any additional compensation therefor other than as specified in this Agreement. B(b) The Executive shall devote his best efforts and all of his business time, energy, experience and talents to the Company and to fulfilling the duties and responsibilities of his employment, shall devote his best efforts to advancing the interests of the Company and its subsidiaries and shall not engage in any other business activities, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written approval of the CEO; provided, that the Executive may make Passive Investments (as defined in Section 7.3). Notwithstanding anything in this Agreement to the contrary, the Executive shall have the right to devote reasonable time to (i) serving as a director or member of a committee of any nonprofit organization which does not create a conflict of interest with the Company or its subsidiaries, so long as he has given prior written notification to the CEO, and (ii) engaging in charitable and community activities; provided, that such nonprofit services and such charitable or community activities do not interfere with the performance of his duties under this Agreement and shall perform them faithfully, diligently and competently in a manner consistent with the policies and goals of the Company as determined from time to time by the BODhereunder. C(c) The Executive shall report continue to the BOD of the Company, or a member of the Executive Committee of serve on the Board of Directors of CuraGen Corporation (“CuraGen”) (“Executive Committee Rep”), who shall be designated by CuraGen’s Board of Directors from time to time while CuraGen holds at least 50% of the voting power of the Company. D) date hereof. The Executive shall not engage in serve during all or any activities outside the scope of his employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement. Notwithstanding the foregoing, it is expressly understood and agreed that Executive will provide services to CuraGen as the BOD or Executive Committee Rep may direct, and CuraGen shall reimburse the Company at the agreed upon inter-company full-time equivalent rate for all such services. E) The Executive shall not serve as a director (or the equivalent position) of any company or entity and shall not render services of a business, professional or commercial nature to any other person or firm, except for not-for-profit entities, without prior written consent portion of the BOD or the Executive Committee Rep; provided that such consent shall not be unreasonably withheld and that the parties hereby agree that Executive may serve Term as a director of Polaris Capital Management. F) the Company (subject to his election to such office by the Company’s shareholders). The Executive shall not receive fees recuse himself from the portion of any meeting of the Board and of any such committee during which this Agreement or other remuneration for work performed either within or outside the scope of his employment without prior written consent with the Company is being considered. Effective as of the BOD or date hereof, the Executive Committee Rep. Such consent shall not be unreasonably withheldhereby resigns from each of the Audit, Compensation and Nominating and Corporate Governance Committees of the Board.