Common use of JOB TITLE AND DUTIES Clause in Contracts

JOB TITLE AND DUTIES. 3.1 Your job title will be President and Chief Executive Officer of the Employer and of its parent company, Belmond Ltd (as defined in clause 32). 3.2 During your employment, you must: (a) use your best endeavours to promote, protect, develop and further our business and the business of any Group Company; (b) save as provided in clause 22, unless prevented by incapacity, devote the whole of your working time, attention and abilities to our business; (c) diligently exercise such powers and perform any duties consistent with your role that the Board may assign to you; (d) comply with all reasonable and lawful directions consistent with your role that the Board may give you; (e) conduct your personal and working life in a way that does not damage or risk damaging our reputation; (f) familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time; (g) promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests; (h) not exceed the limits of any authority that the Board give you from time to time; and (i) not commit us to any expenditure or obligations of an unusually onerous or exceptional nature without the prior consent of the Board. 3.3 You must promptly disclose to the Board any material breach by us or any Group Company of any legal or applicable regulatory obligation, any material financial mismanagement or any other malpractice of ours or of any Group Company which comes to your attention. 3.4 You must comply with, and do such things as are necessary to ensure compliance by us and any relevant Group Company with, all our, or any Group Company’s, legal and compliance policies and procedures in relation to xxxxxxx xxxxxxx and anti-bribery, as well as our obligations under U.S. securities laws and the New York Stock Exchange rules and all other applicable laws, including the UK Bribery Act of 2010.

JOB TITLE AND DUTIES. 3.1 Your job title will be President and Chief Executive Officer of the Employer and of its parent company, Belmond Ltd (as defined in clause 32). 3.2 During your employment, you must: (a) use your best endeavours to promote, protect, develop and further our business and the business of any Group Company; (b) save as provided in clause 22, unless prevented by incapacity, devote the whole of your working time, attention and abilities to our business; (c) diligently exercise such powers and perform any duties consistent with your role that the Board may assign to you; (d) comply with all reasonable and lawful directions consistent with your role that the Board may give you; (e) conduct your personal and working life in a way that does not damage or risk damaging our reputation; (f) familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time; (g) promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests; (h) not exceed the limits of any authority that the Board give you from time to time; and (i) not commit us to any expenditure or obligations of an unusually onerous or exceptional nature without the prior consent of the Board. 3.3 You must promptly disclose to the Board any material breach by us or any Group Company of any legal or applicable regulatory obligation, any material financial mismanagement or any other malpractice of ours or of any Group Company which comes to your attention. 3.4 You must comply with, and do such things as are necessary to ensure compliance by us and any relevant Group Company with, all our, or any Group Company’s, legal and compliance policies and procedures in relation to xxxxxxx ixxxxxx xxxxxxx and anti-bribery, as well as our obligations under U.S. securities laws and the New York Stock Exchange rules and all other applicable laws, including the UK Bribery Act of 2010.

JOB TITLE AND DUTIES. 3.1 Your From the Effective Date, your job title will be President and Chief Executive Officer (“CEO”) of CONMED. Unless otherwise notified, you will report to the Board and will have all of the Employer customary authorities, duties and responsibilities that accompany the position of its parent company, Belmond Ltd (as defined in clause 32)President and CEO. 3.2 During You are required to devote your employmentfull time and attention to the performance of your duties and to act in the best interests of the Company and all Group Companies at all times. You may be required to perform services for any Group Company without further remuneration (unless otherwise agreed) and your obligations under this Agreement will equally apply to such Group Company. However, the Company has no duty to provide any work to or vest any powers in you, and you must:shall have no right to perform any services for the Company or any Group Company. 3.3 You shall act to the best of your abilities, knowledge and expertise in carrying out your duties, and you shall use your best endeavors to maintain, develop and extend the business for the Company. You shall not do or willingly permit to be done anything which materially xxxxx the interests of the Company or any Group Company. You shall at all times and in all respects promptly and faithfully comply with the proper and reasonable directions of the Board and will keep the Board fully and promptly informed (ain writing if so required) of your conduct of the business and give the Board such information relating to the Company and any Group Company to which your duties relate as may be requested from time to time. 3.4 You shall comply with all rules, regulations, codes of practice, codes of conduct, policies and procedures that relate to the Company or any Group Company and shall use your best endeavours to promoteensure that the Company and each Group Company complies in all material respects with the rules, protectprocedures, develop policies and further our business and codes of any professional organisation or association of which it is or they are a member. 3.5 Without prejudice to the business generality of clause 3.3 you shall ensure that the Board is promptly made aware of: 3.5.1 any activity, actual or threatened, which might materially affect the interests of the Company and/or any Group Company; (b) save as provided in clause 223.5.2 any actual, unless prevented potential, or maturing business opportunity enjoyed by incapacity, devote the whole of your working time, attention and abilities to our businessCompany or any Group Company; (c) diligently exercise such powers and perform any duties consistent with 3.5.3 your role that own misconduct or the Board may assign to you; (d) comply with all reasonable and lawful directions consistent with your role that the Board may give you; (e) conduct your personal and working life in a way that does not damage or risk damaging our reputation; (f) familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time; (g) promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests; (h) not exceed the limits misconduct of any authority that the Board give you from time to time; and (i) not commit us to any expenditure agent, employees, officer, or obligations of an unusually onerous or exceptional nature without the prior consent worker of the Board. 3.3 You must promptly disclose to the Board any material breach by us Company or any Group Company of any legal which you are, or applicable regulatory obligationought reasonably to be, any aware that may be material financial mismanagement or any other malpractice of ours or of any Group to the Company which comes to your attention. 3.4 You must comply with, and do such things as are necessary to ensure compliance by us and any relevant Group Company with, all our, or any Group Company’s; 3.5.4 any material offer of engagement or approach made by a competing business to you or any agent, legal employee, officer, or worker of the Company or any Group Company of which you are, or ought reasonably to be, aware; 3.5.5 any other material matter relating to the Company or any of its officers or employees which you become aware of, and compliance policies which could be the subject of a qualifying disclosure as defined by section 43B of the Employment Rights Act 1996. 3.6 You will not without the Board’s prior written consent: (a) incur any expenditure in excess of the amount authorised under the Group Approval Authority Matrix (as amended from time to time), (b) enter into any commitment, contract or arrangement outside the scope of your normal duties, or (c) hold yourself out as having authority to do any of the acts described in this clause. 3.7 During your employment (including any period of notice), you will not without first obtaining the Board’s prior written consent: 3.7.1 be engaged or interested, either directly or indirectly (through any member of your family or household or otherwise), in any capacity in any trade, business or occupation whatsoever, other than the Business of the Company or a Group Company, provided that you shall not be prohibited from holding (whether directly or indirectly), for investment purposes only, not more than 5% of the shares or stock of any class of any public company quoted or dealt in on a recognised stock exchange); 3.7.2 take any steps that are preparatory to competing with the Business of the Company or any Group Company other than making a bona fide application for new employment; 3.7.3 accept any benefits from third parties or take undeclared profits from your position; or 3.7.4 pledge the credit of the Company or any Group Company, other than in the day to day running of the Business or enter into any contracts or obligations involving the Company or any Group Company. 3.8 You confirm that you have disclosed in writing to the Board all circumstances existing at the date of this Agreement which would require the consent of the Board under clause 3.7 above and procedures all circumstances in relation respect of which there is, or may be, a conflict of interest between the Company or any Group Company and you or any of your connected person. You agree to xxxxxxx xxxxxxx disclose fully to the Board any such circumstances which may arise during your employment. 3.9 The Board will take steps to appoint you as a member of the Board consistent with Board practices, with such appointment to become effective as of the Effective Date, and anti-briberyyou agree to accept any such appointment and resign any such appointment if requested by the Board without any claim for damages or compensation. You also agree to serve without additional compensation as an officer or director of any member of the Group. You agree that if you fail to resign any such appointment, the Company and CONMED are hereby irrevocably authorised to appoint an individual in your name and on your behalf to sign and execute all documents and do all things necessary to constitute and give effect to such resignation. Termination, at the Board’s request, of a directorship of other office held by you, will not terminate your employment or amount to a breach of the terms of this Agreement by the Company. You also agree to adhere to the Group Company’s policies, as well as our obligations under U.S. securities laws and they may be amended from time to time, with respect to services on the New York Stock Exchange rules and all other applicable laws, including Board or the UK Bribery Act board of 2010directors of any non-Group Company. CONMED is a signatory to this Agreement for the purposes of this clause 3.9.

JOB TITLE AND DUTIES. 3.1 Your job title is President, International and/or such other position or capacity with such job title and duties and other additional responsibilities as the Board may from time to time reasonably decide, and subject to the terms and conditions set out in this Agreement. Unless otherwise notified, you will report to Xxxx Xxxxxxx, the CEO of CONMED ("the CEO") and will be responsible for managing, supervising and overseeing CONMED's international business. Your job responsibilities will include leading the Corporate Research and Development function and acting as President and Chief Executive Officer of the Employer and of its parent company, Belmond Ltd (as defined in clause 32)International. 3.2 During You are required to devote your employmentfull time and attention to the performance of your duties and to act in the best interests of the Company and all Group Companies at all times. You may be required to perform services for any Group Company without further remuneration (unless otherwise agreed) and your obligations under this Agreement will equally apply to such Group Company. However, the Company has no duty to provide any work to or vest any powers in you, and you must:shall have no right to perform any services for the Company or any Group Company. 3.3 You shall act to the best of your abilities, knowledge and expertise in carrying out your duties, and you shall use your best endeavors to maintain, develop and extend the business for the Company. You shall not do or willingly permit to be done anything which materially xxxxx the interests of the Company or any Group Company. You shall at all times and in all respects promptly and faithfully comply with the proper and reasonable directions of the CEO and will keep the CEO fully and promptly informed (ain writing if so required) of your conduct of the business and give the CEO such information relating to the Company and any Group Company to which your duties relate as may be requested from time to time. 3.4 You shall comply with all rules, regulations, codes of practice, codes of conduct, policies and procedures that relate to the Company or any Group Company and shall use your best endeavours to promoteensure that the Company and each Group Company complies in all material respects with the rules, protectprocedures, develop policies and further our business and codes of any professional organisation or association of which it is or they are a member. 3.5 Without prejudice to the business generality of clause 3.3 you shall ensure that the CEO is promptly made aware of: 3.5.1 any activity, actual or threatened, which might materially affect the interests of the Company and/or any Group Company; (b) save as provided in clause 223.5.2 any actual, unless prevented potential, or maturing business opportunity enjoyed by incapacity, devote the whole of your working time, attention and abilities to our businessCompany or any Group Company; (c) diligently exercise such powers and perform any duties consistent with 3.5.3 your role that own misconduct or the Board may assign to you; (d) comply with all reasonable and lawful directions consistent with your role that the Board may give you; (e) conduct your personal and working life in a way that does not damage or risk damaging our reputation; (f) familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time; (g) promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests; (h) not exceed the limits misconduct of any authority that the Board give you from time to time; and (i) not commit us to any expenditure agent, employees, officer, or obligations of an unusually onerous or exceptional nature without the prior consent worker of the Board. 3.3 You must promptly disclose to the Board any material breach by us Company or any Group Company of any legal which you are, or applicable regulatory obligationought reasonably to be, any aware that may be material financial mismanagement or any other malpractice of ours or of any Group to the Company which comes to your attention. 3.4 You must comply with, and do such things as are necessary to ensure compliance by us and any relevant Group Company with, all our, or any Group Company’s; 3.5.4 any material offer of engagement or approach made by a competing business to you or any agent, legal employee, officer, or worker of the Company or any Group Company of which you are, or ought reasonably to be, aware; 3.5.5 any other material matter relating to the Company or any of its officers or employees which you become aware of, and compliance policies which could be the subject of a qualifying disclosure as defined by section 43B of the Employment Rights Xxx 0000. 3.6 You will not without the CEO's prior written consent: (a) incur any expenditure in excess of the amount authorised under the Group Approval Authority Matrix (as amended from time to time), (b) enter into any commitment, contract or arrangement outside the scope of your normal duties, or (c) hold yourself out as having authority to do any of the acts described in this clause. 3.7 During your employment (including any period of notice), you will not without first obtaining the CEO's prior written consent: 3.7.1 be engaged or interested, either directly or indirectly (through any member of your family or household or otherwise), in any capacity in any trade, business or occupation whatsoever, other than the Business of the Company or a Group Company, provided that you shall not be prohibited from holding (whether directly or indirectly), for investment purposes only, not more than 5% of the shares or stock of any class of any public company quoted or dealt in on a recognised stock exchange); 3.7.2 take any steps that are preparatory to competing with the Business of the Company or any Group Company other than making a bona fide application for new employment; 3.7.3 accept any benefits from third parties or take undeclared profits from your position; or 3.7.4 pledge the credit of the Company or any Group Company, other than in the day to day running of the Business or enter into any contracts or obligations involving the Company or any Group Company. 3.8 You confirm that you have disclosed in writing to the CEO all circumstances existing at the date of this Agreement which would require the consent of the CEO under clause 3.7 above and procedures all circumstances in relation respect of which there is, or may be, a conflict of interest between the Company or any Group Company and you or any of your connected person. You agree to xxxxxxx xxxxxxx disclose fully to the CEO any such circumstances which may arise during your employment. 3.9 You agree to accept (if offered) appointment as a director of the Company or any Group Company with such executive powers as the Board shall decide in its absolute discretion and anti-briberyresign any such appointment if requested by the Board without any claim for damages or compensation. You agree that if you fail to resign any such appointment, the Company is hereby irrevocably authorised to appoint an individual in your name and on your behalf to sign and execute all documents and do all things necessary to constitute and give effect to such resignation. Termination, at the Board's request, of a directorship of other office held by you, will not terminate your employment or amount to a breach of the terms of this Agreement by the Company. You also agree to adhere to the Group Company’s policies, as well as our obligations under U.S. securities laws and they may be amended from time to time, with respect to services on the New York Stock Exchange rules and all other applicable laws, including the UK Bribery Act board of 2010directors of any non-Group Company.

JOB TITLE AND DUTIES. 3.1 Your job title will is Executive Officer. This does not limit your duties, which may include such duties that would reasonably be President and Chief Executive Officer of the Employer and of its parent companyexpected to fall within this job title together with such other duties, Belmond Ltd (as defined in clause 32). 3.2 During your employment, you must: (a) use your best endeavours to promote, protect, develop and further our business and the business of any Group Company; (b) save as provided in clause 22, unless prevented by incapacity, devote the whole of your working time, attention and abilities to our business; (c) diligently exercise such powers and perform any duties consistent with your role that the Board status, as may assign reasonably be assigned to you; (d) comply with all reasonable and lawful directions consistent with your role that the Board may give you; (e) conduct your personal and working life in a way that does not damage or risk damaging our reputation; (f) familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time; (g) promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests; (h) not exceed the limits of any authority that the Board give you from time to time; and. Unless otherwise notified, you will report to Xxxx Xxxxxxx, the CEO of CONMED (“the CEO”) and will be responsible for managing, supervising and overseeing CONMED’s international business. (i) not commit us 3.2 You are required to any expenditure or obligations devote your full time and attention during normal working hours to the performance of an unusually onerous or exceptional nature without your duties and to act in the prior consent best interests of the BoardCompany at all times. You may be required to perform services for any Group Company without further remuneration (unless otherwise agreed) and your obligations under this Agreement will equally apply to such Group Company. 3.3 You must promptly disclose shall act to the Board any material breach by us best of your abilities, knowledge and expertise and not do or willingly permit to be done anything which xxxxx the interests of the Company. You shall at all times and in all respects promptly and faithfully comply with the proper and reasonable directions of the CEO and will keep the CEO fully and promptly informed (in writing if so required) of your conduct of the business and give the CEO such information relating to the Company and any Group Company of any legal or applicable regulatory obligation, any material financial mismanagement or any other malpractice of ours or of any Group Company to which comes your duties relate as may be requested from time to your attentiontime. 3.4 You must comply withwith all rules, regulations, codes of practice, codes of conduct, policies and do such things as are necessary procedures that relate to the Company or any Group Company and shall use your best endeavours to ensure compliance by us that the Company and any relevant each Group Company withcomplies in all material respects with the rules, all ourprocedures, policies and codes of any professional organisation or association of which it is or they are a member. 3.5 Without prejudice to the generality of clause 3.3 you shall ensure that the CEO is promptly made aware of: a) any activity, actual or threatened, which might affect the interests of the Company and/or any Group Company; b) any actual, potential, or maturing business opportunity enjoyed by the Company or any Group Company’s; c) your own misconduct or the misconduct of any agent, legal employees, officer, or worker of the Company or any Group Company of which you are, or ought reasonably to be, aware; d) any offer of engagement or approach made by a competing business to you or any agent, employee, officer, or worker of the Company or any Group Company of which you are, or ought reasonably to be, aware; e) the intention (whether settled or not) of you or any agent, employee, officer, or worker of the Company or any Group Company who reports directly or indirectly to you to resign from their employment or engagement with the Company or any Group Company and compliance policies and procedures which arises in relation to xxxxxxx xxxxxxx and anti-briberythe business area for which you are responsible. 3.6 You will not without the CEO’s prior written consent incur any expenditure, engage or employ any person, dismiss any employee or enter into any commitment, contract or arrangement outside the scope of your normal duties or hold yourself out as well having authority to do any of the acts described in this clause. 3.7 During your employment (including any period of notice), you will not without first obtaining the CEO’s prior written consent: a) undertake any other paid employment nor carry on or be concerned or interested directly or indirectly whether alone or with any other person in any other trade or business whatsoever, which for the avoidance of doubt shall include the setting up of a company or business (other than as our obligations a holder of not more than 5% of the shares or debentures of any company or whose shares are listed on a recognised stock exchange); b) take any steps that are preparatory to competing with the business of the Company or any Group Company other than making a bona fide application for new employment; c) accept any benefits from third parties or take undeclared profits from your position. 3.8 You confirm that you have disclosed in writing to the CEO all circumstances existing at the date of this Agreement which would require the consent of the CEO under U.S. securities laws and the New York Stock Exchange rules clause 3.7 above and all other applicable lawscircumstances in respect of which there is, including or may be, a conflict of interest between the UK Bribery Act Company or any Group Company and you or any of 2010your connected person. You agree to disclose fully to the CEO any such circumstances which may arise during your employment.

JOB TITLE AND DUTIES. 3.1 Your job title will be President and Chief Executive Officer of the Employer and of its parent company, Belmond Ltd (as defined in clause 32). 3.2 During your employment, you must: (a) use your best endeavours to promote, protect, develop and further our business and the business of any Group Company;Company; (b) save as provided in clause 22, unless prevented by incapacity, devote the whole of your working time, attention and abilities to our business;business; (c) diligently exercise such powers and perform any duties consistent with your role that the Board may assign to you;you; (d) comply with all reasonable and lawful directions consistent with your role that the Board may give you;you; (e) conduct your personal and working life in a way that does not damage or risk damaging our reputation;reputation; (f) familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time;time; (g) promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests;interests; (h) not exceed the limits of any authority that the Board give you from time to time; time; and (i) not commit us to any expenditure or obligations of an unusually onerous or exceptional nature without the prior consent of the Board. 3.3 You must promptly disclose to the Board any material breach by us or any Group Company (or any of its directors, officers, employees or agents) of any legal or applicable regulatory obligation, any material financial mismanagement or any other malpractice of ours or of any Group Company which comes to your attention. 3.4 You must comply with, and do such things as are necessary to ensure compliance by us and any relevant Group Company with, all our, or any Group Company’s, legal and compliance policies and procedures in relation to xxxxxxx xxxxxxx and anti-bribery, as well as our obligations under U.S. securities laws and the New York Stock Exchange rules and all other applicable laws, including the UK Bribery Act of 2010.