Common use of Offices and Duties Clause in Contracts

Offices and Duties. During the Term (as hereinafter defined), Executive shall serve as the Chief Executive Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities as are from time to time assigned to the Executive by the Company’s board of directors. The Company’s board of directors may elect or designate Executive to serve in such other corporate offices of the Company or a subsidiary or affiliate of the Company as the Company’s board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive shall accept so long as such other offices, and the duties and responsibilities related thereto, are reasonably complimentary to Executive’s role as Chief Executive Officer of the Company and of no lesser role than senior executive management of such subsidiary or affiliate. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Executive may engage or participate in such other activities, including serving on the board of directors of other companies whose business activities are not directly competitive with that of the Company, and in a manner as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Company’s board of directors has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities of the Company. The Executive represents and warrants to the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms; and (ii) that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder.

Offices and Duties. During the Term (as hereinafter defined), Executive Employee shall serve as the Chief Executive Financial Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities as are from time to time assigned to the Executive Employee by the Company’s board of directorsChief Executive Officer. The Company’s board of directors Chief Executive Officer may elect or designate Executive Employee to serve in such other corporate offices of the Company or a subsidiary or affiliate of the Company as the Company’s board of directors Chief Executive Officer from time to time may reasonably deem necessary, proper or advisable and as the Executive Employee shall accept so long as such other offices, and the duties and responsibilities related thereto, are reasonably complimentary to Executive’s role as Chief Executive Officer of the Company and of no lesser role than senior executive management of such subsidiary or affiliateaccept. Executive Employee hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Executive Employee shall devote all of his business time and attention to the business and affairs of the Company and the performance of ExecutiveEmployee’s duties and responsibilities hereunder. Executive may engage or participate in such other activities, including serving on the board of directors of other companies whose business activities are not directly competitive with that of the Company, and in a manner as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Company’s board of directors has expressly consented and approved in advance in writing. Executive Employee shall at all times be subject to the supervision, direction and control of the Company’s board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors Company may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities of the Company. The Executive Employee represents and warrants to the Company that (i) the Executive Employee has the legal right to enter into this Agreement and to perform all of the obligations on the ExecutiveEmployee’s part to be performed hereunder in accordance with its terms; and (ii) that the Executive Employee is not a party to any agreement or understanding, written or oral, which could prevent the Executive Employee from entering into this Agreement or performing all of the ExecutiveEmployee’s obligations hereunder.

Offices and Duties. (a) During the Term (as hereinafter defined), Executive shall serve as the Chief Executive Officer President and CEO of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are from time to time reasonably assigned to the Executive by the Company’s board Board of directorsDirectors (the "Board"). The Company’s board of directors may elect or designate Executive to serve in such other corporate offices of the Company or a subsidiary or affiliate of the Company as the Company’s board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive shall accept so long as such other offices, and the Such duties and responsibilities related thereto, are reasonably complimentary shall include but not be limited to Executive’s role as Chief Executive Officer the following: (i) general oversight and management over all day to day operations of the Company and any subsidiaries of no lesser role the Company, (ii) oversight and supervision, directly or indirectly, over all employees of the Company, including but not limited to the right and authority to hire and terminate such employees (other than the Chief Financial Officer), and (iii) in conjunction with the Board, setting the overall direction and strategy of the Company. Executive shall report to the Company’s Board of Directors. Executive will be the most senior executive management employee of the Company and all employees of the Company will report directly or indirectly to him; provided the foregoing shall not be interpreted as preventing the Chief Financial Officer to report dually to Executive and to the Board or any committee thereof, including the Audit Committee. Executive will advise the Board before terminating any officer of the Company and will give Board the opportunity to comment on and discuss such subsidiary or affiliateproposed termination, although Executive’s decision (with respect to all employees other than the Chief Executive Officer) will be final. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoing, Company acknowledges that Executive may engage or participate shall be permitted to render the services set forth in Schedule 1 hereto and such other activities, including serving on the board of directors of other companies whose business activities are not directly competitive with that of the Company, and in a manner as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Company’s board of directors Board has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities of the Company. The Executive represents and warrants to the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms; terms and (ii) that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all of the Company’s obligations hereunder.

Offices and Duties. During The Company hereby employs Executive during the Term (as hereinafter defined), Executive shall ) to serve as the Chief Executive Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities as are from time to time assigned to the Executive by the Company’s board of directors. The Company’s board of directors may elect or designate Executive Co-President and Chief Operating Officer and to serve in perform such other corporate offices of the Company or a subsidiary or affiliate executive and supervisory duties on behalf of the Company as the Company’s board Board of directors Directors may from time to time may reasonably deem necessarydirect. During such period as Xxxxx X. Xxxxxxxxx, proper Ph.D. is a consultant to or advisable and employed by the Company, Executive agrees to serve as the Executive shall accept so long as such other offices, and the duties and responsibilities related thereto, are reasonably complimentary to Executive’s role as Chief Executive Officer of the Company and of no lesser role than senior executive management of such subsidiary or affiliateCo-President with Xxxxx X. Xxxxxxxxx. Executive hereby accepts such employment and agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him his or incidental to the offices assumed by him pursuant to this Section. Executive shall devote substantially all of his business time and attention to the business and affairs of the Company Company, but Executive shall not be required to devote any minimum amount of time or report or perform his duties hereunder on a fixed or periodic basis, and the performance of Executive’s duties and responsibilities hereunder. Executive may engage or participate in such other activitiesactivities incidental to any other employment, including serving occupation or business venture or enterprise as do not materially interfere with or compromise his ability to perform his duties hereunder. Notwithstanding the foregoing, however, the commencement date of the Term (the “Commencement Date”) shall be deferred until the date that is not more than six (6) months following the date on which the board Company has received debt or equity financing aggregating not less than $2,500,000.00, and until such date Executive shall serve as a consultant to the Company at an hourly rate of directors $120.00 per hour and shall be permitted to continue his full time employment with Unigene Laboratories Inc. As a consultant to the Company, Executive shall not be required to devote any minimum number of other companies whose hours to the business activities are not directly competitive with that of the Company, and in a manner as do not interfere or conflict withhe shall coordinate his schedule and responsibilities with Xx. Xxxxxxxxx, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Company’s board of directors has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities President of the Company. The Company shall give notice to Executive represents of the date on which it has received such financing aggregating not less than $2,500,000.00, and warrants to Executive shall advise the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations date on the Executive’s part which he intends to be performed hereunder in accordance with its terms; and (ii) that the Executive is not a party to any agreement or understanding, written or oralcommence his full-time employment under this Agreement, which could prevent date shall be not less than six (6) months after the Executive from entering into this Agreement or performing all date of the ExecutiveCompany’s obligations hereundernotice to him.

Offices and Duties. During Commencing as of the date the Company consummates the acquisition of Artisan (the “Effective Date”), the Company agrees to employ Employee during the Term (as hereinafter defined)) to manage the day-to-day activities of “artisan” and to perform such other duties and work with other employees of the Company and its Affiliates (as defined below, Executive shall serve but essentially, IVFH and its subsidiaries, whether now in existence or later established) in connection therewith on behalf of the Company as the Board of Directors of the Company or the Company’s senior officers (e.g., the Chief Executive Officer of or the Company President and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities as are Chief Information Officer) may from time to time assigned to the Executive by the Company’s board of directorsreasonably direct. The Company’s board Board of directors Directors of the Company may elect or designate Executive Employee to serve in such other corporate offices of the Company or a subsidiary or affiliate of the Company an Affiliate as the Company’s board of directors it may from time to time may reasonably deem necessary, proper or advisable with the consent of Employee, which shall not be unreasonably withheld or delayed. Employee hereby accepts such employment and as the Executive shall accept so long as such other offices, and the duties and responsibilities related thereto, are reasonably complimentary to Executive’s role as Chief Executive Officer of the Company and of no lesser role than senior executive management of such subsidiary or affiliate. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the CompanyCompany and its Affiliates, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Executive Employee shall devote all of his business time and attention to the business and affairs of the Company Company. The previous sentence notwithstanding, Employee may, during business hours, (i) attend to personal matters involving charitable activities and passive investments and (ii) devote less than 5% of his time to the business of W.A. Imports, Inc., a corporation formed under the laws of Illinois which is in the business of importing, distributing and/or manufacturing citrus products and condiments (“WAI”), which business activities shall be limited to preparing sales invoices and attending trade shows, provided that these matters do not interfere with the performance of Executive’s his duties and responsibilities hereunderunder this Agreement. Executive may engage or participate in such other activities, including serving on the board of directors of other companies whose business activities are not directly competitive with that of the Company, and in a manner as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Company’s board of directors has expressly consented and approved in advance in writing. Executive Employee shall at all times be subject to the supervision, direction and control of the Company’s board Board of directors, Directors of the Company and observe and comply with such written rules, regulations, policies and practices as the Company’s board Board of directors Directors of the Company may from time to time establishreasonably establish in the exercise of its good faith discretion. Executive shall report to The term “Affiliate” means, at any time during the Term, any company, corporation, partnership, association or entity of any type or nature that controls or is controlled by the Company’s board of directors on a regular basis regarding the business activities of , or is under common control with the Company. The Executive represents By way of illustration, as of the Effective Date, Affiliates include IVFH and warrants to the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms; and (ii) that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereundersubsidiaries.

Offices and Duties. (a) During the Term (as hereinafter defined), Executive shall serve as the Chief Executive Financial Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities consistent with such position as are from time to time reasonably assigned to the Executive by the Company’s board Chief Executive Officer or Board of directorsDirectors (the “Board”). The Company’s board of directors may elect or designate Executive to serve in such other corporate offices of the Company or a subsidiary or affiliate of the Company as the Company’s board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive shall accept so long as such other offices, and the Such duties and responsibilities related thereto, are reasonably complimentary shall include but not be limited to Executive’s role as Chief Executive Officer general oversight and management over all financial operations of the Company and any subsidiaries of no lesser role than senior executive management of such subsidiary or affiliatethe Company. Executive shall report to the Company’s Chief Executive Officer. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him his or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoing, Company acknowledges that Executive may engage or participate shall be permitted to render the services set forth in Schedule 1 hereto and such other activities, including serving on the board of directors of other companies whose business activities are not directly competitive with that of the Company, and in a manner as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Company’s board of directors Board has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities of the Company. The Executive represents and warrants to the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms; terms and (ii) that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder. The Company represents and warrants to Executive that the Company has the legal right to enter into this Agreement and to perform all of the obligations on the Company’s part to be performed hereunder in accordance with its terms and that the Company is not a party to any agreement or understanding, written or oral, which could prevent the Company from entering into this Agreement or performing all of the Company’s obligations hereunder.

Offices and Duties. During the Term (as hereinafter defined), Executive shall serve as the Chief Executive Officer President of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities as are from time to time assigned to the Executive by the Company’s Chief Executive Officer and board of directors. The Company’s board of directors may elect or designate Executive to serve in such other corporate offices of the Company or a subsidiary or affiliate of the Company as the Company’s board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive shall accept so long as such other offices, and the duties and responsibilities related thereto, are reasonably complimentary to Executive’s role as Chief Executive Officer of the Company and of no lesser role than senior executive management of such subsidiary or affiliateaccept. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Executive may engage or participate in such other activities, including serving on the board of directors of activities incidental to any other companies whose business activities are not directly competitive with that of the Company, and in a manner full-time employment or occupation as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Company’s board of directors has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s Chief Executive Officer and its board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities of the CompanyChief Executive Officer. The Executive represents and warrants to the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms; terms and (ii) that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder.

Offices and Duties. During the Term (as hereinafter defined), Executive shall serve as the Chief Executive Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities as are from time to time assigned to the Executive by the Company’s board of directors. The Company’s board of directors may elect or designate Executive to serve in such other corporate offices of the Company or a subsidiary or affiliate of the Company as the Company’s board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive shall accept so long as such other offices, and the duties and responsibilities related thereto, are reasonably complimentary to Executive’s role as Chief Executive Officer of the Company and of no lesser role than senior executive management of such subsidiary or affiliateaccept. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. Executive may engage or participate in such other activities, including serving on the board of directors of activities incidental to any other companies whose business activities are not directly competitive with that of the Company, and in a manner full-time employment or occupation as do not interfere or conflict with, or compromise his ability to perform, his duties hereunder, and do not create a potential business conflict, and with respect to which the Company’s board of directors has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities of the Companydirectors. The Executive represents and warrants to the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms; terms and (ii) that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder.

Offices and Duties. During the Term (as hereinafter defined), Executive shall serve as the Chief Executive Financial Officer of the Company and shall have such duties and responsibilities that are commensurate with such position and such other duties and responsibilities as are from time to time assigned to the Executive by the Company’s Chief Executive Officer and the Company’s board of directors. The Company’s board of directors may elect or designate Executive to serve in such other corporate offices of the Company or a similar capacity for a subsidiary or affiliate of the Company as the Company’s board of directors from time to time may reasonably deem necessary, proper or advisable and as the Executive shall accept so long as such other offices, and the duties and responsibilities related thereto, are reasonably complimentary to Executive’s role as Chief Executive Officer of the Company and of no lesser role than senior executive management of such subsidiary or affiliateaccept. Executive hereby agrees that throughout the Term he shall faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Executive shall devote all of his business time and attention to the business and affairs of the Company and the performance of Executive’s duties and responsibilities hereunder. ; provided, however, Executive may engage serve as an advisor or participate in director to other organizations as long as such other activities, including serving on activities are disclosed to and approved by the Company’s Chief Executive Officer or board of directors of other companies whose business activities are (which approval will not directly competitive with that of the Company, be unreasonably withheld) and in a manner as do not interfere or conflict with, or compromise his ability to perform, with his duties hereunder, and do not create a potential business conflict, and with respect or obligations to which the Company’s board of directors has expressly consented and approved in advance in writing. Executive shall at all times be subject to the supervision, direction and control of the Company’s Chief Executive Officer and board of directors, and observe and comply with such written rules, regulations, policies and practices as the Company’s board of directors may from time to time establish. Executive shall report to the Company’s board of directors on a regular basis regarding the business activities of the CompanyChief Executive Officer. The Executive represents and warrants to the Company that (i) the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms; terms and (ii) that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder.