Common use of Offices and Duties Clause in Contracts

Offices and Duties. 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, 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 or the President and Chief Information Officer) may from time to time reasonably direct. The Board of Directors of the Company may elect or designate Employee to serve in such corporate offices of the Company or an Affiliate as it may from time to time deem necessary, proper or advisable with the consent of Employee, which shall not be unreasonably withheld or delayed. Employee 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 and its Affiliates, perform the duties assigned to him pursuant to this Section. Employee shall devote all of his business time and attention to the business and affairs of the 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 his duties and responsibilities under this Agreement. Employee shall at all times be subject to the direction and control of the Board of Directors of the Company and observe and comply with such rules, regulations, policies and practices as the Board of Directors of the Company may from time to time reasonably establish in the exercise of its good faith discretion. 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, or is under common control with the Company. By way of illustration, as of the Effective Date, Affiliates include IVFH and all of its subsidiaries.

Offices and Duties. Commencing as of the date the Company consummates the acquisition of Artisan (the “Effective Date”), the Company agrees to employ Employee during a) During the Term (as hereinafter defined) to manage ), Executive shall serve as the day-to-day activities Chief Financial Officer of “artisan” the Company and to perform shall have such duties and responsibilities that are commensurate with such position and such other duties and work responsibilities consistent with other employees of the Company and its Affiliates (such position as defined below, 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 or the President and Chief Information Officer) may are from time to time reasonably direct. The assigned to Executive by the Company’s Chief Executive Officer or Board of Directors (the “Board”). Such duties and responsibilities shall include but not be limited to general oversight and management over all financial operations of the Company may elect or designate Employee to serve in such corporate offices and any subsidiaries of the Company or an Affiliate as it may from time Company. Executive shall report to time deem necessary, proper or advisable with the consent of Employee, which shall not be unreasonably withheld or delayedCompany’s Chief Executive Officer. Employee 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 and its AffiliatesCompany, perform the duties assigned to his or incidental to the offices assumed by him pursuant to this Section. Employee Executive shall devote all of his business time and attention to the business and affairs of the CompanyCompany and the performance of Executive’s duties and responsibilities hereunder. The previous sentence notwithstandingNotwithstanding the foregoing, 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 Company acknowledges that Executive shall be limited permitted to preparing sales invoices render the services set forth in Schedule 1 hereto and attending trade shows, provided such other activities that these matters do not interfere with the performance of or conflict with, or compromise his ability to perform, his duties hereunder, and responsibilities under this Agreementdo not create a potential business conflict, and with respect to which the Board has expressly consented and approved in advance in writing. Employee shall at all times be subject Executive represents and warrants to the direction Company that Executive has the legal right to enter into this Agreement and control to perform all of the Board obligations on Executive’s part to be performed hereunder in accordance with its terms and that Executive is not a party to any agreement or understanding, written or oral, which could prevent Executive from entering into this Agreement or performing all of Directors 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 and observe and comply with such rulesis not a party to any agreement or understanding, regulationswritten or oral, policies and practices as which could prevent the Board of Directors Company from entering into this Agreement or performing all of the Company may from time to time reasonably establish Company’s obligations hereunder. (b) Executive shall work at Company’s headquarters in the exercise of its good faith discretion. The term “Affiliate” meansNew York, 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, or is under common control with the Company. By way of illustration, as of the Effective Date, Affiliates include IVFH and all of its subsidiariesNew York.

Offices and Duties. Commencing as of the date the The Company consummates the acquisition of Artisan (the “Effective Date”), the Company agrees to employ Employee hereby employs Executive during the Term (as hereinafter defined) to manage serve as the dayCompany’s Co-to-day activities of “artisan” President and Chief Operating Officer and to perform such other executive and supervisory duties and work with other employees of the Company and its Affiliates (as defined below, but essentially, IVFH and its subsidiaries, whether now in existence or later established) in connection therewith on behalf of the Company as the Company’s Board of Directors of the Company or the Company’s senior officers (e.g., the Chief Executive Officer or the President and Chief Information Officer) may from time to time reasonably direct. The Board of Directors of During such period as Xxxxx X. Xxxxxxxxx, Ph.D. is a consultant to or employed by the Company may elect or designate Employee Company, Executive agrees to serve in such corporate offices of the Company or an Affiliate as it may from time to time deem necessary, proper or advisable Co-President with the consent of Employee, which shall not be unreasonably withheld or delayedXxxxx X. Xxxxxxxxx. Employee 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 and its AffiliatesCompany, perform the duties assigned to his or incidental to the offices assumed by him pursuant to this Section. Employee Executive shall devote substantially all of his business time and attention to the business and affairs of the 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 Executive may engage or participate in such other activities incidental to any other employment, occupation or business venture or enterprise as do not materially interfere with or compromise his ability to perform his duties hereunder. The previous sentence notwithstandingNotwithstanding the foregoing, Employee mayhowever, during business hours, the commencement date of the Term (ithe “Commencement Date”) attend to personal matters involving charitable activities and passive investments and shall be deferred until the date that is not more than six (ii6) devote months following the date on which the Company has received debt or equity financing aggregating not less than 5% $2,500,000.00, and until such date Executive shall serve as a consultant to the Company at an hourly rate of $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 hours to the business of W.A. Importsthe Company, 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 he shall be limited to preparing sales invoices and attending trade shows, provided that these matters do not interfere with the performance of coordinate his duties schedule and responsibilities with Xx. Xxxxxxxxx, the President of the Company. The Company shall give notice to Executive of the date on which it has received such financing aggregating not less than $2,500,000.00, and Executive shall advise the Company of the date on which he intends to commence his full-time employment under this Agreement. Employee , which date shall at all times be subject to not less than six (6) months after the direction and control date of the Board of Directors of the Company and observe and comply with such rules, regulations, policies and practices as the Board of Directors of the Company may from time Company’s notice to time reasonably establish in the exercise of its good faith discretion. 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, or is under common control with the Company. By way of illustration, as of the Effective Date, Affiliates include IVFH and all of its subsidiarieshim.

Offices and Duties. Commencing as of the date the Company consummates the acquisition of Artisan (the “Effective Date”), the Company agrees to employ Employee during a) During the Term (as hereinafter defined) to manage ), Executive shall serve as the day-to-day activities President and CEO of “artisan” the Company and to perform shall have such duties and responsibilities that are commensurate with such position and such other duties and work responsibilities consistent with other employees of the Company and its Affiliates (such position as defined below, 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 or the President and Chief Information Officer) may are from time to time reasonably direct. The assigned to Executive by the Company’s Board of Directors (the "Board"). Such duties and responsibilities shall include but not be limited to the following: (i) general oversight and management over all day to day operations of the Company may elect and any subsidiaries of the Company, (ii) oversight and supervision, directly or designate Employee indirectly, over all employees of the Company, including but not limited to serve the right and authority to hire and terminate such employees (other than the Chief Financial Officer), and (iii) in such corporate offices 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 employee of the Company and all employees of the Company will report directly or an Affiliate as it may from time indirectly to time deem necessary, proper or advisable with him; provided the consent of Employee, which foregoing shall not be unreasonably withheld interpreted as preventing the Chief Financial Officer to report dually to Executive and to the Board or delayedany committee thereof, including the Audit Committee. Employee Executive will advise the Board before terminating any officer of the Company and will give Board the opportunity to comment on and discuss such proposed termination, although Executive’s decision (with respect to all employees other than the Chief Executive Officer) will be final. 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 and its AffiliatesCompany, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Employee Executive shall devote all of his business time and attention to the business and affairs of the CompanyCompany and the performance of Executive’s duties and responsibilities hereunder. The previous sentence notwithstandingNotwithstanding the foregoing, 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 Company acknowledges that Executive shall be limited permitted to preparing sales invoices render the services set forth in Schedule 1 hereto and attending trade shows, provided such other activities that these matters do not interfere with the performance of or conflict with, or compromise his ability to perform, his duties hereunder, and responsibilities under this Agreementdo not create a potential business conflict, and with respect to which the Board has expressly consented and approved in advance in writing. Employee shall at all times be subject Executive represents and warrants to the direction Company that Executive has the legal right to enter into this Agreement and control to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms and that Executive is not a party to any agreement or understanding, written or oral, which could prevent Executive from entering into this Agreement or performing all of 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. (b) Executive shall be included in any slate of directors nominated by the Board, or a committee thereof, during the Term of this Agreement and Executive agrees to serve on the Board if elected. Executive agrees to resign as a director from the Board upon the termination of this Agreement if requested to do so by the Board. In addition, Executive shall have the right to submit to the Nominating Committee of the Board one additional independent director to be included on any slate of Directors directors nominated by the Board, or a committee thereof, during the Term of this Agreement (or initially to fill a vacancy on the Company and observe and comply with Board); provided such rules, regulations, policies and practices as candidate is reasonably acceptable to the Board of Directors of the Company may from time to time reasonably establish based on such candidate's experience and background. (c) Executive shall work at Company’s headquarters in the exercise of its good faith discretion. The term “Affiliate” meansNew York, 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, or is under common control with the Company. By way of illustration, as of the Effective Date, Affiliates include IVFH and all of its subsidiariesNew York.

Offices and Duties. Commencing as of the date the Company consummates the acquisition of Artisan (the “Effective Date”), the Company agrees to employ Employee during During the Term (as hereinafter defined) to manage ), Executive shall serve as the day-to-day activities Chief Executive Officer of “artisan” the Company and to perform shall have such duties and responsibilities that are commensurate with such position and such other duties and work with other employees of the Company and its Affiliates (responsibilities as defined below, 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 or the President and Chief Information Officer) may are from time to time reasonably directassigned to the Executive by the Company’s board of directors. The Board Company’s board of Directors of the Company directors may elect or designate Employee Executive to serve in such other corporate offices of the Company or an Affiliate a subsidiary or affiliate of the Company as it may the Company’s board of directors from time to time may reasonably deem necessary, proper or advisable with and as the consent 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 Employee, which shall not be unreasonably withheld the Company and of no lesser role than senior executive management of such subsidiary or delayedaffiliate. Employee 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 and its AffiliatesCompany, perform the duties assigned to him or incidental to the offices assumed by him pursuant to this Section. Employee Executive shall devote all of his business time and attention to the business and affairs of the CompanyCompany and the performance of Executive’s duties and responsibilities hereunder. The previous sentence notwithstandingExecutive may engage or participate in such other activities, Employee may, during business hours, (i) attend to personal matters involving charitable activities and passive investments and (ii) devote less than 5% including serving on the board of his time to the business directors 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 other companies whose business activities shall be limited to preparing sales invoices are not directly competitive with that of the Company, and attending trade shows, provided that these matters in a manner as do not interfere with the performance of or conflict with, or compromise his ability to perform, his duties hereunder, and responsibilities under this Agreementdo 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. Employee Executive shall at all times be subject to the supervision, direction and control of the Board Company’s board of Directors of the Company directors, and observe and comply with such written rules, regulations, policies and practices as the Board Company’s board of Directors of the Company directors may from time to time reasonably establish in the exercise of its good faith discretionestablish. 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 Executive shall report to the Company, or is under common control with ’s board of directors on a regular basis regarding the business activities of the Company. By way of illustration, as 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 Effective Dateobligations 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, Affiliates include IVFH and written or oral, which could prevent the Executive from entering into this Agreement or performing all of its subsidiariesthe Executive’s obligations hereunder.

Offices and Duties. Commencing as of the date the The Company consummates the acquisition of Artisan (the “Effective Date”), the Company agrees to employ Employee hereby employs Executive during the Term (as hereinafter defined) to manage serve as the day-to-day activities of “artisan” Company’s President and Chief Executive Officer and to perform such other executive and supervisory duties and work with other employees of the Company and its Affiliates (as defined below, but essentially, IVFH and its subsidiaries, whether now in existence or later established) in connection therewith on behalf of the Company as the Company’s Board of Directors of the Company or the Company’s senior officers (e.g., the Chief Executive Officer or the President and Chief Information Officer) may from time to time reasonably direct. During such period as Xxxxx X. Xxxxxxxx, Ph.D. is a consultant to or employed by the Company, Executive agrees to serve as Co-President with Xxxxx X. Xxxxxxxx. Until such time as the Company employs a person to act as a controller or Chief Financial Officer, Executive also agrees to serve as the Company’s Acting Chief Financial Officer. The Company agrees to employ a person to act as a controller or Chief Financial Officer immediately after the Company receives its initial debt or equity financing. By its approval of this Agreement, the Company’s Board of Directors shall also agree to elect Executive to serve as the Company’s Chairman of the Company may elect or designate Employee to serve in such corporate offices of the Company or an Affiliate as it may from time to time deem necessary, proper or advisable with the consent of Employee, which shall not be unreasonably withheld or delayedBoard. Employee Executive hereby accepts such employment and agrees that throughout the Term he she shall faithfully, diligently and to the best of his her ability, in furtherance of the business of the Company and its AffiliatesCompany, perform the duties assigned to him her or incidental to the offices assumed by her pursuant to this Section. Employee Executive shall devote substantially all of his her business time and attention to the business and affairs of the Company, but Executive shall not be required to devote any minimum amount of time or report or perform her duties hereunder on a fixed or periodic basis, and Executive may engage or participate in such other activities incidental to any other employment, occupation or business venture or enterprise as do not materially interfere with or compromise her ability to perform her duties hereunder. The previous sentence notwithstandingNotwithstanding the foregoing, Employee mayhowever, during business hours, (i) attend to personal matters involving charitable activities and passive investments and (ii) devote until such time as the Company has received debt or equity financing aggregating not less than 5% of his $1,250,000.00, Executive shall not be required to work on a full-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 his duties and responsibilities under this Agreement. Employee shall at all times be subject to the direction and control of the Board of Directors of basis for the Company and observe may continue to work as a professor at Seton Hall University and comply with during such rules, regulations, policies and practices as the Board of Directors period Executive shall be paid at a per annum rate equal to seventy-five percent (75%) of the Company may from time to time reasonably establish in the exercise of its good faith discretion. The term “Affiliate” meansBase Salary and, at any time during the Term, any company, corporation, partnership, association or entity of any type or nature that controls or within six (6) months after such financing is controlled received by the CompanyCompany Executive shall cease her teaching activities as presently conducted by her, although Executive may continue to teach on less than a full-time basis provided that it does not materially interfere with or is under common control with compromise her ability to perform her duties as a full-time employee of the Company. By way of illustration, as of the Effective Date, Affiliates include IVFH and all of its subsidiaries.