Position and Services. (a) The Executive will hold the position of President and Chief Executive Officer of the Company. The Executive will report directly to the Board of Directors of the Company (the “Board”) and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, overall management responsibility for the operations and administration of the Company.
(b) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval by the Board, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof.
(c) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The Executive is currently serving as a Class 2 director on the Company’s Board for a term ending at the 2023 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as Class 2 director to the Board for successive terms, at every time at which Class 2 directors are nominated to the stockholders for election, as long as the Executive serves as President and Chief Executive Officer unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a dir...
Position and Services. Subject as otherwise herein provided, the Company hereby engages the Consultant as an independent contractor and not as an employee or agent of the Company as of the Effective Date, and hereby appoints the Principal to the position of CEO of the Company. As of the Effective Date, the Consultant will cause the Principal to perform the duties and responsibilities normally and reasonably associated with the position of CEO including, without limitation, those duties set out in Schedule “A” attached hereto and such other duties and responsibilities as may from time to time be assigned by the Company to the Consultant, subject always to the limitations as may from time to time be set by the Company (all services to be provided by the Consultant hereunder are referred to as the “Services”).
Position and Services. (a) Employee will occupy the position of President and Chief Executive Officer of Employer. Employee will also be a member of the Employer's Board of Directors (the "Board of Directors"), subject to the terms of the Employer's Third Restated Certificate of Incorporation as amended from time to time. Any subsequent substantial diminution in the position, office or duties of Employee (other than any such diminution resulting from a Change in Control (as such term is defined in Section 12 hereof)) or material breach by the Employer of its obligations under this Agreement shall be deemed a termination of this Agreement other than "for cause" as defined in Section 9 hereof. Employee will report directly to the Board of Directors and shall have such duties and responsibilities as are set forth in the Employer's Amended and Restated By-Laws, as amended from time to time, which duties and responsibilities shall include, but not be limited to, overall management responsibility for the operations and administration of Employer as well as such other duties and responsibilities, consistent with Employee's position as President and Chief Executive Officer, as shall be defined by the Board of Directors.
(b) Employee will be expected to be in the full-time employment of Employer, to devote substantially all of his business time and attention, and exert his best efforts, to the performance of his duties hereunder, and to serve Employer diligently and to the best of his ability. During the Employment Period, the Employee shall devote his full business time to the business and interests of the Employer; provided, that, except to the extent set forth in the Prior Agreements (as such term is defined in Section 8 hereof), nothing set forth herein shall prohibit the Employee from engaging in other activities to the extent that such activities do not impair the ability of the Employee to perform his duties and obligations under this Agreement.
Position and Services. (i) Employee shall hold the position of ______________________ of Employer, or such other position as may be determined by the Employer's Board of Directors (the "Board"). Employee shall have such duties, responsibilities, and authority with respect to such position as are consistent with the duties, responsibilities, and authority he has as of the date of the execution of this Agreement or such other responsibilities, duties, and authority as from time to time may be assigned to 2 Employee by the Board, including (but not limited to) serving on the Board, if elected.
(ii) Employee will be expected to be in the full-time employment of Employer, and to devote all of his business time, attention, and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, Employee may make and manage passive personal business investments of his choice and serve in any capacity with any civic, educational, or charitable organization, or any trade association, without seeking or obtaining approval by the Board, provided such activities and service do not interfere or conflict with the performance of his duties hereunder or violate the provisions hereof.
Position and Services. 2.1 Subject always to the general control and direction of the Board, the Corporation hereby appoints and engages the Consultant as a consultant with respect to the Services (as defined below) of the Individual and the Consultant hereby accepts such appointment and engagement by the Corporation as consultant, all upon and subject to the terms and conditions of this Agreement.
2.2 During the term of this Agreement, the Consultant, through the Individual, will act in the role of SSA to the Corporation and any affiliates of the Corporation, director of the Board, and will provide the Company with the Services. The Consultant, through the Individual, will provide the Services to the Corporation and its subsidiaries, and will be available to provide the Services to the Corporation in a timely manner as required in connection with the performance of the Services. It is expected that the Individual will spend the required amount of time necessary to fulfill the Services. In performing the Services, the Individual will at all times and in all respects do their utmost to enhance and develop the business interests and welfare of the Corporation.
2.3 The Individual will comply with all applicable statutes and regulations and the lawful requirements and directions of any governmental authority having jurisdiction with respect to the Services he provides including the obtaining of all necessary permits and licences.
2.4 The Individual will refer to the Chief Executive Officer of the Corporation on all matters and transactions in which a real or perceived conflict of interest between the Individual and the Corporation or any of its affiliates may arise.
2.5 The Individual will perform those duties and responsibilities normally and reasonably associated with the position of SSA together with such other duties and responsibilities as may from time to time be assigned by the Corporation to the Individual that are commensurate with such position (the “Services”). The Individual acknowledge and agree that:
(a) the Individual will perform the Services on behalf of the Corporation and its affiliates, accordingly, in this Agreement the term “Corporation” means Algernon Pharmaceuticals Inc. and all of its affiliates and subsidiaries; and
(b) the Individual will devote his time as required as SSA to the business and affairs of the Corporation.
(c) in the course of performing the Services, the Individual may be required to travel; and
(d) the Individual may be appointed to other m...
Position and Services. 3.1 BEST EFFORTS. Executive will occupy the position of Chief Financial Officer of Employer. During the Employment Period, Executive will devote his best efforts and substantially all of his business time and attention to the performance of his duties hereunder and to the business and affairs of Employer, except for vacation periods as set forth herein and reasonable periods of illness or other incapacities permitted by Employer's general employment policies.
Position and Services. The Executive will hold the position of President & CEO and will have powers and duties consistent with such position as may from time to time be prescribed by the CEO and Board of Directors of the Company (the “Board”), as outlined in Exhibit A (the “Services”). The Executive will report directly to the CEO and will comply with all lawful instructions given by the CEO.
Position and Services. The Employer hereby confirms the employment of the Employee, and the Employee hereby confirms his employment with the Employer, requiring substantially the same time commitment and encompassing substantially the same responsibilities as the Employee has, in good faith and in the ordinary course of business, performed for the Employer, and to perform such other duties as may from time to time reasonably be delegated to the Employee by the Employer’s Board of Directors (the “Board”), a committee thereof or a designated officer (collectively, the “Services”). During the Employment Period (as defined below), the Employee will hold the office of President of the Employer.
Position and Services. The Executive will hold the position of Senior Vice President of Preclinical Research and Development and will have powers and duties consistent with such position as may from time to time be prescribed by the CEO and Board of Directors of the Company (the “Board”), as outlined in Exhibit A (the “Services”). The Executive will report directly to the CEO and will comply with all lawful instructions given by the CEO.
Position and Services. Subject as otherwise herein provided, during the Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as the Chief Administrative Officer and an executive of the Company, and the Executive hereby agrees to accept such position and be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company’s various Business interests during the Term and during the continuance of this Agreement (collectively, the “Services”); it being acknowledged and agreed by each of the Parties that the Executive shall commit and provide to the Company the Services on a reasonably sufficient and full-time basis during the Term and during the continuance of this Agreement for which the Company, as more particularly set forth herein, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Article 3 herein.
