Common use of Position and Services Clause in Contracts

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. (a) Employee will occupy the position of President Chairman of the Board of Directors of 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. In addition, Employee will occupy the position of President of RSA Capital. Any subsequent substantial diminution in the position, office or duties of Employee (other than any such diminution resulting from either a Reduced Employment Status (as such term is defined in Section 10 hereof) or a Change in Control (as such term is defined in Section 12 13 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, and, with respect to the Employee's position as President of RSA Capital, RSA Capital's By-laws, which duties and responsibilities shall include, but not be limited to, overall management responsibility for the operations and administration of Employer as well as : (i) performing such other duties and responsibilities, consistent with possessing such powers as are assigned to him by the Board of Directors in Employee's position as Chairman of the Board of Directors; (ii) having general charge and supervision of the business of RSA Capital in Employee's position as President of RSA Capital; and (iii) such other duties and Chief Executive Officer, responsibilities as shall be defined by the Board of Directors. (b) Except as otherwise provided in Section 10, 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 Except as otherwise provided in Section 10, 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. (a) Employee 2.1 The Executive will occupy be employed by the Company in the position of Vice President of Research and Chief Operations. The Executive Officer of Employer. Employee will also be a member of acknowledges and agrees that, this Agreement the Employer's Board of Directors (the term "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 Company" means Algernon Pharmaceuticals Inc. and all of its obligations under this Agreement affiliates and subsidiaries. 2.2 The Executive's duties and responsibilities shall be deemed a termination include those duties and responsibilities normally and reasonably associated with the position of this Agreement Vice President of Research and Operations together with such 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 may from time to timetime be assigned by the Company to the Executive that are commensurate with such position, which and as further detailed in Schedule "A" to this Agreement (the "Services"). During the Executive's employment, other duties and responsibilities shall include, but not or management positions may be limited to, overall management responsibility for reasonably assigned to him from time to time by the operations and administration of Employer as well as such other duties and responsibilitiesCEO, consistent with Employee's position as President his executive position. The Executive acknowledges and Chief agrees that such changes shall not constitute a constructive dismissal or breach of this Agreement. 2.3 The Executive Officerrepresents and warrants to the Company that he has the required qualifications, as skills and experience to perform the duties and exercise the responsibilities that shall be defined by required of the Board of DirectorsExecutive under this Agreement. (b2.4 During the Term of this Agreement, the Executive shall at all times: a) Employee will be expected to be in the full-time employment of Employer, to devote substantially all of his business full time and attention, attention and exert his provide the Executive's best efforts, to the performance of his duties hereunder, skills and to serve Employer diligently and to the best of his ability. During the Employment Period, the Employee shall devote his full business time talents to the business of the Company during the Executive's working hours; b) faithfully, honestly and diligently perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement; c) deal at all times in good faith with the Company and its employees, contractors and suppliers; d) 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; e) refer to the CEO of the Company on all matters and transactions in which a real or perceived conflict of interest between the Executive and the Company or any of its affiliates may arise; f) perform the Services in a competent and efficient manner and will carry out all lawful instructions and directions from time to time given to the Executive from the Company; and g) act at all times in the best interests of the Employer; provided, that, except to Company and in accordance with 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 Executive's obligations under this Agreement.