Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group President, VIASYS International of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Executive Vice President and Group President, VIASYS International Respiratory Care of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group President, VIASYS International Neurocare of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the The Executive is currently employed as Group Corporate Vice President, VIASYS International Human Resources of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the The Executive is currently employed as Group Senior Vice President, VIASYS International Business Operations of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group President, VIASYS International Orthopedics of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), ) or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group Corporate Vice President, VIASYS International Finance of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), ) or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the The Executive is currently employed as Executive Vice President and Group President, VIASYS International Respiratory Care of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group Division President, VIASYS International Customer Care of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), ) or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group PresidentExecutive Vice President and General Manager, VIASYS International Respiratory Care of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), ) or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the The Executive is currently employed as Senior Vice President and Group President, VIASYS International MedSystems of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, The Executive is currently employed as the Executive is employed as Vice President and Group President, VIASYS International Respiratory Care of the Company, Company and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or positions and such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor Board from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s his entire business time, attention and energies to the business and interest of the Company in performing the Executive’s his duties and responsibilities under this Agreement, and and, to that end but without limitation of the foregoingend, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or in each case; provided that such positions do not materially interfere with the Chief Executive Officerproper performance of the Executive’s duties and responsibilities as set forth in Section 3. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s his personal investments and affairs, provided provided, that such activities do not materially interfere with the proper performance of the Executive’s his duties and responsibilities as set forth in this Section 3. (d) The Executive, in carrying out his duties and responsibilities under this Agreement, shall report directly to the Chairman, the Chief Executive Officer, the President or the Chief Operating Officer of the Company, as determined by the Board.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, The Executive is currently employed as the Executive is employed as Group Vice President, VIASYS International General Counsel and Business Development and Secretary of the Company, Company and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or positions and such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor Board from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s his entire business time, attention and energies to the business and interest of the Company in performing the Executive’s his duties and responsibilities under this Agreement, and and, to that end but without limitation of the foregoingend, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or in each case; provided that such positions do not materially interfere with the Chief Executive Officerproper performance of the Executive’s duties and responsibilities as set forth in Section 3. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s his personal investments and affairs, provided provided, that such activities do not materially interfere with the proper performance of the Executive’s his duties and responsibilities as set forth in this Section 3. (d) The Executive, in carrying out his duties and responsibilities under this Agreement, shall report directly to the Chief Executive Officer of the Company.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, The Executive is currently employed as the Executive is employed as Group Vice President, VIASYS International Chief Financial Officer and Director, Investor Relations of the Company, Company and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or positions and such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor Board from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s his entire business time, attention and energies to the business and interest of the Company in performing the Executive’s his duties and responsibilities under this Agreement, and and, to that end but without limitation of the foregoingend, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or in each case; provided that such positions do not materially interfere with the Chief Executive Officerproper performance of the Executive’s duties and responsibilities as set forth in Section 3. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s his personal investments and affairs, provided provided, that such activities do not materially interfere with the proper performance of the Executive’s his duties and responsibilities as set forth in this Section 3. (d) The Executive, in carrying out his duties and responsibilities under this Agreement, shall report directly to the Chief Executive Officer of the Company. (e) In the event of a termination of employment of the Executive for any reason, the Executive shall immediately resign as a member of the Board and as a member of each of the boards of directors of the Company’s Affiliates upon which the Executive serves.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group President, VIASYS International MedSystems of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), ) or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group President, VIASYS International of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment TermTerm of Employment, the Executive shall be employed and serve as the Executive Vice President Global Systems Capability & Chief Supply Officer of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for the management of the affairs of the Company as directed by the Board and/or the Company's Chief Executive Officer ("CEO"). The Executive shall devote the Executive’s entire substantially all of his business time, attention and energies skill to the business performance of such duties and interest responsibilities, and shall use his best efforts to promote the interests of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Company. The Executive shall not serve on the board of directors of other corporations or entities have all authority commensurate with such position. The Executive shall not, without the prior written approval of the Board or Board, engage in any other business activity which is in violation of policies established from time to time by the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) Company. Anything herein to the contrarycontrary notwithstanding, nothing herein shall preclude the Executive from (ia) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizationsorganizations (subject to the reasonable approval of the Board), (iib) engaging in charitable activities and community affairs, and (iiic) managing the Executive’s his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s his duties and responsibilities as set forth in this Section 3an executive officer of the Company.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the The Executive is currently employed as Group Division President, VIASYS International Pulmonetics of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the Executive is employed as Group Senior Vice President, VIASYS International Legal and Corporate Development and Secretary of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), ) or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the The Executive is currently employed as Senior Vice President and Group President, VIASYS International Orthopedics of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the The Executive is currently employed as Executive Vice President and Group President, VIASYS International NeuroCare of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.

Position, Duties and Responsibilities. (a) Commencing on the Effective Date, the The Executive is currently employed as Group President, VIASYS International Customer Care and Information Technology of the Company, and the Executive has been assigned and shall be assigned such duties and responsibilities as are reasonably consistent with such position(s), or such other position, duties and responsibilities as the CEO or the Executive’s direct supervisor from time to time deems appropriate. (b) During the Employment Term, the Executive shall devote the Executive’s entire business time, attention and energies to the business and interest of the Company in performing the Executive’s duties and responsibilities under this Agreement, and to that end but without limitation of the foregoing, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board or the Chief Executive Officer. (c) Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs, provided that such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities as set forth in this Section 3.