The Executive. This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive, except that the Executive’s rights to receive any compensation or benefits under this Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or pursuant to a domestic relations order. This Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, beneficiaries and/or legal representatives.
The Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary (in accordance with Section 10 herein) or, if there be no such beneficiary, to the Executive's estate.
The Executive. The Executive’s rights and obligations under this Agreement shall not be transferable by the Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if the Executive shall die, all amounts then payable to the Executive hereunder shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee or, if there be no such designee, to the Executive’s estate.
The Executive. (i) has not been convicted within the last five (5) years of any felony or misdemeanor in connection with the offer, purchase, or sale of any security or any felony involving fraud or deceit, including, but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, or conspiracy to defraud;
(ii) is not currently subject to any state administrative enforcement order or judgment entered by a state securities administrator within the last five (5) years and is not subject to any state’s administrative enforcement order or judgment in which fraud or deceit (including, but not limited to, making untrue statements of material facts and omitting to state material facts) was found in which the order or judgment was entered within the last five (5) years; and
(iii) legally authorized to work in the United States of America.
The Executive. Neither this Agreement nor any right or interest hereunder may be assigned by the Executive, his beneficiaries, or legal representatives without the prior written consent of the Board; provided, however, that nothing in this Section 10 shall preclude (i) the Executive from designating a beneficiary to receive any benefit payable hereunder upon his death, or (ii) the executors, administrators, or other legal representatives of the Executive or his estate from assigning any rights hereunder to distributees, legatees, beneficiaries, testamentary trustees or other legal heirs of the Executive.
The Executive. (a) presently assigns to the Company all existing and future Intellectual Property Rights in all inventions, models, designs, drawings, plans, software, reports, proposals and other materials created or generated by the Executive (whether alone or with the Company, its other employees or contractors) for use by the Company; and
(b) acknowledges that by virtue of this clause all such existing rights are vested in the Company and, on their creation, all such future rights will vest in the Company.
The Executive. (a) agrees that Angiotech has entered into this Agreement relying on the representations and warranties in paragraph 17.2; and
(b) will indemnify and save harmless Angiotech from and against any and all claims, causes of action, damages, losses, costs, and expenses, including reasonable legal fees, taxes, and disbursements, arising from the incorrectness of, or any breach of, any representation or warranty in paragraph 17.2.
The Executive. (a) will faithfully and diligently serve the Company and perform such duties to the best of his ability and exercise such powers as may be assigned to or vested in the Executive from time to time by or under the authority of the Board in such manner as shall be specified by or under the authority of the Board and shall use his best endeavours to promote the interests of the Company and any Group Member as directed by the Board;
(b) acknowledges and agrees that the Company may at its sole discretion, but only during any termination notice period, require him to perform his duties jointly with another person or persons;
(c) shall report and provide such information and explanation to the Board or Chief Executive of the Company as and when reasonably required or to such other person as the Board may direct and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this agreement;
(d) shall devote the whole of his time attention and abilities to the performance of his duties during the Company's normal business hours of 9.00 am to 5.30 pm Monday to Friday inclusive and at such other times as may reasonably be necessary in the interests of the Company (unless prevented by illness or other incapacity and except as may from time to time be permitted or required by the Board);
(e) acknowledges that he holds a senior executive position with certain autonomous decision taking powers and therefore is not subject to regulation 4(1) of the Working Time Regulations 1998 but without prejudice to that the Executive accepts that by signing this agreement he has agreed that, insofar as it would apply to the employment, regulation 4(1) of the Working Time Regulations 1998 shall not apply unless the Executive withdraws such agreement by giving to the Company not less than 3 months prior notice in writing;
(f) undertakes not to harm the reputation of the Company or any Group Member; and
(g) shall when requested to do so, fully and promptly give the Board such explanations, information and assistance as it may require relating to the transactions and affairs of the Company and any Group Member of which the Executive shall have knowledge or of which the Executive ought to have knowledge. Back to Contents
The Executive. Notwithstanding anything herein to the contrary, however, an Alteration shall not be deemed to have occurred in connection with a Change of Control for purposes of this Paragraph 6(b) if (i) the Company, in the case of a Change of Control, or the surviving corporation in the case of a merger, or the purchasing corporation in the case of a sale of all or substantially all the assets of the Company, agrees to employ the Executive on terms substantially similar to the terms of Executive's employment with the Company prior to such Change of Control (or as otherwise agreed by such entity and the Executive), or (ii) the Alteration was for Cause.
(c) The Options shall become fully vested in the event of: (i) death of the Executive while employed by the Company, or (ii) termination by reason of disability (as defined from time to time by the Committee) of the Executive while employed by the Company.
The Executive. 1. The NTGL shall be headed by a person to be called the Transitional Chairman. The Transitional Chairman shall be assisted by a Transitional Vice-Chairman.
2. Selection of the Transitional Chairman and Vice-Chairman shall be by consensus arising from a process of consultations undertaken by the accredited delegates and observers to the Peace Talks. The selection procedure is defined in Annex 2 to this Agreement.
3. The positions of Chairman and Vice-Chairman shall be allocated to the Political Parties and the Civil Society.
4. The Chairman and Vice-Chairman, as well as all principal Cabinet Ministers within the NTGL shall not contest for any elective office during the 2005 elections to be held in Liberia.
