Common use of Title; Capacity Clause in Contracts

Title; Capacity. 2.1 During the Employment Period, the Executive shall serve as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that nothing herein shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the Company, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segment.

Appears in 3 contracts

Samples: Employment Agreement (Revelyst, Inc.), Employment Agreement (Outdoor Products Spinco Inc.), Employment Agreement (Vista Outdoor Inc.)

AutoNDA by SimpleDocs

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s offices in San Diego, California. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote substantially all of his entire business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Intercept Pharmaceuticals Inc)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Chief Medical Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”), in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to him by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform his duties hereunder. The Executive will be appointed based within the San Diego, California metropolitan area. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board may be reasonably assigned to him. Executive shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire full business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Intercept Pharmaceuticals Inc)

Title; Capacity. 2.1 During the Employment Period, the The Executive shall serve as Chief Technology Officer of the Chief Executive OfficerCompany. The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by by, the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Chief Executive will be appointed to serve as a non-independent member Officer of the Company Board. During (the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board“CEO”). The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the CEO and/or the Board of Directors of the Company (the “Board”) shall from time to time reasonably assign to the Executive. 2.2 The Executive shall be based at the Company’s headquarters in Richmond, California, any other location within twenty-five miles of the Company’s headquarters as of the Effective Date, or such other place or places as the CEO and Executive shall mutually agree. The parties acknowledge that the Executive may be required to travel in connection with the performance of his duties hereunder. 2.3 The Executive recognizes that during the period of the Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and the Executive will use the Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). The Executive agrees to shall devote his entire all of the Executive’s business time, attention and energies skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business and interests of the Company during and the Employment Period; provided that nothing herein goodwill pertaining thereto, Executive shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of perform the Executive’s duties under this Agreement and are not otherwise professionally, in conflict accordance with the reasonable business interests of the Companyapplicable laws, from (x) managing Executive’s personal rules and family investments regulations and affairssuch standards, (y) engaging in charitable activities policies and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide procedures established by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief industry from time to time. 2.4 Notwithstanding the foregoing, the Executive Officer (i) may devote a reasonable amount of his time to civic, community, or charitable activities, (ii) may devote a reasonable amount of time to investing the Executive’s personal assets in such a manner as will not require significant services to be rendered by the Executive in the operation of the affairs of the companies in which investments are made, and (iii) may serve as a member of the Board of Directors or equivalent body of such companies and other organizations as are disclosed by the Executive to, and approved by, the CEO or the Board, in each case so long as the Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company’s Sporting Products Segment.

Appears in 2 contracts

Samples: Separation Agreement (Ekso Bionics Holdings, Inc.), Employment Agreement (Ekso Bionics Holdings, Inc.)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Chief Human Resources Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set mutually agreeable and reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote substantially all of his entire business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Intercept Pharmaceuticals Inc)

Title; Capacity. 2.1 During the Employment Period, the The Executive shall serve as the Chief Executive OfficerOfficer of the Company. The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by by, the Company Board, which shall include responsibility for the day-to-day operations Board of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member Directors of the Company (the “Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board”). The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. 2.2 The Executive shall be based at the Company’s headquarters in Richmond, California, any other location within twenty-five (25) miles of the Company’s headquarters as of the Effective Date, or such other place or places as the Board and the Executive shall mutually agree. The parties acknowledge that the Executive may be required to travel in connection with the performance of his duties hereunder. 2.3 The Executive recognizes that during the period of the Executive’s employment hereunder, the Executive owes an undivided duty of loyalty to the Company, and the Executive will use the Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). The Executive agrees to shall devote his entire all of the Executive’s business time, attention and energies skills to the performance of the Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business and interests of the Company during and the Employment Period; provided that nothing herein goodwill pertaining thereto, the Executive shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of perform the Executive’s duties under this Agreement and are not otherwise professionally, in conflict accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. 2.4 Notwithstanding the foregoing, the Executive (i) may devote a reasonable business interests amount of his time to civic, community, or charitable activities, (ii) may devote a reasonable amount of time to investing the Company, from (x) managing Executive’s personal and family assets in such a manner as will not require significant services to be rendered by the Executive in the operation of the affairs of the companies in which investments and affairs, (y) engaging in charitable activities and community affairsare made, and (ziii) subject to the prior approval may serve as a member of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees equivalent body of any business, corporation, or charitable organization. The Executive agrees to abide such companies and other organizations as are disclosed by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject approved by, the Board, in each case so long as the Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segment.

Appears in 1 contract

Samples: Employment Agreement (Ekso Bionics Holdings, Inc.)

Title; Capacity. 2.1 During the Employment Period, the The Executive shall serve as Chief Financial Officer of the Chief Executive OfficerCompany. The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by by, the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Chief Executive will be appointed to serve as a non-independent member Officer of the Company Board. During (the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board“CEO”). The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the CEO and/or the Board of Directors of the Company (the “Board”) shall from time to time reasonably assign to the Executive. 2.2 The Executive shall be based at the Company’s headquarters in Richmond, California, any other location within twenty-five miles of the Company’s headquarters as of the Effective Date, or such other place or places as the CEO and Executive shall mutually agree. The parties acknowledge that the Executive may be required to travel in connection with the performance of his duties hereunder. 2.3 The Executive recognizes that during the period of the Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and the Executive will use the Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). The Executive agrees to shall devote his entire all of the Executive’s business time, attention and energies skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business and interests of the Company during and the Employment Period; provided that nothing herein goodwill pertaining thereto, Executive shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of perform the Executive’s duties under this Agreement and are not otherwise professionally, in conflict accordance with the reasonable business interests of the Companyapplicable laws, from (x) managing Executive’s personal rules and family investments regulations and affairssuch standards, (y) engaging in charitable activities policies and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide procedures established by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief industry from time to time. 2.4 Notwithstanding the foregoing, the Executive Officer (i) may devote a reasonable amount of his time to civic, community, or charitable activities, (ii) may devote a reasonable amount of time to investing the Executive’s personal assets in such a manner as will not require significant services to be rendered by the Executive in the operation of the affairs of the companies in which investments are made, and (iii) may serve as a member of the Board of Directors or equivalent body of such companies and other organizations as are disclosed by the Executive to, and approved by, the CEO or the Board, in each case so long as the Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company’s Sporting Products Segment.

Appears in 1 contract

Samples: Employment Agreement (Ekso Bionics Holdings, Inc.)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its General Counsel to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set mutually agreeable and reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote substantially all of his entire business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive’s personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals, Inc.)

Title; Capacity. 2.1 During the Employment Period, the Executive Yoshimi shall serve as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters of the Company in AnokaRepresentative Director, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, President and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts employment as Chief Executive Officer and agrees of API to undertake perform the duties and responsibilities inherent in such position including, but not limited to, negotiating and such other duties and responsibilities as restructuring API’s relationships with its distributors in order to maximize the Board shall from time benefits that accrue to time reasonably assign to the ExecutiveAPI through these relationships. The Executive agrees Company and Yoshimi agree that Yoshimi shall endeavor to devote his entire business time, attention and energies to restructure the business and interests of API such that API will sell its products to customers without the Company during the Employment Period; provided that nothing herein use of a distributor. To this end, Yoshimi shall preclude Executiveendeavor to hire employees from API’s current distributor in order to run API’s distribution operation, in each case to the extent permitted by law or such distribution. The Company and Yoshimi further agree that such activities do not materially interfere with Yoshimi shall endeavor to cause API to repurchase inventory that API has sold to its distributors on a “pay-as-we-go” basis. Thereafter, Yoshimi shall endeavor to build an organization at API which, over a period of approximately 24 months, would include identifying and training a successor to assume the position of CEO of API and lead the business to continuing growth. The manner of the performance of Yoshimi’s services hereunder and the Executive’s duties under this Agreement amount of time Yoshimi spends in Japan or elsewhere in so providing such services shall be solely within the discretion and are not otherwise in conflict with the reasonable business interests determination of the CompanyYoshimi, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval authority of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies Directors of the Company and any changes therein which may provisions of Section 4.2. In the event that (except in connection with grooming a successor CEO as contemplated above) Yoshimi’s title, authority or duties are changed or diminished, or that the geographical region where Yoshimi provides his services is altered, or that another person is appointed by API with comparable or more senior executive title, authority or duties, such action or actions shall be adopted from time to time considered a termination by the Company without cause pursuant to Section 4.2. It is contemplated that the extent provided to Term will end upon the Executive or election of the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo successor CEO with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer consent of the Company and the Chief Executive Officer of the Company’s Sporting Products SegmentYoshimi.

Appears in 1 contract

Samples: Executive Services Agreement (Alphatec Holdings, Inc.)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its President, Research & Development and Chief Medical Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to her. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based in North Carolina. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote his entire substantially all of her business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory ​ ​ boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive’s personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive’s duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals, Inc.)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will continue to employ Executive shall serve as its Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to her. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to her by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform her duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the Board in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board may be reasonably assigned to her. Executive shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire her full business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals Inc)

Title; Capacity. 2.1 During the Employment Period, the Executive The Employee shall serve as Chairman of the Board and Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anokawith powers and duties as may be determined, MNfrom time to time, but it is understood that by the Executive will undertake travel to other Company offices in connection Company's Board of Directors (the "Board") which powers and duties shall not be inconsistent with his dutiesthe powers and duties customarily performed, undertaken and may work from any location he deems appropriateexercised by persons holding the positions of chairman of the board, president, chief executive officer or equivalents thereof. Any related business air travel will The Employee shall be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office based at the corporate Company's headquarters of PubCoin Princeton, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriateNew Jersey. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive Employee hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board or its designee shall from time to time reasonably assign to the Executivehim. The Executive Employee agrees to devote as much of his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided Period as may be reasonably necessary to adequately perform his duties hereunder, provided, however, that nothing the Company recognizes that the Employee serves as the Chairman of the Board and is Chief Executive Officer of Derma Sciences, Inc., a publicly traded biopharmaceutical company and that such service does not present a conflict of interest with the Employee's employment with the Company insofar as Derma Sciences, Inc. is not a Competing Organization (as defined in Section 8). Nothing contained herein shall preclude Executive, be deemed to restrict the Employee's right to continue in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the Company, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organizationa capacity. The Executive Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described hereinCompany. The Executive Employee acknowledges that, prior receipt of copies of all such rules and policies committed to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer writing as of the Company and the Chief Executive Officer date of the Company’s Sporting Products Segmentthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Palatin Technologies Inc)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Executive Vice President & Chief Commercial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to her. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York, subject to serve business travel requirements as a non-independent member may arise from time to time. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote his entire substantially all of her business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non- corporate entity) managing Executive’s personal and family investments and affairsof non- competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive’s personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive’s duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described hereinhereunder. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segment.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals, Inc.)

Title; Capacity. 2.1 During the Employment Period, the Executive The Employee shall serve as Managing Director of Besi Die Handling or in such other position as the Chief Executive OfficerCompany or its Board of Directors (the "Board") and the Employee may mutually agree. The Executive Employee shall have an office be based at the corporate Company's headquarters in Londonderry, New Hampshire or at such place or places as may be reasonably designated by the Board; provided, however, that should the Employee be based outside the Counties of Hillsborough, Rockingham or Merrimack in the State of New Hampshire, and should the Employee reasonably determine that such relocation requires him to move his personal residence, all reasonable moving expenses incurred by the Employee relating to the relocation of the Company in Anoka, MN, but it is understood that Employee's personal effects to his new residence shall be borne by the Executive will Company. The Employee shall undertake travel to other Company offices in connection with his duties, such travelling both within the United States and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, abroad and in such event, Executive will manner and on such occasions as may reasonably be eligible necessary for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereofeffective discharge of his duties under this Agreement. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive Employee shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is reasonably delegated to the Executive him by the Company Board, which shall include responsibility for the day-to-day operations Board of Directors of the Segment and the entire Outdoor Products brand portfolioCompany. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive Employee hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board or its designee shall from time to time reasonably assign to the Executivehim. The Executive Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that nothing herein shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the Company, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company and delivered or otherwise made known to the extent provided Employee. Prior to the Executive or the Executive is otherwise made aware of them. Following the Separationdate hereof, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject Company has delivered to the supervision of, the “PubCo Board” Employee copies of all such rules and be appointed policies committed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer writing as of the Company and the Chief Executive Officer date of the Company’s Sporting Products Segmentthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Be Semiconductor Industries Nv)

Title; Capacity. 2.1 During the Employment Period, the The Executive shall serve as the President and Chief Executive OfficerOfficer of the Company. The Executive shall have an office be based at the corporate Company's headquarters in Worcester, Massachusetts or at such other place as may reasonably be designated by the Board. The Executive shall, subject to the direction of the Board of Directors of the Company (the "Board"), have general charge and supervision of the business of the Company. The Executive shall, in Anokathe capacity of President and Chief Executive Officer, MNperform such other duties and shall have such other powers, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent commensurate with the position of President and Chief Executive Officer of Company’s Home Owner Relocation Program , as in effect on the date hereofBoard may from time to time prescribe. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board or its designee shall from time to time reasonably assign to the Executivehim. The Executive agrees to devote substantially his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided it being understood that nothing herein the Executive shall preclude be entitled to serve as a director of not more than two other companies (neither of which may be competitive with the Company's business, at any time while the Executive is a director, unless the Executive, in each case 's service is approved by the Company's Board; the Executive agrees to inform promptly the Board upon the Executive's knowledge that any company for which the Executive serves as a director is competitive with the Company's business) and devote a reasonable amount of time to personal and civic affairs to the extent that such activities they do not materially interfere in any material respect with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of 's obligations to the Company, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company Company, except to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo inconsistent with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described hereinterms hereof. The Executive acknowledges thatreceipt of copies of all such rules and policies committed to writing as of the date of this Agreement. Notwithstanding the foregoing, prior the terms of this Agreement shall supersede the terms of such rules and policies to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer extent of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmentany inconsistencies.

Appears in 1 contract

Samples: Employment Agreement (Furniture Com Inc)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its General Counsel & Company Secretary to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote substantially all of his entire business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive’s personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive’s duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals, Inc.)

Title; Capacity. 2.1 During the Employment Period, the Executive The Employee shall serve as Senior Vice President or in such other position as the Chief Executive OfficerCompany or its Board of Directors (the "Board") may determine from time to time. The Executive Employee shall have an office be based at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company Company's principal offices in connection with his dutiesNew Jersey, and may work from any location he deems appropriateunless otherwise agreed by the parties. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive Employee shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive him by the Company Board, which Clive Meanwell (or if Dr. Meanwell shall include responsibility for the day-to-day operations have ceased to sxxxx xx Xxxxx Executivx Xxxxxxx xx Chairman of the Segment and Company, the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member Board or such officer of the Company as may be designated by the Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board). The Executive Employee hereby accepts such employment as Chief Executive Officer on a full-time basis and agrees to undertake the duties and responsibilities inherent in such position and and/or such other duties and responsibilities as Dr. Meanwell (or the Board or its designee) shall from tixx xx xxxx xeasonably assign to him. The Company acknowledges and agrees that during the Employment Period, the Employee may continue to serve on the board of directors of the companies listed on Exhibit A attached hereto (as amended from time to time reasonably assign to upon the Executive. The Executive agrees to devote his entire business time, attention and energies to the business and interests written agreement of the Company during and the Employment Period; Employee, the "Permitted Boards"). The Company also acknowledges and agrees that the Employee may devote a portion of his business time to the winding down and termination of operations of Stack Pharmaceuticals, Inc. ("SPI"), provided that nothing herein shall preclude Executivethe Employee is working in good faith to wind down and terminate the operations of SPI as promptly as possible, in each case consistent with good business judgment and SPI's obligations under contracts to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the Company, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organizationSPI is currently a party. The Executive Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent except as provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described hereinin these agreements. The Executive Employee acknowledges that, prior receipt of copies of all such rules and policies committed to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer writing as of the Company and the Chief Executive Officer date of the Company’s Sporting Products Segmentthis Agreement."

Appears in 1 contract

Samples: Employment Agreement (Medicines Co/ Ma)

AutoNDA by SimpleDocs

Title; Capacity. 2.1 During the Employment Period, the Executive shall serve as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment PeriodAgreement Term, the Company will continue to nominate the employ Executive to be elected as a member of the Company Board. The Executive hereby accepts employment as its President and Chief Executive Officer and agrees to undertake perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) shall from time to time reasonably assign to him. On an annual basis the Board, in consultation with Executive, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the Chairman of the Board and shall be subject to the supervision of, and shall have such authority as is delegated to him, by the Board, which authority shall be sufficient to perform his duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 5.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. The Executive agrees In order to devote perform his entire business time, attention job duties and energies to serve the business and interests of the Company during the Employment Period; provided that nothing herein shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business best interests of the Company, Executive may be required to travel to and from Italy on a frequent basis, and to such other places as may be determined by the Board in consultation with Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to him. Executive shall devote his full business time, energies, skills and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (xi) managing Executive’s personal and family investments and affairsperforming services for such other companies as the Company may designate or permit, (yii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals Inc)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Senior Vice President Investor Relations & Corporate Affairs to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to her. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York, subject to serve business travel requirements as a non-independent member may arise from time to time. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote his entire substantially all of her business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive’s personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive’s duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals, Inc.)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Senior Vice President, Medical Affairs to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Operating Officer of the Company in Anoka(the “COO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the COO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the COO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCOO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the COO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote his entire substantially all of her business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals, Inc.)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Chief Operating Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set mutually agreeable and reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote substantially all of his entire business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals Inc)

Title; Capacity. 2.1 3.1 During the Employment Period, the Executive shall serve as the Company’s Chief Executive Officer. The Executive shall have an office be based at the corporate headquarters of the Company in AnokaPawtucket, MNRhode Island, but it is understood provided that the Executive will be required to undertake reasonable travel to other Company offices in connection with his duties, and may work from with any location he deems appropriate. Any related business air travel will to be in the highest class available on the applicable aircraft, subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate4.5. 2.2 3.2 The Executive shall report directly to, and be subject to the supervision of, of the “Company Board, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that nothing herein shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the CompanyHasbro, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segment.

Appears in 1 contract

Samples: Employment Agreement (Hasbro, Inc.)

Title; Capacity. 2.1 During the Employment Period, the The Executive shall serve as the Chief Executive OfficerOfficer of the Company and, in addition, shall serve as member of the Board of Directors of the Company (the “Board”). The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Periodby, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. 2.2 The Executive shall be based at the Company’s headquarters in Richmond, California, any other location within twenty-five miles of the Company’s headquarters as of the Effective Date, or such other place or places as the Board and Executive shall mutually agree. The parties acknowledge that the Executive may be required to travel in connection with the performance of his duties hereunder. 2.3 The Executive recognizes that during the period of the Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and the Executive will use the Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). The Executive agrees to shall devote his entire all of the Executive’s business time, attention and energies skills to the performance of Executive’s services as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business and interests of the Company during and the Employment Period; provided that nothing herein goodwill pertaining thereto, Executive shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of perform the Executive’s duties under this Agreement and are not otherwise professionally, in conflict accordance with the reasonable business interests of the Companyapplicable laws, from (x) managing Executive’s personal rules and family investments regulations and affairssuch standards, (y) engaging in charitable activities policies and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide procedures established by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief industry from time to time. 2.4 Notwithstanding the foregoing, the Executive Officer (i) may devote a reasonable amount of his time to civic, community, or charitable activities, (ii) may devote a reasonable amount of time to investing the Executive’s personal assets in such a manner as will not require significant services to be rendered by the Executive in the operation of the affairs of the companies in which investments are made, and (iii) may serve as a member of the Board of Directors or equivalent body of such companies and other organizations as are disclosed by the Executive to, and approved by, the Board, in each case so long as the Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company’s Sporting Products Segment.

Appears in 1 contract

Samples: Employment Agreement (Ekso Bionics Holdings, Inc.)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Executive Vice President & Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to Executive by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform Executive’s duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time may be reasonably assigned to time reasonably assign to the Executive. The Executive agrees to shall devote substantially all of his entire business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) ​ engaging in charitable activities and community affairs, and (zv) subject to managing Executive’s personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive’s duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals, Inc.)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will employ Executive shall serve as its Chief Strategy Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to her. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to her by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform her duties hereunder. The Executive will be appointed based at the Company’s headquarters in New York, New York. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the Board in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board may be reasonably assigned to her. Executive shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire her full business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals Inc)

Title; Capacity. 2.1 During the Employment PeriodAgreement Term, the Company will continue to employ Executive shall serve as its Chief Medical Officer and Executive Vice President, Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters Officer of the Company in Anoka(the “CEO”) shall from time to time reasonably assign to him. On an annual basis, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program Board of Directors (the “Board”), in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect on the date hereoffrom time to time. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, to the CEO and shall be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to him by, the Executive by the Company BoardCEO, which authority shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfoliobe sufficient to perform his duties hereunder. The Executive will be appointed based within the San Diego, California metropolitan area. Subject to serve as a non-independent member Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Company BoardAgreement Term as determined by the CEO in consultation with the Executive. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts such employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board may be reasonably assigned to him. Executive shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire full business time, energies and attention and energies to in the business and interests performance of the Company during foregoing services. Notwithstanding the Employment Period; provided that foregoing, nothing herein shall preclude ExecutiveExecutive from (i) performing services for such other companies as the Company may designate or permit, in each case to the extent that such activities do not materially interfere (ii) serving, with the performance prior written consent of the Executive’s duties under this Agreement and are Board, which consent shall not otherwise in conflict with the reasonable business interests be unreasonably withheld, as an officer or member of the Company, from boards of directors or advisory boards (xor their equivalents in the case of a non-corporate entity) managing Executive’s personal and family investments and affairsof non-competing businesses, (yiii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (zv) subject to managing Executive's personal investments and affairs; provided, however, that the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead activities set out in clauses (i) serve – (v) shall be limited by Executive so as chief executive officer of PubCo not to materially interfere, individually or in the aggregate, with the same authorities performance of Executive's duties and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segmenthereunder.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals Inc)

Title; Capacity. 2.1 1.1 During the Employment Period, the Executive shall serve as the Company’s Chief Executive Officer. The Executive shall have an office be based at the corporate headquarters of the Company in AnokaPawtucket, MNRhode Island, but it is understood provided that the Executive will be required to undertake reasonable travel to other Company offices in connection with his duties, and may work from with any location he deems appropriate. Any related business air travel will to be in the highest class available on the applicable aircraft, subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate4.5. 2.2 1.2 The Executive shall report directly to, and be subject to the supervision of, of the “Company Board, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations . Effective as of the Segment and Commencement Date, the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that nothing herein shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the CompanyHasbro, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segment.

Appears in 1 contract

Samples: Employment Agreement (Hasbro, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!