Title, Duties and Responsibilities Clause Samples

Title, Duties and Responsibilities. During the Employment Period, the Executive will serve in the capacity with the Title(s) and Office(s) set forth in Schedule A of this Agreement. Executive initially will perform the responsibilities of an executive of such Title(s) and Office(s) of a privately-held company. If the Company initiates an initial public offering of its stock, the Executive will perform the responsibilities of such Title(s) and Office(s) of a publicly-held company. Executive will undertake such duties and functions, and carry out the lawful directions commensurate with Executive’s position as may be lawfully assigned to Executive by the Board of Directors (the “Board”) or any committee thereof, and/or the officers of the Company listed as those to whom Executive reports in Schedule A. At all times during the Executive’s employment, the Executive will be subject to, and will comply with, the lawful direction and policies from time-to-time established in good faith by the Board or any committee thereof.

Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the President and Chief Operating Officer of OptiNose, Inc. and will report to the Chief Executive Officer of OptiNose, Inc. Executive will have such duties and responsibilities that are commensurate with Executive’s position and such other duties and responsibilities as are from time to time assigned to Executive by Chief Executive Officer or the Board of Directors of the OptiNose, Inc. (the “Board”). While Executive is employed by the Company, Executive will devote Executive’s full business time, energy and skill to the performance of Executive’s duties and responsibilities hereunder; provided, however, that Executive will be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities (as defined below), so long as such activities (i) do not prohibit or interfere with Executive’s performance of Executive’s duties under this Agreement, (ii) do not conflict with the business of the Company or violate any of the provisions of Section 8 herein and (iii) are approved in advance in writing by the Chief Executive Officer of OptiNose, Inc. and the Nominating and Corporate Governance Committee (which consent shall not be unreasonably withheld). For purposes of this Agreement, “Outside Activities” shall include the oversight of passive investments and activities involving professional, charitable, education, religious and other organizations (including membership on boards of for-profit and non-profit organizations). Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executive’s place of employment will be the Company’s offices in Yardley, Pennsylvania.

Title, Duties and Responsibilities. While Officer is employed by the Company, Officer will serve as the VP, Chief Accounting Officer of OptiNose US and will report to the Chief Executive Officer of OptiNose, Inc. (but may in the future report to the Chief Financial Officer). Officer will have such duties and responsibilities that are commensurate with Officer’s position as VP, Chief Accounting Officer of OptiNose, Inc. and such other duties and responsibilities as are from time to time assigned to Officer by the Chief Executive Officer or Chief Financial Officer. While Officer is employed by the Company, Officer will devote Officer’s full business time, energy and skill to the performance of Officer’s duties and responsibilities hereunder. Officer will not be permitted to engage in other activities that interfere with the performance of Officer’s duties under this Agreement, conflict with the business of the Company or violate any provisions of Section 8 herein. Officer shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Officer’s place of employment will be the Company’s offices in Yardley, Pennsylvania.

Title, Duties and Responsibilities. Upon the terms and subject to the conditions herein contained, the Company shall continue to employ Executive as the President and Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company, and Executive hereby accepts such continued employment. Subject to the appointment of an additional independent director to the Board of Directors of the Company (the "Board") following the Effective Date, the Company shall cause the Board to promptly appoint Executive to the Board. Thereafter, during the Term, Executive shall continue to serve as a member of the Board, subject to the shareholders' election of Executive to the Board. During the Term, the Company shall cause Executive to be nominated for election to the Board at each meeting of the shareholders of the Company where the election of the members of the Board is included in the purposes of such meeting unless Executive has otherwise notified the Company that he does not intend to stand for re-election to the Board. Executive shall not receive any additional compensation for services as a member of the Board. Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executive shall render such services and perform such duties commensurate with his positions as may be reasonably assigned to him from time to time by the Chief Executive Officer of the Company. Excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote Executive's full business time and best efforts to the performance of Executive's duties hereunder and to the business and affairs of the Company. Notwithstanding the foregoing, Executive shall be permitted to, with the prior written consent of the Board (which consent shall not be unreasonably withheld), serve on up to two (2) outside boards, so long as such activities, in the aggregate, do not interfere with Executive's duties for the Company.

Title, Duties and Responsibilities. Employee will serve as the Chief Financial Officer of the Company and will report to the Company’s Chief Executive Officer (the “CEO”), and perform such duties, services, and tasks as requested by the CEO that are commensurate with his/her position. During Employee’s employment with the Company, Employee shall devote his/her full business time, attention and ability to the performance of his/her duties hereunder and shall not be employed in any other capacity, or render services to any other party, without the prior written consent of the Company.

Title, Duties and Responsibilities. (a) The Bank hereby employs Executive as its Executive Vice President and Chief Financial Officer (“CFO”) subject to the supervision and direction of the Bank’s CEO. Executive shall have such duties as may be assigned to him from time to time by the CEO commensurate with his experience and ordinary responsibilities and regulatory requirements for the position for which he is employed, CFO. Such duties shall be exercised subject to the control and supervision of the CEO. The Bank shall employ Executive on a full-time basis, and Executive shall devote his full time and professional efforts to the performance of his assigned duties. The foregoing specifications are not intended as a complete itemization of the duties Executive shall perform and undertake on behalf of the Bank in satisfaction of his employment obligations under this Agreement. (b) The Executive will be permitted to serve on the Board of Directors of the Bank, as long as he is elected by the Bank shareholders of each three (3) year term cycle. Executive shall perform duties required by the Board of Directors and be subject to rules and responsibilities as defined by regulatory requirements. The Executive will be compensated for his Board of Director duties as stipulated through the director’s compensation policy.

Title, Duties and Responsibilities. The Bank hereby employs Executive as its Chief Credit Officer Executive Vice President (“EVP”) subject to the supervision and direction of the Bank’s CEO. Executive shall have such duties as may be assigned to her from time to time by the CEO commensurate with her experience and ordinary responsibilities and regulatory requirements for the position for which she is employed, EVP. Such duties shall be exercised subject to the control and supervision of the CEO. The Bank shall employ Executive on a full-time basis, and Executive shall devote her full time and professional efforts to the performance of her assigned duties. The foregoing specifications are not intended as a complete itemization of the duties Executive shall perform and undertake on behalf of the Bank in satisfaction of her employment obligations under this Agreement.

Title, Duties and Responsibilities. The Bank hereby employs Executive as its Chief Operating Officer-Executive Vice President (“COO”) or other title as designated by the Bank’s CEO in his sole discretion, subject to the supervision and direction of the Bank’s CEO or other executive as designated by the Bank’s CEO in his sole discretion (the “Supervisor”). Executive shall have such duties as may be assigned to him from time to time by the Supervisor commensurate with his experience and ordinary responsibilities and regulatory requirements for the position for which he is employed. Such duties shall be exercised subject to the control and supervision of the Supervisor. The Bank shall employ Executive on a full-time basis, and Executive shall devote his full time and professional efforts to the performance of his assigned duties. The foregoing specifications are not intended as a complete itemization of the duties Executive shall perform and undertake on behalf of the Bank in satisfaction of his employment obligations under this Agreement.

Title, Duties and Responsibilities. During the Employment Term, Executive shall serve as Chief Executive Officer of the Company and a member of the Board of Directors of the Company (the “Company Board”) and the Board of Directors of Capital (the “Parent Board”). For purposes of this Agreement, the “Board” shall mean (i) collectively, the Company Board and the Parent Board if both boards have the same members or (ii) only the Parent Board if the boards do not have the same members. During the Employment Term Executive shall report directly to the Board. The Company and Capital shall take all steps within their authorities to ensure that Executive is elected and remains a member of the Company Board and the Parent Board, provided, however, if the Company or Capital becomes a publicly traded company, the Company Board and the Parent Board shall only be obligated to cause Executive to be nominated for election to the Company Board and the Parent Board; and provided, further, that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall have the duties, authorities and responsibilities customary for such position and such other duties, authorities and responsibilities as may be reasonably assigned to him by the Board that are not inconsistent with his position.