Other Executive Officers. The Executive Officers of the Company other than the President and the Executive Vice President shall perform such duties and exercise such powers, as may from time to time be prescribed by the President or the Board of Managers.
Other Executive Officers. The Company has entered into employment agreements (the "Employment Agreements") with certain of its executive officers, including Arne Almerfors and Xxxxx X. Xxxxxxxxx. Messrs Daltry and Xxxxxxxx were also parties to an Employment Agreement. Each of the Employment Agreements is for a term ending December 31, 2001, provided that if a Change of Control (as defined) occurs before December 31, 2001, the Employment Agreements will continue in effect until two years after the Change in Control. If the executive officer resigns voluntarily or is properly terminated for Cause (as defined) all pay and benefits under the Employment Agreement will cease as of the effective date of the termination or resignation. In the event of the death of an executive officer, the designated beneficiary of the executive officer would receive a lump sum payment equal to twelve months base salary at the then current rate. With respect to Messrs. Daltry and Xxxxxxxx, in the event that the employment of such executive officer is terminated by the Company without cause, such executive officer would be entitled to receive a lump sum payment in an amount equal to two year's base salary plus bonuses earned through the date of termination. For a period of two years following the Change of Control, each executive officer would have the right to terminate his employment for Good Reason (as defined), and to receive upon such termination a lump sum payment in an amount equal to two times (three times in the case of Messrs. Daltry and Xxxxxxxx) their average annualized compensation during the five year period preceding the Change of Control. In addition, the executive officers would be entitled to the continuation of health and insurance benefits for certain periods. For purposes of the Employment Agreements, a "Change of Control" includes (i) any merger or consolidation transaction that results in the shareholders of the Company immediately before such transaction owning less than 50 percent of the total combined voting power of the surviving corporation in the transaction, (ii) the acquisition by any person of 20 percent or more of the Company's total combined voting power, (iii) the liquidation of the Company of the sale of substantially all of its assets, and (iv) a change in the composition of the Board of Directors during any 24 month period such that the directors in office at the beginning of the period and/or their successors who were elected by or on the recommendation of the director...
Other Executive Officers. Lxxxxxxx Xxxxx, Ph.D., President and Chief Scientific Officer Fxxx X. Xxxxxx, Vice President and Chief Financial Officer EXECUTION VERSION SCHEDULE V Free Writing Prospectus(es) None.
Other Executive Officers. 3.1 The general meeting of the Company can appoint other executive officers, modify the distribution of activities among executive officers and issue an internal regulation to manage the Company. In such case, the Executive Officer agrees to perform his activities pursuant hereto in mutual cooperation with the other executive officers and pursuant to an internal regulation to manage the Company provided that the general meeting approves it and it is issued.
