Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Appears in 4 contracts

Samples: Employment Agreement, Employment Agreement (Motus GI Holdings, Inc.), Employment Agreement (Motus GI Holdings, Inc.)

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Position, Duties and Responsibilities. During On or about the Effective Date and continuing for the remainder of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company the Company. The Executive shall be nominated for election as a member of the Company's Board of Directors (the “CEO”) and shall have such duties and responsibilities as are customary for"Board"), and are consistent withthe Company shall defend, such position(s) hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as may, from time to time, be assigned by a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully conscientiously and to the best of the Executive’s 's ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business 's time, attention, skill knowledge, energy and efforts exclusively skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s 's duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive 's office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida 's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty-mile radius thereof.

Appears in 3 contracts

Samples: Separation Agreement and General Release (Andrea Electronics Corp), Separation Agreement and General Release (Andrea Electronics Corp), Separation Agreement and General Release (Andrea Electronics Corp)

Position, Duties and Responsibilities. During The Company shall employ the Term (Executive during the Employment Period as defined in Section 2.01 below)its Chief Financial Officer, Executive Vice President, Finance, reporting to the Chief Executive Officer, and the Executive shall serve as Chief Financial Officer in the same capacity for Merisant Worldwide, Inc., Merisant US, Inc., Whole Earth Sweetener Company LLC and Merisant Foreign Holdings I, Inc. for no additional compensation. During the Employment Period, the Executive shall perform the duties assigned to her hereunder faithfully, with the utmost loyalty, to the best of her abilities and in the best interests of the Company; shall devote her full business time, attention and effort to the affairs of the Company; and shall not engage in any other business activities (whether or not for gain, profit, or other pecuniary advantage) or any other actions which she knows or reasonably should know could harm the business or reputation of the Company as well as or any of its affiliates or other related entities. Subject to the powers, authority and responsibilities vested in such other positions or capacities as may be reasonably requested by the Company’s Board of Directors of Company (the “Board”) or the Chief Executive Officer and in duly constituted committees of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any Executive shall have the authority and responsibility to direct the management and operation of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to the Company and shall also perform such other duties on behalf of the Company and its affiliates and other related entities, consistent with her title and duties above, as the Board or Chief Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place Officer may from time to timetime authorize or direct; provided, the Executive may engage in activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, and (c) serve Company faithfully and management of personal investments, to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such other activities do not inhibit or prohibit interfere with the performance of Executive’s duties hereunder or inhibit under this Agreement, or conflict with the business Code of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic Business Conduct and similar types of activities and manage Executive’s personal investments, and (ii) with consent Ethics of the Board which shall not be unreasonably withheldCompany or violate the terms of any of the covenants provided in Section 5 hereof. Notwithstanding the forgoing, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in Company agrees that the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required permitted to spend continue to serve as a director on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges boards of directors of Franklin Electric and Integrys Energy Group to the extent that he shall be required to travel as reasonably necessary to perform such directorships do not interfere with the performance of Executive’s duties hereunderunder this Agreement, including international travelor conflict with the Code of Business Conduct and Ethics of the Company or violate the terms of any of the covenants provided in Section 5 hereof.

Appears in 2 contracts

Samples: Employment Agreement (Merisant Worldwide, Inc.), Employment Agreement (Merisant Co)

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of the Company as well as in such other positions or capacities as may be reasonably requested by the Chief Executive Officer (“CEO”) and/or the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesto him. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s the CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G3.01(E) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) continue to serve on the board of directors of Angel Medical Systems, Inc., and (iii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours enterprises. The Parties acknowledge that the Executive currently resides in Pennsylvania; while the aggregate per calendar quarter (including but Executive will not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. relocate his home residence, Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Appears in 1 contract

Samples: First Amended Employment Agreement (Motus GI Holdings, Inc.)

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined Executive Vice President and General Counsel under the terms and conditions contained herein. Executive shall report directly to the Company’s President and Chief Executive Officer. Executive's employment with the Company is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 2.01 below)8 hereof, the Company or Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by have the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to right at any time, be assigned by for any reason or no reason at all, to terminate Executive's employment with the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s business timeability to provide services to or participate in non-profit, attentioncharitable or civic organizations or to manage personal investments, skill and efforts exclusively including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (First Choice Bancorp)

Position, Duties and Responsibilities. During the Term (Term, the Banks will employ Executive, and Executive agrees to be employed by the Banks, as defined in Section 2.01 below)each Bank's President and Chief Risk Officer, and will also serve as the Chief Credit Officer of Professional Business Bank. In such capacity, Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall will have such duties and responsibilities as are customary for, normally associated with this position and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) will report to Company’s CEOthe Banks' Chief Executive Officer (currently, (b) comply with Company’s policies and procedures in place from time to timeXxxxxxx Xxxxxxxxx), and (c) serve Company faithfully and to the best of Executive’s abilityor such individual's designee. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his entire business time, attention, skill attention and efforts exclusively energies to the business and affairs of Company (including its affiliates) the Banks, to the performance of Executive's duties under this Agreement and to the promotion of its the Banks' interests. Notwithstanding anything contained herein the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive's performance of Executive’s his duties hereunder or inhibit or conflict with hereunder. During the business Term, Executive shall perform the services required by this Agreement at Professional Business Bank's principal place of business, currently located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 110, Pasadena, CA 91101. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's reasonable request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall 's compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but event Executive's service in one or more of such additional capacities is terminated, Executive's compensation, as specified in this Agreement, will not limited to AngelMed, GenPro, and eNeura). be diminished or reduced in any manner as a result of such termination for so long as Executive shall be required to spend on average eight days per month at otherwise remains employed under the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelterms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Belvedere SoCal)

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer under the terms and conditions contained herein. Executive shall report directly to the Company’s Board of Directors. Executive's employment with the Company (the “CEO”) is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company or Executive shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to the right at any time, be assigned by for any reason or no reason at all, to terminate Executive's employment with the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s business timeability to provide services to or participate in non-profit, attentioncharitable or civic organizations or to manage personal investments, skill and efforts exclusively including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 10000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (First Choice Bancorp)

Position, Duties and Responsibilities. During On or about the Effective Date and continuing for the remainder of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as Chief Financial Officer the Chairman of Company as well as in such other positions or capacities as may be reasonably requested by the Board of the Company. The Executive shall be a member of the Company’s Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for), and are consistent withthe Company shall defend, such position(s) hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as may, from time to time, be assigned by a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully conscientiously and to the best of the Executive’s ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business time, attention, skill knowledge, energy and efforts exclusively skills, during normal working hours, and at such other times as the Executive’s duties may reasonably require, to the duties of the Executive’s employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida headquarters, which is currently located at 00 Xxxxxxxx Xxxx Xx., Xxxxxxxx, Xxx Xxxx 00000, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty-mile radius thereof.

Appears in 1 contract

Samples: Separation Agreement and General Release (Andrea Electronics Corp)

Position, Duties and Responsibilities. During On or about the Effective Date and continuing for the remainder of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as the Chief Financial Executive Officer and President of Company the Company. The Executive shall be nominated for election as well as in such other positions or capacities as may be reasonably requested by a member of the Company’s Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for), and are consistent withthe Company shall defend, such position(s) hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as may, from time to time, be assigned by a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully conscientiously and to the best of the Executive’s ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business time, attention, skill knowledge, energy and efforts exclusively skills, during normal working hours, and at such other times as the Executive’s duties may reasonably require, to the duties of the Executive’s employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty-mile radius thereof.

Appears in 1 contract

Samples: Separation Agreement and General Release (Andrea Electronics Corp)

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive Employee shall serve as Chief Financial Officer VP Finance of Company Employer (or, if requested by Employer, in such other position with a title of at least Vice President or its equivalent that is consistent with Employee's education, background and experience), as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”as defined below) or the Chief Executive Officer of Company CEO (the “CEO”as defined below) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board of Directors of Employer (the "Board"), the CEO Chief Executive Officer of Employer (the "CEO") and/or any of their respective nomineesthe CEO's nominee. Executive’s Employee's employment by Company Employer shall be full-time and exclusive to Company Employer and Executive Employee shall (a) report to Company’s CEO, (b) comply with Company’s Employer's policies and procedures in place from time to time, and (cb) serve Company Employer faithfully and to the best of Executive’s Employee's ability. During the Term, and except for vacation and other paid time off in accordance with the terms of Section 3.01(G3.01(E) below or absences due to illness or incapacity, Executive Employee shall devote all of Executive’s Employee's business time, attention, skill and efforts exclusively to the business and affairs of Company Employer (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive Employee may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s his personal investments, provided that such activities do not inhibit or prohibit the performance of Employee's duties hereunder or inhibit or conflict with the business of Employer and/or its affiliates, and (ii) with the consent of the Board (which consent shall not be unreasonably withheld), serve on the board of directors, managers, advisors directors (or their its equivalent) of outside one (l) other business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelenterprise.

Appears in 1 contract

Samples: Employment Agreement (Roka BioScience, Inc.)

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive Vice President and Chief Credit Officer under the terms and conditions contained herein. Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by report directly to the Board of Directors of Company (the “Board”) or the Company’s President and Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesOfficer. Executive’s employment by with the Company is and shall be full-time and exclusive remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company and or Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to have the right at any time, and (c) serve for any reason or no reason at all, to terminate Executive’s employment with the Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive’s duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company’s behalf, Executive shall observe and be governed by all of the Company’s rules and policies as established by the Company from time to time in the Company’s sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company’s interests and perform and discharge well and faithfully those duties. Executive shall devote Executive’s full and exclusive business time, attention and energies to the Company’s business in accordance with Executive’s anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive’s performance of Executive’s duties under this Agreement, or compete with or damage in any way the business timeof the Company. Notwithstanding the foregoing, attentionsubject to Section 11 below, skill and efforts exclusively nothing in this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 10000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (First Choice Bancorp)

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive Employee shall serve as SVP and Chief Financial Commercial Officer of Company Employer (or, if requested by Employer, in such other position with a title of at least Senior Vice President or its equivalent that is consistent with Employee’s education, background and experience), as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company Employer (the “Board”) or the Chief Executive Officer of Company Employer (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. ExecutiveEmployee’s employment by Company Employer shall be full-time and exclusive to Company Employer and Executive Employee shall (a) report to CompanyEmployer’s CEO, (b) comply with CompanyEmployer’s policies and procedures in place from time to time, and (c) serve Company Employer faithfully and to the best of ExecutiveEmployee’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive Employee shall devote all of ExecutiveEmployee’s business time, attention, skill and efforts exclusively to the business and affairs of Company Employer (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive Employee may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s her personal investments, provided that such activities do not inhibit or prohibit the performance of Employee’s duties hereunder or inhibit or conflict with the business of Employer and/or its affiliates, and (ii) with consent of the Board (which consent shall not be unreasonably withheld), serve on the board of directors, managers, advisors directors (or their its equivalent) of outside one (1) other business enterprises enterprise. Employee's principal place of business for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive performance of Employee’s duties under this Agreement shall be required to spend on average eight days per month at the CompanyEmployer’s corporate offices headquarters currently located in either Florida or Israel including travel. Executive acknowledges Warren, New Jersey, provided that he Employee shall be required to travel as reasonably necessary to perform ExecutiveEmployee’s duties hereunder, including international travel.

Appears in 1 contract

Samples: Employment Agreement (Roka BioScience, Inc.)

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive Vice President and General Counsel under the terms and conditions contained herein. Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by report directly to the Board of Directors of Company (the “Board”) or the Company’s President and Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesOfficer. Executive’s employment by with the Company is and shall be full-time and exclusive remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company and or Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to have the right at any time, and (c) serve for any reason or no reason at all, to terminate Executive’s employment with the Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive’s duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company’s behalf, Executive shall observe and be governed by all of the Company’s rules and policies as established by the Company from time to time in the Company’s sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company’s interests and perform and discharge well and faithfully those duties. Executive shall devote Executive’s full and exclusive business time, attention and energies to the Company’s business in accordance with Executive’s anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive’s performance of Executive’s duties under this Agreement, or compete with or damage in any way the business timeof the Company. Notwithstanding the foregoing, attentionsubject to Section 11 below, skill and efforts exclusively nothing in this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 10000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (First Choice Bancorp)

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined Executive Vice President and Chief Operations Administrator under the terms and conditions contained herein. Executive shall report directly to the Company’s President and Chief Executive Officer. Executive's employment with the Company is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 2.01 below)8 hereof, the Company or Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by have the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to right at any time, be assigned by for any reason or no reason at all, to terminate Executive's employment with the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s business timeability to provide services to or participate in non-profit, attentioncharitable or civic organizations or to manage personal investments, skill and efforts exclusively including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (First Choice Bancorp)

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive Vice President and Chief Operations Administrator under the terms and conditions contained herein. Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by report directly to the Board of Directors of Company (the “Board”) or the Company’s President and Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesOfficer. Executive’s employment by with the Company is and shall be full-time and exclusive remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company and or Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to have the right at any time, and (c) serve for any reason or no reason at all, to terminate Executive’s employment with the Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive’s duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company’s behalf, Executive shall observe and be governed by all of the Company’s rules and policies as established by the Company from time to time in the Company’s sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company’s interests and perform and discharge well and faithfully those duties. Executive shall devote Executive’s full and exclusive business time, attention and energies to the Company’s business in accordance with Executive’s anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive’s performance of Executive’s duties under this Agreement, or compete with or damage in any way the business timeof the Company. Notwithstanding the foregoing, attentionsubject to Section 11 below, skill and efforts exclusively nothing in this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 10000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (First Choice Bancorp)

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Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer under the terms and conditions contained herein. Executive shall report directly to the Company’s Board of Directors. Executive's employment with the Company (the “CEO”) is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company or Executive shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to the right at any time, be assigned by for any reason or no reason at all, to terminate Executive's employment with the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s business timeability to provide services to or participate in non-profit, attentioncharitable or civic organizations or to manage personal investments, skill and efforts exclusively including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (First Choice Bancorp)

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below)Consulting Term, Executive the Consultant shall serve as the Chief Financial Restructuring Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Company. The Consultant shall provide services and have duties and responsibilities commensurate with those of chief restructuring officers of similarly-sized companies and shall report to the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such ). Such duties and responsibilities shall include: (i) oversight and management of (1) pending and anticipated securities, corporate, insurance and other significant litigation involving the Company or its affiliates, (2) the disposition of the contract mining business and such other businesses and entities in which the Company holds an interest as are customary for, and are consistent with, such position(s) as may, from time to time, may be assigned determined by the Board, and (3) such other matters as agreed upon by the CEO and/or any Consultant and the Board; (ii) advising the Board and senior management of their respective nominees. Executive’s employment by the Company shall be full-time and exclusive with respect to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to timeother significant restructuring matters, and (ciii) serve Company faithfully such other duties and to responsibilities on which the best of Executive’s abilityBoard and the Consultant shall mutually agree. During the Consulting Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive Consultant shall devote all of Executive’s such business time, attention, skill time and efforts exclusively in his capacity as a non-exclusive consultant of the Company, as determined in good faith by the Consultant, as are reasonably necessary or appropriate to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the followingfulfill his obligations hereunder, provided that nothing herein shall preclude the Consultant from (i) managing his and his family’s passive personal investments, (ii) serving on other boards, (iii) engaging in civic or charitable activities, (iv) investing in or providing employment or consulting services to other businesses or (v) engaging in the practice of law, so long as such activities do not inhibit or prohibit materially interfere with the performance of Executive’s his duties hereunder or inhibit or conflict with hereunder. During the business of Company and/or its affiliates: (i) engage in charitableConsulting Term, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent the Consultant shall have the right to serve as a director of the Board which Company and, in addition to the compensation specified herein, shall not be unreasonably withheld, serve entitled to receive such compensation and benefits provided by the Company to its non-employee directors from time to time for service on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelBoard.

Appears in 1 contract

Samples: Consulting Agreement (Atlas Mining Co)

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Executive Officer (the “CEO”) of the Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOthe Board, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, the Executive shall also serve without further compensation as a member of the Board. The Executive also agrees to promptly execute such documents as may be reasonably requested by the Company to evidence his cessation of service on the Board pursuant to Section 4.02(E). During the Term, and except for paid time off in accordance with the terms of Section 3.01(G3.01(F) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours enterprises. The Parties acknowledge that the Executive currently resides in the aggregate per calendar quarter (including but Boston metropolitan area; while the Executive will not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. relocate his home residence, Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Appears in 1 contract

Samples: Employment Agreement (Motus GI Holdings, Inc.)

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as Chief Financial Officer the Company’s Executive Vice President, Corporate Development & Strategy consistent with the bylaws of Company as well as the Company, and shall be responsible for the duties identified in the attached Appendix I, such other positions duties as are attendant to such office and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or capacities divisions consistent with such position as may be reasonably requested assigned by the Chief Executive Officer of the Company, the Board of Directors of the Company (the “Board”) or the Chief Executive Officer Chairman of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company (including and to promoting its affiliates) best interests, and agrees that during the promotion of its interestsTerm, the Company shall be the Executive’s sole employer. Notwithstanding anything contained herein to the contrary, the Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: shall be permitted to (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s his personal investments, and (ii) with consent serve on the board of directors of civic and charitable organizations, and (iii) serve on the Board board of directors of one non-competing company, in a role other than Chairman, subject to obtaining written authorization in advance from the Board, which shall not be unreasonably withheld, serve on . The Executive and the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, Company mutually acknowledge and eNeura). Executive agree that his duties shall be required to spend on average eight days per month at performed from the Atlanta, Georgia metropolitan area (and for the first six (6) months from the Employment Date, his duties will be performed from the Company’s corporate current principal offices in either Florida Maryland or Israel including travel. at such other places as shall be initially necessary according to the needs, business and opportunities of the Company).The Executive also acknowledges that he shall be required the performance of his duties hereunder may require substantial travel from time to travel as reasonably necessary to perform Executive’s duties hereunder, including international traveltime.

Appears in 1 contract

Samples: Executive Employment Agreement (Biota Pharmaceuticals, Inc.)

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as President and Chief Financial Operating Officer of the Company as well as in such other positions or capacities as may be reasonably requested by the CEO and/or the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesto him. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s the CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. The Executive acknowledges and agrees that he shall voluntarily resign from his service on the Board at the request of the non-executive members of the Board. The Executive also agrees to promptly execute such documents as may be reasonably requested by the Company to evidence his cessation of service on the Board. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G3.01(F) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours enterprises. The Parties acknowledge that the Executive currently resides in Bernardsville, New Jersey; while the aggregate per calendar quarter (including but Executive will not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. relocate his home residence, Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Appears in 1 contract

Samples: First Amended Employment Agreement (Motus GI Holdings, Inc.)

Position, Duties and Responsibilities. The Company hereby employs the Executive to serve as Chief Executive Officer according to the terms and conditions of this Agreement and for the period stated in Section 2 of this Agreement. The Executive hereby accepts continued employment according to the terms and conditions of this Agreement and for the period stated in Section 2 of this Agreement. During the Term (Term, the Executive shall be nominated for election as defined a member of the Board, and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in Section 2.01 below), good faith. The Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully Exhibit 10.1 conscientiously and to the best of the Executive’s 's ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business 's time, attention, skill knowledge, energy and efforts exclusively skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s 's duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive 's office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida 's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty (30) radius thereof.

Appears in 1 contract

Samples: Separation Agreement and General Release (Andrea Electronics Corp)

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed by the Company, as defined in Section 2.01 below)its Chief Financial Officer. In such capacity, Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall will have such duties and responsibilities as are customary for, normally associated with this position and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) will report to the Company’s CEO's Chief Executive Officer (currently, (b) comply with Company’s policies and procedures in place from time to timeXxxxxx Xxxxx), and (c) serve Company faithfully and to the best of Executive’s abilityor such individual's designee. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his entire business time, attention, skill attention and efforts exclusively energies to the business and affairs of Company (including its affiliates) the Company, to the performance of Executive's duties under this Agreement and to the promotion of its the Company's interests. Notwithstanding anything contained herein the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive's performance of Executive’s his duties hereunder or inhibit or conflict with hereunder. During the business Term, Executive shall perform the services required by this Agreement at the Company's principal place of business, currently located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 130, Pasadena, CA 91101. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall 's compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but event Executive's service in one or more of such additional capacities is terminated, Executive's compensation, as specified in this Agreement, will not limited to AngelMed, GenPro, and eNeura). be diminished or reduced in any manner as a result of such termination for so long as Executive shall be required to spend on average eight days per month at otherwise remains employed under the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelterms of this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Belvedere SoCal)

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed by the Company, as defined in Section 2.01 below)its President and Chief Executive Officer. In such employment capacity, Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall will have such duties and responsibilities as are customary fornormally associated with such position and will report to the Board of Directors of the Company (the "Board"). In addition, and are consistent withduring the Term, such position(s) subject to stockholder approval, Executive will he appointed as may, from time to time, be assigned by a member of the Board; provided, however, that the CEO and/or Company shall not be so obligated to nominate or appoint Executive as a member of the Board if any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall the events constituting Cause (aas defined below) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s abilityhave occurred. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s her entire business time, attention, skill attention and efforts exclusively energies to the business and affairs of Company (including its affiliates) the Company, to the performance of Executive's duties under this Agreement and to the promotion of its the Company's interests. Notwithstanding anything contained herein the foregoing, subject to Section 13 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive's performance of Executive’s her duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travelhereunder. Executive acknowledges that he Executive's services as President and Chief Executive Officer of the Company shall constitute Executive's principal business activity. Executive will be required provided with an office at the Company's principal offices, but may also work from any location Executive chooses as long as Executive has access to travel as reasonably equipment and other resources necessary to perform Executive’s duties hereunder's duties. Notwithstanding the foregoing, including international travelthe Company may from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's reasonable request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities, in addition to the foregoing, which are reasonably assigned and commensurate with Executive's level, authority, and status.

Appears in 1 contract

Samples: Employment Agreement (Belvedere SoCal)

Position, Duties and Responsibilities. During On or about the Effective Date and continuing for the remainder of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as the Chief Financial Executive Officer of Company the Company. The Executive shall be nominated for election as well as in such other positions or capacities as may be reasonably requested by a member of the Company’s Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for), and are consistent withthe Company shall defend, such position(s) hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as may, from time to time, be assigned by a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully conscientiously and to the best of the Executive’s ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business time, attention, skill knowledge, energy and efforts exclusively skills, during normal working hours, and at such other times as the Executive’s duties may reasonably require, to the duties of the Executive’s employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty-mile radius thereof.

Appears in 1 contract

Samples: Separation Agreement and General Release (Andrea Electronics Corp)

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