Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. a. During the term hereof, the Executive shall serve the Company as Executive Chairman reporting to the Company’s Board of Directors (the “Board”). b. During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by an Executive Chairman of a company of comparable size and as may be reasonably designated from time to time by the Board. c. During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive with the Company or any of its affiliates.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as Executive Chairman Chief Financial Officer, reporting to the Company’s Chief Executive Officer and to the Board of Directors of the Company (the “Board”). b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by an Executive Chairman a Chief Financial Officer of a company of comparable size and as may be reasonably designated from time to time by the Board. c. (c) During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the BoardBoard (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as Executive Chairman Chief Strategy Officer, reporting directly to the Company’s Board of Directors of the Company (the “Board”). b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by an Executive Chairman a Chief Strategy Officer of a company of comparable size and as may be reasonably designated from time to time by the Board. c. (c) During the term hereof, for so long as the Executive is employed as the Company’s Chief Strategy Officer, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate of the Company (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time. For purposes of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise). (d) During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the BoardBoard (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. a. During the term hereof, the Executive shall serve the Company as Executive Chairman Chief Financial Officer, reporting to the Company’s Board Chief Executive Officer of Directors the Company (the “BoardCEO”). b. During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by an Executive Chairman a Chief Financial Officer of a company of comparable size and as may be reasonably designated from time to time by the BoardCEO. c. During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board of Directors of the Company (the “Board”), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive with the Company or any of its affiliates.

Capacity and Performance. a. During the term hereof, the Executive shall serve the Company as Executive Chairman Vice President, Corporate Affairs, reporting to the Company’s Board Chief Executive Officer of Directors the Company (the “BoardCEO”). b. During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by an Executive Chairman Vice President, Corporate Affairs of a company of comparable size and as may be reasonably designated from time to time by the BoardCEO. c. During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board of Directors of the Company (the “Board”), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive with the Company or any of its affiliates.

Capacity and Performance. a. During the term hereof, the Executive shall serve the Company as Executive Chairman reporting to the Company’s Board of Directors (the “Board”). b. a) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform serve the Company as its Chief Legal Officer & Corporate Secretary. In such duties and responsibilities on behalf capacity, the Executive shall report to the Chief Executive Officer of the Company (the “Chief Executive Officer”), and the Executive shall have such duties as are customarily performed by an Executive Chairman of a company of comparable size consistent with the Executive’s position and as may be reasonably designated from time to time be assigned to the Executive by the Chief Executive Officer or the Board of Directors of the Company (the “Board”). c. (b) During the term hereof, the Executive shall notdevote substantially all of the Executive’s full business time and the Executive’s best efforts, directly or indirectlybusiness judgment, render any material services skill and knowledge to the advancement of a business, commercial or professional nature to any person or entity other than the business and interests of the Company and its Affiliates (or any affiliate thereof), whether for compensation or otherwise, without as defined below) and to the prior written consent discharge of the BoardExecutive’s duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Chief Executive Officer in writing, which approval shall not be unreasonably withheld. For the avoidance of doubt; provided, notwithstanding the foregoinghowever, that the Executive may (i) engage without advance consent participate in the legal associations, charitable activities set forth on Exhibit A hereto so long as and passive personal investment activities, provided that such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) Agreement, are not contrary to in conflict with the business interests of the Company or any of its affiliates Affiliates and do not violate Sections 7, 8 or competitive 9 of this Agreement. (c) During the term hereof, the Executive shall comply with all of the Company or any Company’s written policies, practices and codes of its affiliatesconduct applicable to the Executive’s position, as in effect from time to time.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as Executive Chairman Chief People Officer, reporting to the Company’s Board Chief Executive Officer of Directors the Company or equivalent senior officer (the “BoardCEO”). b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by an Executive Chairman a Chief People Officer of a company of comparable size and as may be reasonably designated from time to time by the BoardCEO. c. (c) During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as Executive Chairman reporting to the Company’s Board of Directors (the “Board”)its Chief Financial Officer. b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties have the duties, responsibilities and responsibilities on behalf of authorities consistent with the Company Executive’s title as are customarily performed by an Chief Financial Officer. Executive Chairman of a company of comparable size and as may be reasonably designated from time shall report to time by the BoardCompany’s Chief Executive Officer. c. (c) During the term hereof, the Executive shall notdevote substantially all of her full business time and her best efforts, directly or indirectlybusiness judgment, render any material services skill and knowledge to the advancement of a business, commercial or professional nature to any person or entity other than the business and interests of the Company (and its Affiliates and to the discharge of her duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any affiliate thereof)industry, whether for compensation trade, professional, governmental or otherwiseacademic position during the term of this Agreement, without except as may be expressly approved in advance by the prior written consent of the BoardChief Executive Officer in writing, which approval shall not be unreasonably withheld. For the avoidance of doubt; provided, notwithstanding the foregoinghowever, that the Executive may (i) engage without advance consent participate in the charitable activities set forth on Exhibit A hereto so long as and passive personal investment activities, provided that such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) Agreement, are not contrary to in conflict with the business interests of the Company or any of its affiliates Affiliates and do not violate Sections 7, 8 or competitive 9 of this Agreement. (d) During the term hereof, the Executive shall comply with all of the Company or any Company’s written policies, practices and codes of its affiliatesconduct applicable to the Executive’s position, as in effect from time to time.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company as Executive Chairman Chief Revenue Officer, reporting to the Company’s Chief Executive Officer and Board of Directors of the Company (the “Board”). b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by an Executive Chairman a Chief Revenue Officer of a company of comparable size and as may be reasonably designated from time to time by the Board. c. (c) During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the BoardBoard (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. a. (a) During the term hereof, the Executive shall serve the Company and Albireo Limited (including any successor thereto, “Parent”) as their General Counsel and Senior Vice President, Corporate Development. In addition, and without further compensation, the Executive Chairman reporting to shall serve as a director and/or officer of the Company and/or one or more of the Company’s Board of Directors (the “Board”)Affiliates if so elected or appointed from time to time. b. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its Affiliates as are customarily performed by an Executive Chairman of a company of comparable size and as reasonably may be reasonably designated from time to time by the BoardChief Executive Officer of Parent (the “CEO”). The Executive shall be a member of the executive leadership team for the Company and Parent (the “ELT”), as such team may be characterized from time to time. The Executive’s principal work location shall be in Boston, MA. c. (c) During the term hereof, the Executive shall notdevote his full business time and his best efforts, directly or indirectlybusiness judgment, render any material services skill and knowledge exclusively to the advancement of a business, commercial or professional nature to any person or entity other than the business and interests of the Company (or any affiliate thereof), whether for compensation or otherwise, without and its Affiliates and to the prior written consent discharge of the Board, which his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be unreasonably withheld. For expressly approved in advance by the avoidance of doubtCEO in writing; provided, notwithstanding the foregoinghowever, that the Executive may (i) engage without advance consent participate in the charitable activities set forth on Exhibit A hereto so long as and passive personal investment activities, provided that such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) Agreement, are not contrary to in conflict with the business interests of the Company or any of its affiliates Affiliates and do not violate Sections 7, 8 or competitive 9 of this Agreement. (d) During the term hereof, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Company or any of its affiliatesExecutive’s position, as in effect from time to time.