Title and Capacity Clause Samples

Title and Capacity. Effective on the Commencement Date, the Employee shall (i) serve as President and Chief Executive Officer of the Company and shall report to the Board of Directors of the Company (the “Board”) and (ii) be appointed as a member of the Board. The Employee shall be based at the Company’s headquarters in Cambridge, Massachusetts. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to him. The Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company.

Title and Capacity. Executive will serve as Senior Vice President and Chief Financial Officer of the Company and will perform the duties commensurate with such position and such other duties as the Company’s Chief Executive Officer or the Board of Directors (the “Board”) may assign to the Executive. Executive will devote attention and energies on a full-time basis to the above duties, and Executive will not, during the term of this Agreement, actively engage in any other for profit business activity.

Title and Capacity. 2.1 Each Seller which is a legal entity is validly incorporated, in existence and duly registered under the laws of its country of incorporation. 2.2 Each Seller which is an individual: (a) is a sophisticated individual familiar with transactions similar to those contemplated by this Deed; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Shares set out against their name in Schedule 1; (c) has independently and without reliance upon the Buyer or the Company, and based on such information and the advice (and in particular tax advice) of such advisers as such Seller has deemed appropriate, made their own analysis and decision to enter into this Deed. 2.3 Each Seller has taken all necessary action and has all requisite power and authority to enter into and perform this Deed and the other Transaction Documents in accordance with their terms. 2.4 This Deed and the other Transaction Documents constitute (or shall constitute when executed) valid, legal and binding obligations on such Seller in accordance with their terms. 2.5 The execution and delivery of this Deed and the other Transaction Documents by each Seller and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the constitutional documents of such Seller, any agreement or instrument to which such Seller is a party or by which it is bound, or any Law, order or judgment that applies to or binds such Seller or any of its property (and there has been no breach of any applicable Laws by such Seller or its Affiliates which could have an adverse effect on this Deed, the other Transaction Documents or the Group). 2.6 No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority is required to be obtained, or made, by a Seller to authorise the execution or performance of this Deed by such Seller. 2.7 Each Seller is the sole legal and beneficial owner of the Shares set out against its name in Schedule 1 and is entitled to transfer the legal and beneficial interest in such Shares.

Title and Capacity. The Executive shall serve as Executive Vice-President, General Counsel and Corporate Secretary of the Company. Executive shall report directly to the Chief Executive Officer of the Company and shall, except as permitted hereby, devote all of his business time and services to the business and affairs of the Company. Executive shall also perform such other duties consistent with his position as Executive Vice-President, General Counsel and Corporate Secretary as may be reasonably assigned by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) from time to time. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. Notwithstanding anything herein to the contrary, Executive shall be entitled to engage in (a) service on the board of directors of one company, businesses or trade organization with prior Board approval, (b) service on the board of directors of not-for-profit or charitable organizations with prior Board approval, (c) other charitable activities and community affairs and (d) managing his personal investments and affairs, in each case to the extent such activities do not materially interfere with the performance of his duties and responsibilities to the Company.

Title and Capacity. The Employee shall serve as Vice President, Business Development, and shall report to the President and Chief Executive Officer of the Company. The Employee shall be based at the Company's headquarters in Cambridge, Massachusetts. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company shall from time to time reasonably assign to the Employee. The Employee agrees to devote his/her entire business time, attention and energies to the business and interests of the Company. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company.

Title and Capacity. The Executive shall initially serve as President and Chief Operating Officer of the Company and in that capacity Executive shall report directly to the Chief Executive Officer of the Company and shall, except as permitted hereby, devote all of his business time and services to the business and affairs of the Company. The Company acknowledges that it is the present expectation of the Board and the parties hereto that Executive will be elected to the position of Chief Executive Officer within six months of the Commencement Date. At such time as the Executive is elected to the position of Chief Executive Officer, he shall report directly to the Board and shall assume the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to him. Executive shall also perform such other duties consistent with his position at such time as may be reasonably assigned by the Chief Executive Officer (if Executive does not then hold such position) and/or the Board of Directors of the Company (the “Board”) from time to time. Executive shall serve on the Board and may also serve as a director or officer of any of the Company’s operating subsidiaries if the Executive shall be elected to such position, for no additional compensation or benefits. The Executive hereby accepts such service and agrees to undertake the duties and responsibilities inherent in such positions. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. Notwithstanding anything herein to the contrary, Executive shall be entitled to engage in (a) service on the board of directors of a no more than three other companies, businesses or trade organizations, provided, that, the Executive shall provide the Company prior written notice of his intention to join any such board and provided further that he shall not serve on the board of any entity that competes with the Company, (b) service on the board of directors of not-for-profit or charitable organizations, (c) other charitable activities and community affairs and (d) managing his personal investments and affairs, in each case to the extent such activities do not materially interfere with the performance of his duties and responsibilities to the Company.

Title and Capacity. The Executive shall serve as President & CEO or in such other or further capacities as the Bank or its Board of Directors (the “Board”) may determine from time to time. The Executive shall be based at the Bank’s headquarters in Irving, Texas or such place or places in the continental United States as the Board shall determine. The Executive shall be subject to the supervision of, and shall have such authority as is delegated to the Executive by, the Board or such officer of the Bank as may be designated by the Board. The Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board or its designee shall from time to time reasonably assign to the Executive. The Executive agrees to devote the Executive’s entire business time and attention to the business and interests of the Bank during the Employment Period; provided, that the foregoing will not preclude the Executive from devoting reasonable time (as the Bank may determine in its discretion) to the supervision of personal investments, other personal business, civic and charitable affairs, so long as such activities do not (in the Bank's judgment) interfere with the performance of the Executive’s duties hereunder. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Bank and any changes therein that may be adopted from time to time by the Bank. The Executive may not use the Executive’s position, influence, knowledge of confidential information of the Bank, the Bank's members or the Bank’s assets for personal gain. A direct or indirect financial interest, including a joint venture in or with a competitor, supplier, vendor, customer or prospective customer without disclosure and written approval from the Board of Directors is strictly prohibited and could be grounds for dismissal for Cause. The Executive shall at all times comply with the Bank’s Code of Conduct and Ethics and Code of Ethics for Senior Financial Officers, and any other applicable Bank policy.

Title and Capacity. The Company hereby agrees to continue to employ the Executive, and the Executive hereby accepts continued employment with the Company, under the terms set forth in this Agreement. The Executive will serve as the Senior Vice President, Strategic Accounts and shall perform such duties as are ordinary, customary and necessary in such role. The Executive will report directly to the Chief Clinical Officer. The Executive shall devote his full business time, skill and attention to the performance of his duties on behalf of the Company.

Title and Capacity. 3.1 During the Employment Period, the Executive shall serve as Executive Chairman and Chief Executive Officer and Board Member of the Company. The Executive shall be subject to the supervision of, and shall have such authority as is delegated to the Executive by, the Board of Directors of the Company (the “Board”). 3.2 The Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. The Executive agrees to devote substantially all the Executive’s working time and business attention to the business and interests of the Company during the Employment Period. Notwithstanding the forgoing, the Executive may continue to serve in existing board positions, including as Chairmanship roles for the companies listed in Annex A provided that the time Executive spends on such obligations does not interfere with his role at the Company The Executive agrees to abide by all reasonable rules, regulations, instructions, personnel practices and policies of the Company and changes therein which may be adopted from time to time by the Company, once the Company provides written copies of all such rules, regulations, instructions, personnel practices and policies to the Executive.