Duties of Employee Contract Clauses (51)

Duties of Employee. Employee shall serve as the Senior Vice President, Senior Risk Officer of the Bank. Employee shall have such other duties and hold such other titles, as may be provided by the bylaws of the Bank and the Corporation and as may be given to him from time to time by the Boards of Directors of the Bank and the Corporation (collectively, the "Boards").

Duties of Employee. Executive shall serve as Executive Vice President of the Bank, reporting directly and exclusively to the President of the Valley Green Bank Division or, if applicable, the Chief Executive Officer of the Bank (the "CEO"), and shall have such powers and duties as may from time to time be reasonably prescribed, provided such powers and duties are consistent with Executive's position as an executive officer of the Bank. Executive shall devote his full time, attention and energies to the business of ...the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board of Directors of the Bank (the "Bank Board"). View More

Duties of Employee. Employee is employed as the Company's PRESIDENT. Employee shall perform the duties and responsibilities customarily assigned to a company President and as set forth in Exhibit A of this agreement. Employee shall report to and be subject to the direction and control of the Company's Board of Directors. As a condition of his continued employment Employee shall assure that the Company complies with federal laws and regulations controlling the terms and conditions of the employment of employees, inc...luding EEO laws, NLRA rules and regulations, LMRA rules and regulations, OSHA rules and regulations, FLSA rules and regulations, SEC rules and regulations; FDA requirements, et cetera. Employee shall devote a reasonable amount of his productive time, ability, and attention to the business of Employer during the term of this contract. The parties understand and anticipate that this is a full-time position, and that Employee will not likely have sufficient time or capacity to undertake other employment during the course of his employment by the Company. Although not a condition to this Agreement, the parties anticipate that Employee will also be advanced as a director of the Company. The parties understand and agree that Employee's responsibilities as a director shall, for so long as he fills that position, be primary to his responsibilities under this Agreement and that, furthermore, his contractual obligations hereunder shall be secondary to his fiduciary responsibilities as a director. Employee agrees that in the event he is appointed or elected as a director he will abstain from participating in or voting on any initiative or resolution that concerns his employment absent good cause and the agreement of a majority of the disinterested directors. 1 3. Compensation of Employee. Base Compensation. As compensation for services rendered under this Agreement, Employee shall be entitled to receive from Employer an annual salary equivalent to One Hundred Thousand Dollars ($100,000). Until such time as the Board of Directors determines that the Company's cash-flow is sufficient to pay salaries in any amount, Employee's salary shall be paid in Restricted Share Units, as that term is defined in the RSU Plan appended hereto as Exhibit A. The number of RSUs due shall be calculated based on the closing market price on the last trading day of each calendar quarter and shall be paid no later than ll ten (10) days after the Company files its annual or quarterly reports with the Securities and Exchange Commission during the term of this Agreement. Cash compensation, if and when awarded, shall be paid monthly or on such schedule as the Employee and Company agree. Incentive Bonus. Employer, in its sole discretion, may from time to time pay Employee an incentive bonus, in such amount and under such terms and conditions as it determines to be appropriate and in the best interest of the Company and at the discretion of the disinterested members of the Board of Directors. Restricted Shares. Employee understands and agrees that the shares of Company common stock issued to him under this Agreement are all "restricted securities" within the meaning of SEC Rule 144 and that he is and will be considered an "affiliate" of the Company for purposes of the resale of any such securities. As such, his resale of these securities shall be limited by applicable provision of federal or state securities laws. View More

Duties of Employee. The Executive has been retained by the Bank as its President and Chief Executive Officer ("President and CEO") with overall charge and responsibility for the business and affairs of the Bank. The Executive shall report directly to the Board and shall perform such duties as the Executive shall reasonably be directed to perform by the Board. The Executive shall devote his best efforts to the performance of the duties of his position with the Bank and shall devote substantially all of his business ...time and attention to the performance of his duties under this Agreement, excluding any periods of vacation and sick leave to which the Executive is entitled. The Executive may (a) serve on civic or charitable boards or committees and (b) deliver lectures and fulfill speaking engagements, so long as such activities do not, in the view of the Board, interfere, in any substantive respect, with the Executive's responsibilities hereunder or conflict, in any material way, with the business of the Bank or the Bank's Code of Ethics. 3 3. TERM OF THE AGREEMENT. Unless terminated earlier as provided in Section 6, the Executive's employment as President and CEO under this Agreement shall continue for the Term of the Agreement, as defined above; provided, however, that the Term of the Agreement shall be automatically extended by one (1) year effective January 1, 2025 and each year thereafter until such date as either the Bank or the Executive shall have terminated this automatic extension provision by giving written notice to the other party at least three (3) months prior to the end of the initial Term of the Agreement or any extension thereof. View More

Duties of Employee. During the Term, the Executive shall be a full-time employee of the Company, shall dedicate substantially all of his working time to the Company, and shall have no employment or other business ventures that are undisclosed to the Company or that conflict with Employee's duties under this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) participating in trade associations or industry organizations that are related to the business of the Company, (ii) e...ngaging in charitable, civic or political activities, (iii) engaging in personal investment activities for the Employee and his family that do not give rise to any conflicts of interest with the Company or its affiliates, or (iv) with the prior approval of the Chief Executive Officer, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its affiliates, in each case so long as such interests do not materially interfere, individually or in the aggregate, with the performance of the Employee's duties hereunder. The Company acknowledges and approves the current activities of the Employee as set forth on Schedule l hereto. Employee shall render such duties and services for the Company or its affiliated entities as the Company or its affiliated entities may from time to time request. Employee agrees to serve the Company faithfully and perform such duties and services using his best effort and abilities. Employee agrees to act at all times in the best interests of the Company. Employee agrees to conduct himself at all times in a business-like and professional manner as appropriate for a person in Employee's position and to represent the Company in all respects in a manner that comports with sound business judgment in the highest ethical standards. Employee will be subject to abide by the Employee Handbook and all policies and procedures of the Company and its affiliated entities, as adopted and revised by the Company and its affiliated entities, from time to time. Employee shall be subject to the direction of the Company, which shall retain full control over the means and methods by which Employee performs his duties and the above services. View More

Duties of Employee. Employee shall perform such duties assigned to Employee by Employer as are generally associated with the duties of President and Chief Financial Officer for Employer or such similar duties as may be assigned to Employee by Employer as Employer may determine. Employee's duties shall include, but not be limited to: (i) the efficient and continuous operation of Employer and its Affiliates; (ii) the preparation of relevant budgets and allocation of relevant funds; (iii) the selection and delegation ...of duties and responsibilities of subordinates; (iv) the direction, review and 8 oversight of all programs under Employee's supervision; and (v) such other and related duties as specifically assigned by Employer to Employee from time to time. The foregoing notwithstanding, Employee shall devote such time to Employer or its Affiliates as may be required by Employer, provided such duties are not inconsistent with Employee's primary duties to Employer hereunder 4. ACCEPTANCE OF EMPLOYMENT. Employee hereby unconditionally accepts the employment set forth hereunder, under the terms and pursuant to the conditions set forth in this Agreement. Employee hereby covenants and agrees that, during the Term, Employee will devote the whole of Employee's normal and customary working time and best efforts solely to the performance of Employee's duties under this Agreement and that, except upon Employer's prior express written authorization to that effect, Employee shall not perform any services for other organization not owned by Employer or any of Employer's Affiliates. View More