Grouped Into 115 Collections of Similar Clauses From Business Contracts
This page contains Duties clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Duties. (a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position. (b) The Director will use h...is best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities. Notwithstanding the same, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director's duties, services and responsibilities hereunder.View More
Duties. (a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position. (b) The Director will use h...is best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities. Notwithstanding the same, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director's duties, services and responsibilities hereunder. 1 3. Compensation. (a) The Director shall receive a quarterly cash stipend of Fifteen Thousand Dollars ($15,000). For so long as the Director serves as the chair of either the Audit Committee of the Board, the Compensation Committee of the Board or the Nominating Committee of the Board the amount of such quarterly cash stipend may be increased from time to time. (b) Common Stock. The Director shall be issued, upon the last day of each fiscal quarter, commencing in the quarter in which the Director enters into this Agreement, provided the Director is a member of the Board as of such date, the number of shares of the Company's common stock equivalent to Five Thousand Dollars ($5,000) as determined based on the average closing price on the three trading days immediately preceding the last day of such quarter. (c) Independent Contractor. The Director's status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith. (d) Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for (i) all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses, and (ii) any costs associated with filings required to be made by the Director or any of the entities managed or controlled by Director to report beneficial ownership or the acquisition or disposition of securities of the Company. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company. View More
Duties. (a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, meetings and quarterly pre-scheduled Board and Management conference calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, presentations when agreed on in advance, as appropriate and convenient, and ...perform such duties, services and responsibilities, and have the authority commensurate to such position. 1 (b) The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities. entities, subject to any limitations set forth by the Sarbanes-Oxley Act of 2002 and limitations provided by any exchange or quotation service on which the Company's common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director's duties, services and responsibilities hereunder. View More
Duties. (a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, meetings and quarterly pre-scheduled Board and Management conference calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, presentations when agreed on in advance, as appropriate and convenient, and ...perform such duties, services and responsibilities, and have the authority commensurate to such position. (b) The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities. Notwithstanding the same, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director's duties, services and responsibilities hereunder. View More
Duties. Executive agrees that during the Employment Period, Executive will devote his full business time, energies and talents to serving as the Chief Financial Officer of the Company and the Bank at the direction of the Company's Chief Executive Officer ("CEO"). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO, which duties and responsibilities shall be commensurate with Executive's position, shall perform all duties assigned to Executiv...e faithfully and efficiently, subject to the direction of the CEO, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's principal place of business unless the nature of such duties requires otherwise. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the CEO, inhibit, prohibit, interfere with or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Employer and its Affiliates; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer or its Affiliates) or hold any other position with any business without receiving the prior written consent of the CEO.View More
Duties. Executive agrees that during During the Employment Period, Executive will shall devote his Executive's full business time, energies energy and talents talent to serving as the an Executive Vice President and Chief Financial Credit Officer of the Company and the Bank at the direction as an Executive Vice President and Chief Credit Officer of the Company's Chief Executive Officer ("CEO"). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the... CEO, which duties and responsibilities shall be commensurate with Executive's position, shall perform all duties assigned to Executive faithfully and efficiently, Heritage Bank, subject to the direction of the CEO, President and Chief Executive Officer ("CEO") of the Company and Heritage Bank, respectively. Executive shall have the duties that are commensurate with Executive's position(s) and any other duties that may be assigned to Executive by the CEO and Executive shall perform all such duties faithfully and efficiently. Executive shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will shall perform the duties required by this Agreement at the Company's principal place of business Principal Business Location, unless the nature of such duties requires otherwise. Notwithstanding the foregoing, foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious religious, or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the CEO, inhibit, prohibit, interfere with with, or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Employer and its Affiliates; Company or an Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer Company or its Affiliates) an Affiliate) or hold any other position with any business without receiving the prior written consent of the CEO. View More
Duties. Executive agrees that during During the Employment Period, Executive will shall devote his Executive's full business time, energies and talents to serving as the President and Chief Financial Executive Officer of the Company Bank and Chief Deposit Officer of the Bank Company, at the direction of the Company's Chief Executive Officer ("CEO"). of the Company (the "Chief Executive Officer"). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by t...he CEO, Chief Executive Officer, which duties and responsibilities shall be commensurate with Executive's position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the CEO, Chief Executive Officer, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will shall perform the duties required by this Agreement primarily at the Company's principal place of business Bank's main office location in Davenport, Iowa, or such other location agreed to by the Parties, unless the nature of such duties requires otherwise. Notwithstanding the foregoing, foregoing provisions of this Section 3, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious religious, or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the CEO, Chief Executive Officer, inhibit, prohibit, interfere with with, or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Employer and its Affiliates; or an Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer or its Affiliates) an Affiliate) or hold any other position with any business without receiving the prior written consent of the CEO. Chief Executive Officer. View More
Duties. Executive agrees that during (a) During the Employment Period, Executive will shall devote his Executive's full business time, energies energy, and talents talent to serving as the Chief Financial Legal Officer of the Company Company, with legal responsibilities for all U.S. and Israeli operations, including: owith Chief Financial Officer, responsibility for financial oversight/reporting for the Bank at Company; owith Head of Research and Development, responsibility for the direction execution o...f patent strategy for Medgenics oresponsibility for oversight of all legal activities associated with business development. Executive shall report to, and be under the direction, of the Company's Chief Executive Officer ("CEO"). CEO. (b) Executive shall have such the duties that are commensurate with Executive's positions and responsibilities as any other duties that may be assigned to Executive by the CEO, and Executive shall perform all such duties faithfully and efficiently in compliance with applicable law and Company policies, as may be in effect from time to time by the CEO, which duties and responsibilities shall be commensurate with Executive's position, shall perform all duties assigned to time. Executive faithfully and efficiently, subject to the direction of the CEO, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position positions and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's (c) Executive's principal place of business unless the nature shall be within 50 miles of such Philadelphia, Pennsylvania; however, it is understood that Executive may be required to travel both domestically and internationally in fulfillment of Executive's duties requires otherwise. set forth herein. (d) Notwithstanding the foregoing, foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious religious, or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the CEO, inhibit, prohibit, interfere with with, or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Employer and its Affiliates; Company or any Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer Company or its Affiliates) an Affiliate) or hold any other position with any business without receiving the prior written consent of the CEO. View More
Duties. 3.1. Position. During the Term, Executive shall serve as Executive Vice President - Business Head, Passive Components of Vishay, or any other position which will be agreed by the parties, reporting directly to the Chief Executive Officer of Vishay or such other individual as may be designated by the Chief Executive Officer of Vishay from time to time. 3.2. Authority and Responsibility. Executive shall have authority and responsibility customarily applicable to the positions described in Section ...3.1, and shall perform such other duties as may be assigned by Vishay from time to time. 3.3. Activities. Excluding any periods of vacation, personal, sick leave and other permitted absences to which Executive is entitled according to this Agreement and applicable law, Executive shall devote his full professional attention and best efforts during the Term to the business and affairs of Vishay and its subsidiaries and affiliates. It shall not be considered a violation of the foregoing for Executive to (a) provide services to Vishay or any of its subsidiaries or affiliates, (b) serve on corporate, industry, civic or charitable boards or committees, or (c) manage personal investments, so long as such activities would be permitted under Section 7 and do not interfere with the performance of Executive's responsibilities as an employee of Vishay Americas in accordance with this Agreement.View More
Duties. 3.1. Position. During the Term, Executive shall serve as Executive Vice President - Business Head, Passive Components of Vishay, or any other position which will be agreed by the parties, reporting directly to the Chief Executive Officer of Vishay or such other individual as may be designated by the Chief Executive Officer of Vishay from time to time. 3.2. Authority and Responsibility. Executive shall have authority and responsibility customarily applicable to the positions described in Section ...3.1, and shall perform such other duties as may be assigned by Vishay from time to time. 3.3. Activities. Excluding any periods of vacation, personal, sick leave and other permitted absences to which Executive is entitled according to this Agreement and applicable law, Executive shall devote his full professional attention and best efforts during the Term to the business and affairs of Vishay and its subsidiaries and affiliates. It shall not be considered a violation of the foregoing for Executive to (a) provide services to Vishay or any of its subsidiaries or affiliates, affiliates (which, for avoidance of doubt, shall be provided pursuant to this Agreement and without payment of additional consideration), (b) serve on corporate, industry, civic or charitable boards or committees, or (c) manage personal investments, so long as such activities would be permitted under Section 7 and do not interfere with the performance of Executive's responsibilities as an employee of Vishay Americas Israel in accordance with this Agreement. 3.4. Place of Performance. Executive recognizes that while Executive's principal place of business shall be Israel, his duties will require, at Vishay Israel's expense, travel to domestic and international locations. View More
Duties. During the Term, Executive will serve as President and Chief Executive Officer of the Company, reporting to the Company's Board of Directors (the "Board of Directors"). Executive will discharge such duties and responsibilities as are customary for such position or are prescribed from time to time by the Company. Executive will devote his full time and attention to the affairs of the Company and will not enter the employ of or serve as a consultant to, or in any way perform any services for, with... or without compensation, any other person, business or organization without the prior approval of the Board of Directors. In no event may any such service be inconsistent with, or prevent Executive from carrying out, his duties under this Agreement, as determined at the sole discretion of the Board of Directors. During the Term, Executive shall serve as a member and the Chairman of the Board of Directors of the Company, subject to the conditions and requirements set forth in the Company's bylaws, as applicable, including but not limited to shareholder approval.View More
Duties. During the Term, Executive will serve as President and Chief Executive Design Officer of the Company, reporting to the Company's Board of Directors (the "Board of Directors"). Executive will discharge such duties and responsibilities as are customary for such position or are prescribed from time to time by the Company. Executive will devote his full time and attention to the affairs of the Company and will not enter the employ of or serve as a consultant to, or in any way perform any services fo...r, with or without compensation, any other person, business or organization without the prior approval of the Board of Directors. In no event may any such service be inconsistent with, or prevent Executive from carrying out, his duties under this Agreement, as determined at the sole discretion of the Board of Directors. During the Term, Executive shall serve as a member and the Chairman of the Board of Directors of the Company, subject to the conditions and requirements set forth in the Company's bylaws, as applicable, including but not limited to shareholder approval.View More
Duties. The Executive will continue to serve as the Chief Financial Officer of the Company and will have such powers and duties as may from time to time be prescribed by the Company's President and Chief Executive Officer (the "CEO"). The Executive shall devote the Executive's full working time and efforts to the business and affairs of the Company and not engage in any other business activities without prior written approval by the Board of Directors (the "Board") and provided that such activities do n...ot create a conflict of interest or otherwise interfere with the Executive's performance of the Executive's duties to the Company. Notwithstanding the foregoing, the Executive may (i) serve in religious, charitable or other community activities and (ii) continue serving of the Board of Directors of Vaccinex Inc., as long as such services and activities do not do not create a conflict of interest or otherwise interfere with the Executive's performance of the Executive's duties to the Company.View More
Duties. The Executive will continue to serve as the Chief Financial Officer of the Company and will have such powers and duties as may from time to time be prescribed by the Company's President and Chief Executive Officer of the Company with the traditional power and duties of such office in companies similar in size to the Company and such additional other executive level duties reasonably assigned by the Company's Board of Directors (the "CEO"). "Board"). Promptly following the execution of this Agree...ment, the Executive shall be appointed to the Board, in conjunction with his commencement as the Company's Chief Executive Officer, effective as of the Commencement Date. The Executive shall devote the Executive's full working time and efforts to the business and affairs of the Company and not engage in any other business activities without prior written approval by the Board of Directors (the "Board") and provided that such activities do not create a conflict of interest or otherwise interfere with the Executive's performance of the Executive's duties to the Company. Notwithstanding the foregoing, the Executive may (i) serve in religious, religious or charitable or other community activities and (ii) continue serving of the Board of Directors of Vaccinex Inc., as long as such services and activities do not do not create a conflict of interest or otherwise interfere with the Executive's performance of the Executive's duties to the Company. The normal place of work is Cambridge, MA. It is understood and agreed that the Executive will generally be on site in Cambridge, unless the Executive is traveling on behalf of the Company. View More
Duties. The Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company's constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including by the Delaware Gene...ral Corporation Law (the "DGCL"). The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of the Compensation Committee, Nominating Committee, Audit Committee and such other committees as the Director may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the DGCL.View More
Duties. The Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company's constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, charters (if any), each as amended or modified from time to time, and by applicable law, including b...y the Delaware General Corporation Law Nevada Revised Statues or any other applicable governing statute (the "DGCL"). "Law"). The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of the Compensation Committee, Nominating Committee, Audit Committee and such other committees as the Director may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the DGCL. Law. View More
Duties. The Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company's constituent instruments, including its certificate or articles Articles of incorporation, bylaws Incorporation, Bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law,... including by the Delaware General Corporation Law (the "DGCL"). Nevada Revised Statutes. The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of the Audit Committee, Compensation Committee, Governance and Nominating Committee, Audit Committee and such other committees as the Director may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under Chapter 78 of the DGCL. Nevada Revised Statutes. View More
Duties. The Company requires that the Director be available to perform the duties of customarily related to an independent director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company's constituent instruments, including its certificate or articles of incorporation, bylaws by-laws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law,...including by including, without limitation, the Delaware General Corporation Law (the "DGCL"). "DGCL") and the rules and regulations of the SEC, any exchange or quotation system on which the Company's securities may be traded from time to time and all other applicable legal or regulatory requirements. Initially, the Company and the Director have agreed that the Director will serve as a member of the Audit Committee and the Compensation Committee, effective immediately. The Director agrees to use commercially reasonable efforts to devote as much time as is necessary to perform completely the duties as the Director of the Company, an independent director in accordance with such Company requirements, including duties as a member of committees of the Compensation Committee, Nominating Committee, Audit Committee Board of Directors as the same may be established from time to time. The Director will use commercially reasonable efforts to attend meetings of the Board of Directors and such other its committees as the Director may hereafter be appointed to. to, in person or by teleconference. The Director will perform such duties described herein in accordance with the general fiduciary duty duties of directors arising under the DGCL. View More
Duties. The Employee shall serve as Chief Executive Officer of the Corporation, with such duties, responsibilities and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of Directors (the "Board") of the Corporation. The Executive shall also serve as a member of the Company's Board. During the Term (as defined in Section 3), the Employee shall devote all of his full business time and efforts to the performance of his duties hereunde...r unless otherwise authorized by the Board. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Employee for the making of passive personal investments, the conduct of business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth in Section 9 below.View More
Duties. The Employee shall serve as Chief Executive Officer Senior Vice President of Operations of the Corporation, with such duties, responsibilities responsibilities, and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of Directors (the "Board") of the Corporation. The Executive shall also serve as a member of the Company's Board. During the Term (as defined in Section 3), the Employee shall devote all of his full business time... and efforts to the performance of his duties hereunder unless otherwise authorized by the Board. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Employee for the making of passive personal investments, the conduct of business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth in Section 9 below. Employee shall notify Corporation of any physical, mental or emotional incapacity resulting from injury, sickness or disease that affects Employee's ability to carry out the duties and responsibilities of Employee's position. View More
Duties. The Employee Executive shall serve as Chief Executive Officer the President of the Corporation, Corporation with such duties, responsibilities and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of Directors (the "Board") of the Corporation. The Executive shall also serve as a member report directly to the Board of Directors of the Company's Board. Corporation and the Chief Executive Officer. During the Term (as defined i...n Section 3), term of this Agreement, the Employee Executive shall devote all of his full business time and efforts to the performance of his duties hereunder unless otherwise authorized by the Board. Board of Directors. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Employee Executive for the making of passive personal investments, the conduct of private business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth in Section 9 below. hereunder. View More
Duties. The Employee Executive shall serve as the Chief Executive Officer of the Corporation, with such duties, responsibilities and authority as are commensurate and consistent with his her position, as may be, from time to time, assigned to him her by the Board of Directors (the "Board") of the Corporation. The Executive shall report directly to the Board. The Executive shall also serve as a member of the Company's Board. During the Term (as defined in Section 3), the Employee Executive shall devote a...ll of his her full business time and efforts to the performance of his her duties hereunder unless otherwise authorized by the Board. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Employee Executive for the making of passive personal investments, the conduct of business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth in Section 9 below. View More
Duties. 1.1 Positions. The Executive shall be employed as President and Chief Financial Officer of the Bank and the Company and, subject to the direction of the Chief Executive Officer and the Board of Directors, shall perform and discharge faithfully the duties and responsibilities which reasonably may be assigned to the Executive from time to time in connection with the conduct of the businesses. The duties and responsibilities of the Executive shall be commensurate with similar positions at other com...munity banks of a similar size to the Bank. The Executive shall report to the Chief Executive Officer of the Bank and the Company. 1.2 Full-Time Status. In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 1.1 hereof, the Executive shall: (a) subject to Section 1.3, devote substantially all of the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; and (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated to the Executive by either the Board of Directors of the Company or the Bank or the Chief Executive Officer of the Company or the Bank; and (c) timely prepare and forward to the Board of Directors of the Company and the Bank or the Chief Executive Officer of the Company or the Bank all reports and accountings as reasonably may be requested of the Executive thereby. 1.3 Permitted Activities. The Executive shall devote substantially all of the Executive's entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other significant business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, but as long as the following activities do not interfere with the Executive's obligations to the Employer, this shall not be construed as preventing the Executive from: (a) investing the Executive's personal assets in any manner which will not require any services on the part of the Executive in the operation or affairs of the entity into which the Executive has invested (including service on the board of directors or other governing body of such entity) and in which the Executive's participation is solely that of an investor; provided that such investment activity following the Effective Date shall not result in his owning beneficially at any time one percent (1%) or more of the equity securities of any Competing Business; or (b) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, teaching or serving on the board of directors of an entity so long as any such participation does not interfere with the ability of the Executive to effectively discharge his duties hereunder; provided further, that the Board of Directors of the Company or the Bank may direct the Executive in writing to resign from any such organization and/or cease such activities should the Board of Directors of the Company or the Bank reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer.View More
Duties. 1.1 Positions. 2.1 The Executive shall be is employed as President and Chief Financial Executive Officer of each of the Bank and the Company and, Company, subject to the direction of the Chief Boards of Directors or their designee(s). The Executive Officer and the Board of Directors, shall perform and discharge well and faithfully the authority, duties and responsibilities which reasonably may be assigned to the Executive from time to time by the Board of Directors in connection with the conduct... of the businesses. The Business of the Employer; provided, however, that in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities of assigned to the Executive shall from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be commensurate with similar positions at other community banks of customarily assigned to a similar size person occupying the position(s) held by the Executive pursuant to the Bank. The Executive shall report to the Chief Executive Officer terms of the Bank and the Company. 1.2 Full-Time Status. this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 1.1 2.1 hereof, the Executive shall: (a) subject to Section 1.3, devote substantially all of the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; and (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated to the Executive by either the Board of Directors of the Company or the Bank or the Chief Executive Officer of the Company or the Bank; Directors, which is consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors of the Company and the Bank or the Chief Executive Officer of the Company or the Bank all reports and accountings accounting as reasonably may be requested of the Executive thereby. 1.3 Permitted Activities. Executive. 2.3 The Executive shall devote substantially all of the Executive's entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other significant business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, advantage; but as long as the following activities do not interfere with the Executive's obligations to the Employer, this shall not be construed as preventing the Executive from: (a) managing the Executive's personal assets and investing the Executive's personal assets in any manner businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in the their operation or affairs of the entity into which the Executive has invested (including service on the board of directors or other governing body of such entity) and in which the Executive's participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such investment activity following the Effective Date purchase shall not result in his the Executive's collectively owning beneficially at any time one five percent (1%) (5%) or more of the equity securities of any Competing Business; business in competition with the Business of the Employer; (c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive's duties under this Agreement and are not in competition with the Business of the Employer or (b) result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and (d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, books or teaching or serving on the board of directors of an entity so long as any such participation does not interfere with entity; provided that the ability Chairman of the Executive to effectively discharge his duties hereunder; provided further, that the Board of Directors or its designee approves in writing of the Company or the Bank may direct Executive joining such entity as a member of its board of directors prior to the Executive in writing to resign from any joining such organization and/or cease such activities should the Board board of Directors of the Company or the Bank reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer. directors. View More
Duties. 1.1 Positions. 2.1 POSITION. The Executive shall be is employed initially as President and Chief Financial Officer the Vice Chairman of the Bank and the Company and, subject to the direction of the Chief Executive Officer and the Board of Directors, Directors of the Bank or its designees, shall perform and discharge well and faithfully the duties and responsibilities which reasonably may be assigned to the Executive him from time to time by the Bank in connection with the conduct of the business...es. The duties and responsibilities of the Executive shall be commensurate with similar positions at other community banks of a similar size to the Bank. The Executive shall report to the Chief Executive Officer of the Bank and the Company. 1.2 Full-Time Status. its business. 3 2.2 FULL-TIME STATUS. In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 1.1 2.1 hereof, the Executive shall: (a) subject to Section 1.3, devote substantially all of the Executive's his time, energy and skill during regular business hours to the performance of the duties of the Executive's his employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; and (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated to him by the Executive by board of directors of either the Board of Directors of the Company or the Bank or the Chief Executive Officer of the Company or the Bank; Company; and (c) timely prepare and forward to the Board board of Directors directors of the Company and either the Bank or the Chief Executive Officer of the Company or the Bank all reports and accountings as reasonably may be requested of the Executive thereby. 1.3 Permitted Activities. Executive. 2.3 PERMITTED ACTIVITIES. The Executive shall devote substantially all of the Executive's his entire business time, attention and energies to the business Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other significant business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, advantage; but as long as the following activities do not interfere with the Executive's obligations to the Employer, this shall not be construed as preventing the Executive from: (a) investing the Executive's his personal assets in any manner businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in the their operation or affairs of the entity into which the Executive has invested (including service on the board of directors or other governing body of such entity) and in which the Executive's his participation is solely that of an investor; (b) purchasing or otherwise acquiring an ownership interest in any entity provided that such investment activity following the Effective Date interest shall not result in his him collectively owning beneficially at any time one five percent (1%) (5%) or more of any entity or, to the extent applicable, five percent (5%) or more of the equity securities stock, capital or profits of any Competing Business; or (b) entity in competition with the Business of the Employer; and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, books or teaching or serving on so long as the Company's and the Bank's Chief Executive Officer approves of such activities prior to the Executive's engaging in them. Notwithstanding the foregoing provisions of this Section 2.3, the Executive may provide services to any entity and may engage in such additional investment activities to the extent such services and such additional investment activities have been expressly approved in writing by the board of directors of an entity so long as any such participation does not interfere with either the ability of the Executive to effectively discharge his duties hereunder; provided further, that the Board of Directors of the Company Bank or the Bank may direct the Executive in writing to resign from any such organization and/or cease such activities should the Board of Directors of the Company or the Bank reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer. Company. View More
Duties. 1.1 Positions. 2.1 The Executive shall be is employed as an Executive Vice President of Howard Bank and Chief Financial Officer President of the Bank and mortgage division of the Company and, Bank, is subject to the direction of the Chief Executive Officer Officer, and the Board of Directors, shall must perform and discharge well and faithfully the duties and responsibilities which reasonably may be assigned to the Executive from time to time by the Employer in connection with the conduct of the... businesses. The duties and responsibilities of the Executive shall be commensurate with similar positions at other community banks of a similar size to the Bank. The Executive shall report to the Chief Executive Officer of the Bank and the Company. 1.2 Full-Time Status. its business. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 1.1 2.1 hereof, the Executive shall: must: (a) subject to Section 1.3, devote substantially all of the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; and (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated to the Executive by either the Board of Directors of the Company or the Bank or the Chief Executive Officer of and the Company or the Bank; Board; and 4 (c) timely prepare and forward to the Board of Directors of the Company and the Bank or the Chief Executive Officer of and to the Company or the Bank Board all reports and accountings accounting as reasonably may be requested of the Executive thereby. 1.3 Permitted Activities. Executive. 2.3 The Executive shall must devote substantially all of the Executive's entire business time, attention and energies to the business Business of the Employer and shall must not during the Term of this Agreement be engaged (whether or not during normal business hours) in any other significant business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, advantage; but as long as the following activities do not interfere with the Executive's obligations to the Employer, this shall will not be construed as preventing the Executive from: (a) investing the Executive's personal assets in any manner businesses which are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in the their operation or affairs of the entity into which the Executive has invested (including service on the board of directors or other governing body of such entity) and in which the Executive's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are regularly traded provided that such investment activity following the Effective Date shall purchase will not result in his Executive collectively owning beneficially at any time one five percent (1%) (5%) or more of the equity securities of any Competing Business; or (b) business in competition with the Business of the Employer; and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, teaching books or serving on teaching, subject to any directions or limitations that might be established by the board of directors of an entity so long as any such participation does not interfere with the ability of the Chief Executive to effectively discharge his duties hereunder; provided further, that Officer and the Board of Directors of the Company or the Bank may direct the Executive in writing from time to resign from any such organization and/or cease such activities should the Board of Directors of the Company or the Bank reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer. time. View More
Duties. Employee shall be employed during the Employment Term (as defined in Section 3) in the position of Senior Vice President and General Counsel. Employee will advance the best interests of Employer at all times during their employment and shall at all such times faithfully, industriously and to the best of their ability, perform all duties as may be required of them by virtue of their title and position and in accordance with the job description for his/her title and position as established by Empl...oyer's Board of Directors (the "Board") and/or its designee from time to time. Employee shall report to Employer's Chief Executive Officer. Employee shall comply with any and all written personnel policies, corporate policies and employment manuals of Employer in the conduct of their duties.View More
Duties. Employee shall be employed during the Employment Term term of this Agreement (as defined set forth in Section 3) in the position of Senior Executive Vice President and General Counsel. Chief Financial Officer. Employee will advance the best interests of Employer at all times during their her employment and shall at all such times faithfully, industriously and to the best of their her ability, perform all duties as may be required of them her by virtue of their her title and position and in accor...dance with the job description for his/her her title and position as established by Employer's Board of Directors (the "Board") and/or its designee from time to time. Employer shall provide Employee shall report to Employer's Chief Executive Officer. with a written job description. Employee shall comply with any and all written personnel policies, corporate policies and employment manuals of Employer in the conduct of their duties. her duties that are applied on a consistent basis. View More
Duties. The Executive shall serve as the Chairman and Chief Executive Officer (CEO) of the Company and shall have such duties of an executive nature as the Board shall determine from time to time which are customary and appropriate for the position of President and Chief Executive Officer, and for companies of similar size. The Executive will report to the Board of Directors.
Duties. The Executive shall serve as the Chairman Secretary and Chief Executive Financial Officer (CEO) (CFO) of the Company and shall have such duties of an executive nature as the Board shall determine from time to time which are customary and appropriate for the position of President and Chief Executive Financial Officer, and for companies of similar size. The Executive will report to the Board of Directors. Chief Executive Officer.
