Positions and Duties Contract Clauses (1,756)

Positions and Duties. The Company shall employ Executive as its Chief Executive Officer. At all times during the Term, Executive shall report to the Board. During the Term, (a) Executive shall have the duties, powers, and authority as are commensurate with Executive's position with the Company; (b) Executive shall report only to the Board; and (c) all employees of the Company shall report to Executive or Executive's designee(s). Executive's primary office for the Company shall be located in California, in an office p...rovided by the Company or as otherwise agreed between the Parties, unless Executive agrees to an alternative location in writing. View More

Positions and Duties. During the Employment Period, Executive will serve as Executive Chairman and will report to the Company's Board of Directors (the "Board"). Executive will have those powers and duties normally associated with the position of Executive Chairman and such other powers and duties as may be prescribed by or at the direction of the Board. Executive will devote substantially all of Executive's working time, business attention and energies (other than absences due to illness or vacation) to the performa...nce of Executive's duties for the Company. Without the consent of the Board, during the Employment Period, Executive will not serve on the board of directors, trustees or any similar governing body of any for-profit entity. Notwithstanding the above, Executive will be permitted, to the extent such activities do not interfere with the performance by Executive of his duties and responsibilities hereunder or violate Section 10 of this Agreement, to (i) manage Executive's (and his immediate family's) personal, financial and legal affairs, and (ii) serve, with the prior approval of the Board, on civic or charitable boards or committees (it being expressly understood and agreed that Executive's continuing to serve on the civic or charitable boards or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Effective Date (each of which has been disclosed to the Company on a list provided to the Company by Executive coincident with the execution of this Agreement), will be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement). View More

Positions and Duties. During the term of this Agreement, the Executive shall serve as President and Chief Operating Officer of the Bank and shall undertake such duties as are consistent with such positions and titles. Executive shall also undertake such duties, consistent with Executive's positions and titles, as may be assigned to him from time to time by the Chairman of the Board of Directors of the Bank ("Chairman"), including management of Bank personnel who report to the Executive as determined by the Chairman f...rom time to time, serving on Bank committees as required in the Bank's Bylaws and as appointed from time to time by the Board of Directors of the Bank ("Board") or the Chairman, keeping the Chairman and Board informed of industry and regulatory developments regarding the Bank, coordinating with Bank personnel and third parties to the extent necessary to further the profitability and business of the Bank, and assisting in keeping the Bank in compliance with applicable laws and regulations. In addition, the Chairman shall provide the Executive with annual goals and responsibilities agreed to by the Executive, as outlined in a "performance evaluation," and it is the Executive's responsibility to meet or exceed these goals as reasonably determined by the Board and/or its Compensation Committee. In performing duties pursuant to this Agreement, the Executive shall devote his full business time, energy, skill and reasonable best efforts to promote the Bank and its business and affairs; provided that, subject to Sections 10, 12 and 13 of this Agreement, the Executive shall have the right to manage and pursue personal and family interests, and make passive investments in securities, real estate, and other assets, and also to participate in charitable and community activities and organizations, so long as such activities do not adversely affect the performance by Executive of his duties and obligations to the Bank and/or Professional Holding Corp, ("Parent") and/or their subsidiaries (collectively, the "Bank Group"). View More

Positions and Duties. (a) During the Employment Term, the Executive's position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any Affiliate immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive's full time, skill and attenti...on, and the Executive's reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its Affiliates, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board, serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive's duties and responsibilities as an employee of the Company or an Affiliate in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Board, constitute an actual or potential conflict of interest with the business of the Company or an Affiliate. It is understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive's employment by the Company or its Affiliates prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive's duties and responsibilities to the Company and its Affiliates. (c) In connection with the Executive's employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company and is less than 50 miles from such location, subject, however, to required travel for the business of the Company and its Affiliates to the extent substantially consistent with the Executive's business travel obligations during the three-year period immediately preceding the Effective Date. -2- (d) All services that the Executive may render to the Company or any of its Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein. View More

Positions and Duties. 1.1 POSITION AND TITLE. The Company hereby hires Employee to serve as the Chief Credit Officer of the Company. (a) LIMITS ON AUTHORITY. Employee shall, to the best of his abilities, perform his duties in such capacity pursuant to this Agreement in compliance with applicable law, consistent with such direction as the Company provides to Employee from time to time, and in accordance with Company's policies and procedures as published from time to time. (b) REPORTING AND AUTHORITY. Employee shall r...eport to the Company as directed by the Company. Subject to the directions of the Company, Employee shall have full authority and responsibility for supervising and managing to the best of his ability, the daily affairs in his scope of work or as assigned including but not limited to: (i) presenting to the Company all business opportunities that come to his attention that are reasonably in the scope of business of the Company; (ii) working with the Company to develop and approve business objectives, policies and plans that improve the Company's profitability; (iii) communicating business objectives and plans to subordinates, (iv) ensuring that plans and policies are promulgated to and implemented by subordinate managers, (v) ensuring that each business plan provides those functions required for achieving its business objectives and that each plan is properly organized, staffed and directed to fulfill its responsibilities, (vi) assisting the Company in directing periodic reviews of the Company's strategic position and combining this information with corollary analysis of the Company's production and financial resources, (vii) providing periodic financial information concerning the operations of the projects and growth plans to the Company, and (viii) ensuring that the operation of the projects comply with applicable laws. CFB Employment Agreement 1 1.2 ACCEPTANCE. Employee hereby accepts employment by the Company in the capacity set forth in Section 1.1, above, and agrees to perform the duties of such position from and after the Effective Date of this Agreement in a diligent, efficient, trustworthy, and businesslike manner. Employee agrees that, to the best of the Employee's ability and experience, Employee at all times shall loyally and conscientiously discharge all of the duties and responsibilities imposed upon Employee pursuant to this Agreement. 1.3 BUSINESS TIME. Employee shall devote his exclusive business time to the performance of his duties to the Company under Section 1.1 and elsewhere in this Agreement. Employee shall not undertake any activities that conflict with or significantly detract from his primary duties to the Company. 1.4 LOCATION. Employee shall perform his duties under this Agreement primarily in Leawood, Kansas and potentially other regions of the United States where the Company, or its Affiliated Companies, are active in conducting banking and other related service activities. Employee acknowledges and agrees that from time to time he shall be required to travel (at the cost and expense of the Company) to such other locations in order to discharge his duties under this Agreement. 1.5 TERM. The term of this Agreement commenced as of the Effective Date and shall be for a term of three (3) years, which term shall thereafter automatically renew for successive one (1) year terms unless: i) Company or Employee serve a Notice of Termination upon the other party of intent to not renew the term of this Agreement within thirty (30) days prior to the ensuing termination date, or ii) earlier terminated in accordance with Section 3, below. 1.6 INVESTMENT IN THE CROSSFIRST HOLDINGS, LLC. The Board of Directors of the Company believes that it will be essential for Employee to participate in the Company's future growth as an equity stakeholder as well as an employee. As a condition to Employees employment with the Company, Employee will be expected to acquire within three (3) months of the Effective Date of his employment $200,000.00 worth of Membership Units of the Company's Holding Company, Crossfirst Holdings, LLC, ("Required Units"), under the terms of the Membership Unit Purchase Agreement between the Employee and Company. As a condition of Employee's continued employment with the Company, Employee shall not sell or transfer any Required Units without the prior consent of the Committee. View More

Positions and Duties. (a) During the Employment Period (as defined below), Executive shall serve as the Chief Financial Officer of the Company. Executive will report to, and be subject to the overall direction and authority of the Chief Executive Officer (the "CEO") of the Company. 1 Executive shall have the normal duties, responsibilities, functions and authority of a senior executive officer of the Company and such other matters related to the day-to-day management of the Company as may be delegated to Executive by... the CEO. (b) Executive will devote Executive's best efforts and full business time and attention to the business and affairs of the Company. Executive will perform Executive's duties and responsibilities to the Company to the best of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner. (c) Executive shall perform Executive's duties hereunder at the Company's offices in Alpharetta, Georgia or such other location as may be mutually agreed between the Company and Executive (the "Executive's Place of Business"). Executive acknowledges that regular domestic and international travel will be required in order for Executive to perform Executive's duties and responsibilities to the Company and to interact with the other members of the Company's executive team. (d) For purposes of this Agreement, "Subsidiaries" (in either plural or singular form) shall mean any corporation or other entity (including the Company) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent, directly or indirectly through one or more Subsidiaries. View More

Positions and Duties. (a) Effective as of the date set forth above, the Executive will be employed by the Company, on a full-time basis, as its Chief Financial Officer. (b) The Executive's duties, authorities, and responsibilities shall be those typical of a Chief Financial Officer of a company with the size and scope of the Company. The Executive agrees that, while employed by the Company, he will devote his reasonable best efforts, business judgment, skill and knowledge to the advancement of the business interests ...of the Company and its Affiliates and to the discharge of his duties and responsibilities for them. Notwithstanding the foregoing, the Executive may (i) serve on the managing boards of for-profit or not-for-profit entities with the prior approval of the Board of Directors of the Company (including any committees thereof (subject to Nasdaq requirements), the "Board"), (ii) participate in charitable, community, trade, or industry groups and activities and, (iii) engage in personal investment activities, in each case to the extent such activities, individually or in the aggregate, do not materially interfere with the performance of the Executive's duties under this Agreement, create a conflict of interest, or violate any provision of Section 3 of this Agreement. (c) The Executive agrees that, while employed by the Company, he will comply in all material respects with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time. View More

Positions and Duties. a) Title. The Company hereby agrees to continue to employ the Executive to serve as the President and Chief Executive Officer of the Company, subject to the power of the Board of Directors of the Company (the "Board") to expand, limit or otherwise alter such duties, responsibilities, title, position and authority. b) Reporting Relationships and Duties. The Executive shall: (i) report to the Board; and (ii) be responsible for managing the business of the Company and shall have all duties, authori...ties, and responsibilities commensurate with those of persons in similar capacities in similarly sized companies, and such other duties, authorities, and responsibilities as may reasonably be assigned to the Executive by the Board. Additionally, if nominated to serve as a director of the Company, or of any Company affiliate, Executive shall accept such nomination and, if elected, shall serve as a director for no additional compensation beyond what is provided under this Agreement. c) Full-Time Commitment/Policies. Throughout the Executive's employment, the Executive shall devote substantially all of his professional time to the performance of his duties of employment with the Company (except as otherwise provided herein) and shall faithfully and industriously perform such duties. The Executive will be required to comply with all Company policies as may exist and be in effect from time to time. d) Executive Representations. The Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade secrets, proprietary information, or intellectual property in which any other person has any right, title or interest and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person. View More

Positions and Duties. As of the Effective Date, Executive shall serve as the Executive Vice President and Chief Financial Officer of the Employer. In such positions, Executive shall report directly to the CEO of the Employer except, where appropriate and/or required by the rules of the New York Stock Exchange, Employer's charter documents and/or other applicable rule or regulation, to the Board of Directors of Employer and/or Employer's Audit Committee. Executive shall have the customary authority, responsibilities a...nd duties of such position(s), subject to the direction and definition of such authority, responsibilities, and duties from time to time by Employer. During the Employment Term, Executive will devote all of his business time and efforts to the performance of his duties hereunder. Executive shall be subject to all of the employment and personnel policies and procedures in effect from time to time and applicable to executive employees of Employer. Executive's regular place of employment during the Employment Term shall be at Employer's executive offices in Lexington, Fayette County, Kentucky, and Executive shall engage in such travel as may be reasonably required in connection with the performance of his duties hereunder. View More

Positions and Duties. (a) Unilife will employ Ryan as Senior Vice President, General Counsel and Secretary and Ryan agrees to serve in such capacity for Unilife with responsibility for Unilife's legal affairs and such other duties as are assigned to him by the Chief Executive Officer ("CEO") of Unilife, and shall have vested in him the authority and duties typically held by an employee in such position. Ryan shall report to the Chief Executive Officer with respect to the performance of these duties and shall be a mem...ber of the Executive Team. In the performance of these duties, Ryan shall devote his knowledge, skill, attention, energies and all of his business time, and shall comply with all of Unilife's policies, rules, and procedures, as they may be amended from time to time. Ryan shall not engage in any endeavor that would conflict with the rendition of his services to Unilife, either directly or indirectly, without the prior written consent of Unilife's CEO; provided, however, Ryan may participate in civic, charitable, educational, industry and professional organizations, to the extent that such participation does not unreasonably interfere with the performance of his duties hereunder; and Ryan may also serve on corporate boards and committees, but only with the prior written consent of Unilife's CEO. 3 (b) Notwithstanding the responsibilities and duties contained in Section 2(a) above, Ryan acknowledges that all material decisions relating to the management of Unilife's business will be made by the CEO or the Board of Directors of Unilife. In addition, any decisions which have the capacity to affect significantly the financial standing of Unilife must be referred to the CEO or Board of Directors of Unilife who will have ultimate control in respect of these matters. View More