Position and Responsibilities Contract Clauses (315)
Grouped Into 33 Collections of Similar Clauses From Business Contracts
This page contains Position and Responsibilities clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Position and Responsibilities. (a) During the period of Executive's employment under this Agreement, Executive agrees to serve as President and Chief Executive Officer of the Bank and the Company. Executive shall perform all duties and shall have all powers which are commonly incident to the offices of the President and Chief Executive Officer, which consistent with the office, are delegated to him by the Board of Directors of the Bank or the Company (collectively referred to herein unless otherwise stated as the "Board of Di...rectors"). (b) During the period of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and reasonable leaves of absence, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company and its affiliates, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors, as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Company or its affiliates, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) The Bank will furnish Executive with the working facilities and staff customary for executive officers with the title and duties set forth in this Agreement and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Bank.View More
Position and Responsibilities. (a) Positions. During the period of Executive's employment under this Agreement, Executive agrees to continue to serve as President and Chief Executive Officer of the Bank Company and as President and Chief Executive Officer of the Bank. (b) Responsibilities. As President and Chief Executive Officer of both the Company and the Company. Bank, Executive shall have general responsibility for the management and control of the business and affairs of both the Company and the Bank, and shall perform a...ll duties and shall have all powers which that are commonly incident to such offices or which, consistent with such offices, may be delegated to Executive by the offices Company's Board or the Bank's Board or are set forth in the bylaws of the President and Chief Executive Officer, which consistent with Company or the office, are delegated Bank, including but not limited to him by the Board of Directors day to day operations of the Bank or Company and the Company (collectively referred Bank. In addition, Executive shall use his best efforts toward development of the Bank, in facets including but not limited to herein unless otherwise stated as the "Board development of Directors"). (b) new product lines, regulatory interface, raising capital and conducting acquisitions. During the period of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and or other reasonable leaves of absence, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company Company, the Bank and its affiliates, their subsidiaries, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors, Company's Board, as evidenced by a resolution of the Board of Directors, from time to time, thereof, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, any such other companies or organizations, which, organizations that, in the judgment of the Board of Directors, Company's Board, will not present any conflict of interest with the Company Company, the Bank or its affiliates, their subsidiaries, or materially affect the negatively impact or interfere with Executive's performance of Executive's his duties pursuant to this Agreement. (c) Working Facilities. The Company and/or the Bank will furnish Executive with the working facilities and staff customary for executive officers with the title and duties set forth in this Agreement and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices main office of the Bank. Bank or such other office as may be agreed upon from time to time by the parties. View More
Position and Responsibilities. (a) During the period of Executive's employment under this Agreement, Term (as defined below), Executive agrees to serve as Executive Vice President and Chief Executive Lending Officer of the Bank Company and of the Company. Bank. Executive shall have responsibility for the general management and control of the business and affairs of the Company and its affiliates and shall perform all duties and shall have all powers which are commonly incident to the offices of the Executive Vice President an...d Chief Executive Officer, which Lending Officer or which, consistent with the office, those offices, are delegated to him by the President and Chief Executive Officer or the Board of Directors of the Bank or the Company (collectively referred to herein unless otherwise stated as the (the "Board of Directors"). Directors"), and Executive shall report directly to the President and Chief Executive Officer. (b) During the period of Executive's employment under this Agreement, Term, except for periods of absence occasioned by illness, vacation, vacation and reasonable leaves of absence, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company and its affiliates, as well as participation in community, professional and civic organizations; provided, however, that, with organizations, which may promote the approval business affairs of the Board of Directors, as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Company or its affiliates, or materially affect the performance of Executive's duties pursuant to this Agreement. Company. (c) The Bank Company will furnish Executive with the working facilities and staff customary for executive officers with the title titles and duties set forth in this Agreement and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of Executive Offices, or such other location as is mutually agreed to between the Bank. Company and Executive. View More
Position and Responsibilities. (a) During the period of Executive's employment under this Agreement, Executive agrees to serve as Executive Vice President and Chief Executive Operating Officer of the Bank Company and Bank. Executive shall have responsibility for the Company. Executive general management and control of the business and affairs of the Company and its subsidiaries, including the Bank, and shall perform all duties and shall have all powers which are commonly incident to the offices of the Executive Vice President... and Chief Executive Officer, which Operating Officer or which, consistent with the office, those offices, are delegated to him by the Board of Directors of the Bank or the Company (collectively referred to herein unless otherwise stated as the "Board of Directors"). and Bank. (b) During the period of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and reasonable leaves of absence, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company and its affiliates, subsidiaries, including the Bank, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors, as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any organizations listed by Executive on his annual conflict of interest with the Company or its affiliates, or materially affect the performance of Executive's duties pursuant to this Agreement. reporting. (c) The Bank or the Company (as they shall determine), will furnish Executive with the working facilities and staff customary for executive officers with the title titles and duties set forth in this Agreement and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Bank. 2. Term. (a) Unless otherwise extended pursuant to Section 2(b) of this Agreement, the term of this Agreement shall expire on October 1, 2018. (b) The Compensation Committees of the Boards of Directors of the Company and Bank will review the Agreement and Executive's performance annually for purposes of determining whether to extend the Agreement for an additional year. The Chairman of the Boards of Directors will give notice to the Executive as soon as possible if the Boards have decided not to extend the Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, either Executive, the Company or the Bank may terminate Executive's employment at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. View More
Position and Responsibilities. The Board of Directors hereby appoints the Director to serve as a Board Member until the 2023 annual shareholders meeting or the Director's earlier resignation, removal or death. The Director shall perform such duties and responsibilities as are customarily related to such position in accordance with Company's bylaws and applicable law, including, but not limited to, those services described on Exhibit A attached hereto (the "Services"). Director hereby agrees to use his/her best efforts to prov...ide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action. (c)No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Board of Directors.View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a member of the Board Member until as well as the 2023 annual shareholders meeting or Chairman of the Director's earlier resignation, removal or death. The Nominating and Corporate Governance Committee of the Board. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws bylaws, as amended, and applicable law, inclu...ding, but not limited to, those services described on Exhibit A attached hereto law (the "Services"). "Services"), and Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards boards of Directors directors or Advisory Boards, advisory boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% 10% interest in an entity, by itself, shall not constitute a violation of this duty. Except as disclosed in writing by Director to Company, Director represents that that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict conflict, without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of Directors of such obligation, prior to making such disclosure or taking such action. (c)No 1 (c) No Conflict. Director will is not engage currently engaging in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding In the provisions of Section 2(b) hereof, event Director shall not engage engages in any activity that is in direct competition creates an actual conflict of interest with Company without the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with prior written consent of the Company, as reasonably determined by Board, a majority of Company's the disinterested board members, without the approval members of the Board may vote to terminate this Agreement, remove Director from the Board and immediately cease any compensation under Section 3(a) and 3(b) below to Director; provided, however, Director shall continue to be entitled to expense reimbursement for any expenses incurred prior to the termination of Directors. this Agreement and in accordance with Section 3(c) below. View More
Position and Responsibilities. The Board of Directors hereby appoints the Director to serve as a Board Member until the 2023 annual shareholders meeting or the Director's earlier resignation, removal or death. Member. The Director shall perform such duties and responsibilities as are customarily related to such position in accordance with Company's bylaws bylaws, Code of Ethics, and applicable law, including, but not limited to, those services described assisting the Company in the following: (a) obtaining DTC eligibility for... the Company's common stock; (b) assisting in the Company's Regulation A filing; (c) advise the Company on Exhibit A attached hereto its public company and business needs (the "Services"). Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other The Parties acknowledge that the Director's position shall not constitute legal advice or acting in the role of legal counsel during the term. (b) Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action. (c)No (c) No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with the Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) 2 hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined Company. It is acknowledged by all parties that Director is Chairman and CEO of Legion Capital Corporation, which is a majority specialized lender and Director shall be free to continue all of Company's disinterested board members, without the approval this present duties with said company. 1 3. Compensation/Expenses. In consideration of the Board services to be rendered under this Agreement, Company shall pay Director a monthly fee of Directors. $5,000 per month, payable in advance upon the first of each month. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Company's expense reimbursement guidelines. The Director shall be responsible for advising the Company of the amount of anticipated expenses, which will require the Board's approval. View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a member of the Board Member until as well as any committees of the 2023 annual shareholders meeting or Board, as elected by the Director's earlier resignation, removal or death. The Board from time to time. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws bylaws, as amended, and applicable law, including, bu...t not limited to, those services described on Exhibit A attached hereto law (the "Services"). "Services"), and Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards boards of Directors directors or Advisory Boards, advisory boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% 10% interest in an entity, by itself, shall not constitute a violation of this duty. Except as disclosed in writing by Director to Company, Director represents that that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict conflict, without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of Directors of such obligation, prior to making such disclosure or taking such action. (c)No (c) No Conflict. Director will is not engage currently engaging in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding In the provisions of Section 2(b) hereof, event Director shall not engage engages in any activity that is in direct competition creates an actual conflict of interest with Company without the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with prior written consent of the Company, as reasonably determined by Board, a majority of Company's the disinterested board members, without the approval members of the Board may vote to terminate this Agreement, remove Director from the Board and immediately cease any compensation under Section 3(a) and 3(b) below to Director; provided, however, Director shall continue to be entitled to expense reimbursement for any expenses incurred prior to the termination of Directors. this Agreement and in accordance with Section 3(c) below. View More
Position and Responsibilities. As of the Effective Date, Executive shall be employed by the Company to render services to the Company in the position of Senior Vice President, Business Development and Investor Relations. Executive shall report directly to the Company's Chief Executive Officer. Executive shall perform such duties and responsibilities as are normally related to such position, in accordance with industry standards, and any additional duties now or hereafter assigned to Executive by the Chief Executive Officer an...d/or Board of Directors of the Company. Executive shall abide by the Company's rules, regulations and practices, as adopted or modified from time to time in the Company's sole discretion. (b) Other Activities. Except with the prior written consent of the Company, Executive shall not, during the term of this Agreement (i) accept any other employment or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary gain) that might interfere with Executive's duties and responsibilities hereunder or create a conflict of interest with the Company. Executive may serve as a member of the board of directors of any company that does not compete directly with the Company. Notwithstanding the foregoing, Executive may also devote reasonable time and attention to civic, charitable or social organizations so long as such activities do not interfere with the performance of his duties to the Company. (c) No Conflict. Executive represents and warrants that Executive's execution of this Agreement, Executive's employment with the Company and the performance of Executive's proposed duties under this Agreement shall not violate any obligations Executive may have to any prior employer, or any other person or entity, including, without limitation, any obligations with respect to proprietary or confidential information of any prior employer, or any other person or entity.View More
Position and Responsibilities. As of the Effective Date, Executive shall be is employed by the Company to render services to the Company in the position of Senior Vice President, Business Development and Investor Relations. Executive shall report directly to the Company's Chief Executive Science Officer. Executive shall perform such duties and responsibilities as are normally related to such position, position in accordance with the standards of the industry standards, and any additional duties now or hereafter assigned to Ex...ecutive by the Chief Executive Officer and/or Board of Directors of the Company. Executive shall abide by the Company's rules, regulations regulations, and practices, practices as adopted or modified from time to time in the Company's sole discretion. (b) Other Activities. Except with the prior written consent of the Company, Executive shall not, during the term of this Agreement (i) accept any other employment or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary gain) that might interfere with Executive's duties and responsibilities hereunder or create a conflict of interest with the Company. Executive may serve as a member of the board of directors of any company that does not compete directly with the Company. Notwithstanding the foregoing, Executive may also devote reasonable time and attention to civic, charitable or social organizations so long as such activities do not interfere with the performance of his duties to the Company. (c) No Conflict. Executive represents and warrants that Executive's execution of this Agreement, Executive's employment with the Company Company, and the performance of Executive's proposed duties under this Agreement shall not violate any obligations Executive may have to any prior other employer, or any other person or entity, including, without limitation, including any obligations with respect to proprietary or confidential information of any prior employer, or any other person or entity. (c) Term. The term of employment of Executive by the Company pursuant to this Agreement shall be for the period commencing on the Commencement Date and ending on the one-year anniversary of the Commencement Date, or such earlier date that Executive's employment is terminated in accordance with the provisions of this Agreement (the "Term"). (d) Devotion to Duties. During the Term, Executive (i) shall devote all of his business time and efforts to the performance of his duties on the Company's behalf, and (ii) shall not at any time or place or to any extent whatsoever, either directly or indirectly, without prior disclosure to the Company's Chief Executive Officer, engage in any outside employment, or in any activity competitive with or adverse to the Company's business, practice or affairs, whether alone or as partner, manager, officer, director, employee, shareholder of any corporation or as a trustee, fiduciary, consultant or other representative. View More
Position and Responsibilities. As of the Effective Date, Executive shall be is employed by the Company to render services to the Company in the position of Senior Vice President, Business Development Chief Operating Officer and Investor Relations. Executive shall report directly to HoldCo in the Company's position of Chief Executive Operating Officer. Executive shall perform such duties and responsibilities as are normally related to such position, positions in accordance with the standards of the industry standards, and any ...additional duties now or hereafter assigned to Executive by the Chief Executive Officer and/or Board of Directors of the Company. Company or HoldCo, as applicable. Executive shall abide by the Company's rules, regulations regulations, policies, procedures and practices, practices as adopted or modified from time to time in the Company's or HoldCo's, as applicable, sole discretion. (b) Other Activities. Except with upon the prior written consent of the Company, Company and HoldCo, Executive shall will not, during the term of this Agreement Agreement, (i) accept any other employment employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary gain) advantage) that might interfere with Executive's duties and responsibilities hereunder or create a conflict of interest with the Company. Executive may serve as a member of the board of directors of any company that does not compete directly with the Company. Notwithstanding the foregoing, Executive may also devote reasonable time and attention to civic, charitable Company or social organizations so long as such activities do not interfere with the performance of his duties to the Company. HoldCo. (c) No Conflict. Executive represents and warrants that Executive's execution of this Agreement, Executive's employment with the Company and HoldCo, and the performance of Executive's proposed duties under this Agreement shall not violate any obligations Executive may have to any prior other employer, or any other person or entity, including, without limitation, including any obligations with respect to proprietary or confidential information of any prior employer, or any other person or entity. View More
Position and Responsibilities. As Position. During the Term of the Effective Date, this Agreement, Executive shall be employed by the Company to render services to the Company in the position of Senior Vice President, Business Development and Investor Relations. Executive shall report directly to the Company's Chief Executive Officer. Chairman, Board of Directors (the "Board"). In this capacity, Executive shall perform such duties and carry out such responsibilities as are normally related the Board may lawfully and reasonabl...y request, including, but not limited to, assisting in (a) the development of corporate strategy for the Company's near and long-term growth, (b) finance activities required to such position, capitalize the Company, (c) opportunities for value-creating strategic partnerships and (d) expansion and implementation of relationships with government officials, and other stakeholders of critical importance to the Company, in accordance each case working closely with industry standards, and any additional duties now or hereafter assigned to Executive by the Company's Chief Executive Officer and/or Board of Directors of the Company. and its direct reports. Executive shall abide by the Company's lawful rules, regulations and practices, policies of the Company as adopted or modified from time to time in by the Company. Executive shall report to the Board. 1.2. Devotion of Time to the Company's sole discretion. (b) Other Activities. Except with Business. During the prior written consent Term, Executive shall devote substantially all his full business time, attention and skill to perform any assigned duties, services and responsibilities while employed by the Company, for the furtherance of the Company, Company's business, in a diligent, loyal and conscientious manner. Notwithstanding the foregoing, the Company acknowledges and agrees that Executive shall not, during the term of this Agreement (i) accept any other employment or (ii) engage, directly or indirectly, in any other business activity (whether or may (a) manage Executive's personal investments and affairs, and (b) perform charitable, non-profit and eleemosynary activities as long as such activities do not pursued for pecuniary gain) that might interfere with Executive's duties and responsibilities hereunder or create a conflict of interest with the Company. Executive may serve as a member of the board of directors of any company that does not compete directly with the Company. Notwithstanding the foregoing, Executive may also devote reasonable time and attention to civic, charitable or social organizations so long as such activities do not interfere with the performance of his duties to the Company. (c) 1.3. No Conflict. Executive represents and warrants that Executive's execution of this Agreement, Executive's employment with the Company Company, and the performance of Executive's proposed duties under this Agreement shall not violate any obligations Executive may have to any prior other employer, or any other person or entity, including, without limitation, including any obligations with respect to proprietary or confidential information of any prior employer, other person or entity. Executive will not use or bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person or entity to whom Executive has an obligation of confidentiality unless consented to in writing by that former employer or person or entity. 1.4. Location of Employment. Executive's principal place of business shall be in Miami Beach, Florida. In addition, Executive acknowledges and agrees that the performance by Executive of Executive's duties shall require travel including, without limitation, travel to the Company's headquarters in Sioux Falls, South Dakota. View More
Position and Responsibilities. During the term of this Agreement, Executive agrees to serve as President and Chief Executive Officer of the Bank (the "Executive Position"), and will perform the duties and will have all powers associated with such position as set forth in any job description provided to Executive by the Bank, and as may be set forth in the bylaws of the Bank. During the period provided in this Agreement, Executive also agrees to serve, if elected, as an officer of any subsidiary or affiliate of the Bank and in... such capacity carry out such duties and responsibilities reasonably appropriate to that office.View More
Position and Responsibilities. During the term of this Agreement, Executive agrees to serve as Vice President and Chief Executive Officer of Retail/Merchant Operations of the Bank (the "Executive Position"), and will perform the duties and will have all powers associated with such position those positions as set forth in any job description provided to Executive by the Bank, and as may be set forth in the bylaws of the Bank. During the period provided in term of this Agreement, Executive also agrees to serve, if elected, as a...n officer of any subsidiary or affiliate of the Bank and in such that capacity will carry out such the duties and responsibilities reasonably appropriate to that office. View More
Position and Responsibilities. ​ During the term of this Agreement, Agreement Executive agrees to serve as Executive Vice President and Chief Executive Officer of the Bank (the "Executive Position"), Bank, and will perform the duties and will have all powers associated with such position as set forth in any job description provided to Executive by the Bank, and as may be set forth in the bylaws of the Bank. During the period provided in this Agreement, Executive also agrees to serve, if elected, as an officer and director of ...any subsidiary or affiliate of the Bank and in such capacity carry out such duties and responsibilities reasonably appropriate to that office. Bank. View More
Position and Responsibilities. During the term of this Agreement, Executive agrees to serve initially as the Co-President and Chief Executive Officer of the Company, and agrees to serve subsequently as the President and Chief Executive Officer of the Bank Company (the "Executive Position"), Position") and will perform the duties and will have all powers associated with such position as set forth in any job description provided to Executive by the Bank, Company, and as may be set forth in the bylaws of the Bank. Company. Durin...g the period provided in this Agreement, Executive also agrees to serve, if elected, as an officer of any subsidiary or affiliate of the Bank Company and in such capacity carry out such duties and responsibilities reasonably appropriate to that office. View More
Position and Responsibilities. (a) Employment. During the Term (as defined in Section 2(a)) of this Agreement, the Executive agrees to serve as President and Chief Executive Officer of the Bank and the Company or any successor executive position with the Bank and the Company that is consented to, in writing, by the Executive (the "Executive Position"), and will perform the duties of and have all powers associated with the Executive Position as are appropriate for a person in the position of the Executive Position, as well as ...those as shall be assigned by the Board of Directors of the Bank (the "Board of Directors"). As President and Chief Executive Officer, the Executive will report directly to the Board of Directors. During the period provided for in this Agreement, the Executive also agrees to serve, if elected, as an officer, director or trustee of any subsidiary or affiliate of the Bank and in such capacity to carry out the duties and responsibilities reasonably appropriate to any such position. (b) Responsibilities. During the Executive's employment hereunder, the Executive will be employed on a full-time basis and devote the Executive's full business time and best efforts, business judgment, skill and knowledge to the performance of the Executive's duties and responsibilities related to the Executive Position. Except as otherwise provided in Section 1(c), or as may be approved by the Board of Directors, the Executive will not engage in any other business activity during the term of this Agreement. (c) Service on Other Boards and Committees. The Bank encourages participation by the Executive on community boards and committees and in activities generally considered to be in the public interest, but the Board of Directors shall have the right to approve or disapprove, in its sole discretion, the Executive's participation on those boards and committees.View More
Position and Responsibilities. (a) Employment. During the Term (as defined in Section 2(a)) term of this Agreement, the Executive agrees to serve as President and Chief Executive Officer of the Bank and the Company or any successor executive position with the Bank and the Company that is agreed to and consented to, in writing, by the Executive (the "Executive Position"), and will perform the duties of and will have all powers associated with the Executive Position as are appropriate for a person in the position of the Executi...ve Position, as well as those as shall be assigned by the Board of Directors of the Bank (the "Board of Directors"). "Board"). As President and Chief Executive Officer, the Executive will report directly to the Board of Directors. Board. During the period provided for in this Agreement, the Executive also agrees to serve, if elected, as an officer, director or trustee of any subsidiary or affiliate of the Bank and in such capacity to carry out the such duties and responsibilities reasonably appropriate to any such position. that office. (b) Responsibilities. During the Executive's employment hereunder, the Executive will be employed on a full-time basis and devote the Executive's full business time and best efforts, business judgment, skill and knowledge to the performance of the Executive's duties and responsibilities related to the Executive Position. Except as otherwise provided in Section 1(c), or as may be approved by the Board of Directors, the Executive will not engage in any other business activity during the term of this Agreement. Agreement except as may be approved by the Board. (c) Service on Other Boards and Committees. The Bank encourages participation by the Executive on community boards and committees and in activities generally considered to be in the public interest, but the Board of Directors shall have the right to approve or disapprove, in its sole discretion, the Executive's participation on those such boards and committees. View More
Position and Responsibilities. (a) Employment. During the Term (as defined in Section 2(a)) 2(a) below) of this Agreement, the Executive agrees to serve as President and Chief Executive Officer of the Bank and the Company or any successor executive position with the Bank and the Company that is consented to, in writing, by the Executive (the "Executive Position"), and will perform the duties of and have all powers associated with the Executive Position as are appropriate for a person in the position of the Executive Position,... as well as those as shall be assigned by the Board of Directors of the Bank (the "Board of Directors"). "Board"). As President and Chief Executive Officer, the Executive will report directly to the Board of Directors. Board. During the period provided for in this Agreement, the Executive also agrees to serve, if elected, as an officer, director or trustee of any subsidiary or affiliate of the Bank and in such capacity to carry out the such duties and responsibilities reasonably appropriate to any such position. that office. (b) Responsibilities. During the Executive's employment hereunder, the Executive will be employed on a full-time basis and devote the Executive's full business time and best efforts, business judgment, skill and knowledge to the performance of the Executive's duties and responsibilities related to the Executive Position. Except as otherwise provided in Section 1(c), 1(c) or as may be approved by the Board of Directors, the Board, Executive will not engage in any other business activity during the term of this Agreement. (c) Service on Other Boards and Committees. The Bank encourages participation by the Executive on community boards and committees and in activities generally considered to be in the public interest, but the Board of Directors shall have the right to approve or disapprove, in its sole discretion, the Executive's participation on those such boards and committees. View More
Position and Responsibilities. (a) Employment. During the Term (as defined in Section 2(a)) 2(a) below) of this Agreement, the Executive agrees to serve as President and Chief Executive Officer of the Bank and the Company or any successor executive position with the Bank and the Company that is consented to, in writing, by the Executive (the "Executive Position"), and will perform the duties of and have all powers associated with the Executive Position as are appropriate for a person in the position of the Executive Position,... as well as those as shall be assigned by the Board of Directors of the Bank (the "Board of Directors"). "Board"). As President and Chief Executive Officer, the Executive will report directly to the Board of Directors. Board. During the period provided for in this Agreement, the Executive also agrees to serve, if elected, as an officer, director or trustee of any subsidiary or affiliate of the Bank and in such capacity to carry out the such duties and responsibilities reasonably appropriate to any such position. that office. (b) Responsibilities. During the Executive's employment hereunder, the Executive will be employed on a full-time basis and devote the Executive's full business time and best efforts, business judgment, skill and knowledge to the performance of the Executive's duties and responsibilities related to the Executive Position. Except as otherwise provided in Section 1(c), 1(c) or as may be approved by the Board of Directors, the Board, Executive will not engage in any other business activity during the term of this Agreement. (c) Service on Other Boards and Committees. The Bank encourages participation by the Executive on community boards and committees and in activities generally considered to be in the public interest, but the Board of Directors shall have the right to approve or disapprove, in its sole discretion, the Executive's participation on those such boards and committees. View More
Position and Responsibilities. During the term of this Agreement Executive agrees to serve as President and Chief Executive Officer of the Bank, and will perform all duties and will have all powers that are generally incident to the office of the President and Chief Executive Officer. Without limiting the generality of the foregoing, Executive will be responsible for the overall management of the Bank, and will be responsible for establishing the business objectives, policies and strategic plans of the Bank in conjunction wit...h the Board of Directors of the Bank (the "Board"). Executive also will be responsible for providing leadership and direction to all departments or divisions of the Bank, and will be the primary contact between the Board and other officers and employees of the Bank. As President and Chief Executive Officer, Executive will report directly to the Board. Executive also agrees to serve, if elected, as an officer and director of any affiliate of the Bank.View More
Position and Responsibilities. During the term of this Agreement Agreement, the Executive agrees to shall serve as a member of the board of directors of the Bank (the "Board of Directors") and President and Chief Executive Officer of the Bank. As President and Chief Executive Officer of the Bank, and will perform all duties and will have all powers that are generally incident to the office of the President and Chief Executive Officer. Without limiting the generality of the foregoing, Executive will shall be responsible for th...e overall management of the Bank, and will shall be responsible for establishing the business objectives, policies and strategic plans plan of the Bank Bank, in conjunction with the Board of Directors of the Bank (the "Board"). Directors. The Executive also will shall be responsible for providing leadership and direction to all departments or divisions of the Bank, and will shall be the primary contact between the Board of Directors and other officers and employees the staff of the Bank. As President and Chief Executive Officer, the Executive will shall report directly to the Board. Board of Directors. The Executive also shall be nominated as a member of the Board of Directors, subject to election by shareholders of the Bank, as the case may be. The Executive also agrees to serve, if elected, elected or appointed, as an officer and and/or director of any affiliate of the Bank. View More
Position and Responsibilities. During the term of this Agreement Agreement, Executive agrees shall continue to serve as a member of the boards of directors of the Company and the Bank (together, the "Board") and as President and Chief Executive Officer of the Company and the Bank, and will perform all duties and will have all powers that are generally incident to the office position of the President and Chief Executive Officer. Without limiting the generality of the foregoing, Executive will be responsible for the overall man...agement of the Company and the Bank, and will be responsible for establishing the business objectives, policies and strategic plans of the Company and the Bank in conjunction with the Board of Directors of the Bank (the "Board"). Board. Executive also will be responsible for providing leadership and direction to all departments or divisions of the Company and the Bank, and will be the primary contact between the Board and other officers and employees of the Company and the Bank. As President and Chief Executive Officer, Executive will report directly to the Board. Executive also agrees to serve, if elected, as an officer and director of any affiliate of the Bank.View More
Position and Responsibilities. During the term of this Agreement Executive agrees to shall serve as a member of the board of directors of the Bank (the "Board") and President and Chief Executive Officer of the Bank, and will perform all duties and will have all powers that are generally incident to the office of the President and Chief Bank. Executive Officer. Without limiting the generality of the foregoing, Executive will shall be responsible for the overall management of the Bank, and will shall be responsible for establis...hing the business objectives, policies and strategic plans plan of the Bank Bank, in conjunction with the Board of Directors of the Bank (the "Board"). Board. Executive also will shall be responsible for providing leadership and direction to all departments or divisions of the Bank, and will shall be the primary contact between the Board and other officers and employees of the Bank. staff. As President and Chief Executive Officer, Executive will shall directly report directly to the Board. Executive also shall be nominated as a member of the Board, subject to election by members or shareholders of the Bank, as the case may be. Executive also agrees to serve, if elected, as an officer and director of any affiliate of the Bank. View More
Position and Responsibilities. The Bank shall employ Executive, and Executive agrees to serve, until December 31, 2014 as President and Chief Operating Officer of the Bank, and for the remainder of his employment hereunder, as President and Chief Executive Officer of the Bank. Executive shall render administrative and management services to the Bank such as are customarily performed by persons situated in similar executive capacities to such positions. During said period, Executive also agrees to serve, if elected, as an offi...cer and director of the Holding Company, or any direct or indirect subsidiary of the Holding Company.View More
Position and Responsibilities. The Bank Holding Company shall employ Executive, and Executive agrees to serve, until December 31, 2014 as President and Chief Operating Officer of the Bank, and Holding Company, and, for the remainder of his employment hereunder, as President and Chief Executive Officer of the Bank. Holding Company. Executive shall render administrative and management services to the Bank Holding Company such as are customarily performed by persons situated in similar executive capacities to such positions. Dur...ing said period, Executive also agrees to serve, if elected, as director of the Holding Company and an officer and director of the Holding Company, or any direct or indirect subsidiary of the Holding Company. View More
Position and Responsibilities. As of the Effective Date, you will be employed by the Company as the Company's Executive Vice President and Chief Financial Officer ("CFO"). As CFO, you shall report directly to the Company's Chief Executive Officer (the "CEO"). Your office will be located at the Company's headquarters at 9171 Towne Centre Drive, Suite 440, San Diego, CA 92122. Nothing herein shall preclude you from (i) serving, with the prior written consent of the Company as a member of the board of directors or advisory board...s (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs. The Company hereby acknowledges your ownership of (or relationship with) the entities identified in Exhibit A and consents to such ownership or relationship for so long as such entities continue to be a non-competing business with the Company.View More
Position and Responsibilities. As of the Effective Date, you will be employed by the Company as the Company's Executive Vice President and President, Chief Financial Officer and Principal Accounting Officer ("CFO"). As CFO, you shall report directly to the Company's President and Chief Executive Officer (the "CEO"). Your office will be located at the Company's headquarters at 9171 Towne Centre Drive, Suite 440, 8845 Rehco Road, San Diego, CA 92122. 92121. Nothing herein shall preclude you from (i) serving, with the prior writ...ten consent of the Company as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs. The Company hereby acknowledges your ownership of (or relationship with) the entities identified in Exhibit A and consents to such ownership or relationship for so long as such entities continue to be a non-competing business with the Company. View More
Position and Responsibilities. You will be a full time exempt employee and will serve in the position of EVP, Sales & Operations for Change Healthcare. You will be based remotely from your home and will report to Neil de Crescenzo, or other person as may be designated by the Company from time to time. You will assume and discharge all responsibilities commensurate with such position and as your manager may direct. During your employment with the Company, you shall devote your full-time attention to your duties and responsibil...ities and shall perform them faithfully, diligently and completely. In addition, you shall comply with and be bound by the operating policies, procedures and practices of the Company including, without limitation, the Code of Conduct, in effect from time to time during your employment. You acknowledge that you may be required to travel in connection with the performance of your duties.View More
Position and Responsibilities. You will be a full time exempt employee and will serve in the position of EVP, Sales EVP & Operations President, Technology Enabled Services for Change Healthcare. You will be based remotely from your home and out of the Change Healthcare office located in Newton, MA. You will report to Neil de Crescenzo, or other person as may be designated by the Company from time to time. You will assume and discharge all responsibilities commensurate with such position and as your manager may direct. During ...your employment with the Company, you shall devote your full-time attention to your duties and responsibilities and shall perform them faithfully, diligently and completely. In addition, you shall comply with and be bound by the operating policies, procedures and practices of the Company including, without limitation, the Code of Conduct, in effect from time to time during your employment. You acknowledge that you may be required to travel in connection with the performance of your duties. View More
Position and Responsibilities. You will be a full time exempt employee and will serve in the position of EVP, Sales & Operations Sr. Vice President, Finance for Change Healthcare. WebMD. You will be based remotely from your home and will report to Neil de Crescenzo, the Chief Financial Officer of the Company or other person officer as may be designated by the Company from time to time. You will CFO, and assume and discharge all such responsibilities as are commensurate with such position and as your manager may direct. positi...on. During your employment with the Company, you shall devote your full-time attention to your duties and responsibilities and shall perform them faithfully, diligently and completely. In addition, you shall comply with and be bound by the operating policies, procedures and practices of the Company including, without limitation, the Code of Conduct, in effect from time to time during your employment. You acknowledge that you may shall be required to travel in connection with the performance of your duties. View More
Position and Responsibilities. (a) Position. During the period of employment established by Section 2(a) of this Agreement (the "Employment Period"), Executive agrees to serve, if appointed to serve, as the President of the Commercial Real Estate Division of the Bank. (b) Duties and Responsibilities. Executive shall have and exercise the duties, responsibilities, privileges, powers and authority commensurate with such position as the Bank has assigned and may hereafter assign to Executive. (c) Faithful Performance. Except for... periods of paid time off taken in accordance with Section 3(f) hereof or following a Short-Term Disability Determination or a Long-Term Disability Determination made in accordance with Section 4(b) hereof, or for services performed for the Bank's Subsidiaries (as defined below). Executive shall devote substantially all of his business time, attention, skill and efforts during the Employment Period to the faithful performance of his duties hereunder, and shall not engage in any business or activity that interferes with the performance of such duties or conflicts with the business, affairs or interests of the Bank or any Subsidiary; provided that, notwithstanding the foregoing, Executive may: (1) hold directorships, offices or other positions in one or more other organizations to the extent permitted by the Bank's Professional Responsibility Policy, as amended from time to time, or as otherwise approved by the Bank; and (2) engage in the occasional practice of commercial real estate brokerage or management provided that the same does not interfere with Executive's obligation to devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement. (d) Performance Standards. During the Employment Period, Executive shall perform his duties in accordance with the policies and procedures of the Bank, as amended from time to time, such reasonable performance standards as the Bank has established or may hereafter establish in the exercise of good faith business judgment, including those set forth in the Bank's Personnel Manual, as amended from time to time, and such Business Plans as the Bank has established or may hereafter establish. 1 2. TERM OF EMPLOYMENT. (a) Term. The Employment Period shall commence as of the Effective Date and shall thereafter continue for a period of thirty-six (36) months (the "Term") unless extended as provided herein. Unless the Agreement is terminated by the Executive in accordance with Section 5 of this Agreement, by reason of the Executive's death, or by the Bank in accordance with the provisions of Section 4 of this Agreement, the Term will extend automatically for an additional twelve (12) months on each anniversary of the Effective Date ("the Renewal Date"), so that the Term will be thirty-six (36) months. All references herein to the Employment Period shall mean, for all purposes of this Agreement, Executive's Employment Period as initially established by, and as may subsequently be extended pursuant to, this Section 2(a). (b) Annual Review. Unless terminated by the Executive in accordance with Section 5 of this Agreement, by reason of the Executive's death, or by the Bank in accordance with the provisions of Section 4 of this Agreement, the Board or the Board's Human Resources Committee (the "Human Resources Committee") shall review this Agreement annually prior to each Renewal Date. A decision by or the failure of the Board or the Human Resources Committee to increase Executive's Base Salary shall not constitute a breach of this Agreement or a "Good Reason" under Section 5(b) hereof. All decisions and actions of the Human Resources Committee pursuant to this Section 2(b) shall be subject to ratification by the Board only to the extent, if any, that ratification may be required by applicable laws and regulations.View More
Position and Responsibilities. (a) Position. Positions. During the period of employment established by Section 2(a) of this Agreement (the "Employment Period"), Executive agrees to serve, if elected or appointed to serve, as the President and the Chief Executive Officer of the Commercial Real Estate Division Company and to such other positions or offices with the Company as the Board of Directors of the Bank. Company (the "Board") elects or appoints the Executive. (b) Duties and Responsibilities. Executive shall have and exer...cise the same duties, responsibilities, privileges, powers and authority as Executive held and exercised on the Effective Date as the President of the Company and the Chief Executive Officer of the Company, and such additional duties, responsibilities, privileges, powers and authority commensurate with such position as any other positions or offices with the Bank Company to which the Board has assigned and previously, or may hereafter assign to hereafter, elect or appoint the Executive. (c) Faithful Performance. Except for periods of paid time off taken in accordance with Section 3(f) hereof or following a Short-Term Disability Determination or a Long-Term Disability Determination made in accordance with Section 4(b) hereof, or for services performed for the Bank's Company's Subsidiaries (as defined below). Executive shall devote substantially all of his business time, attention, skill and efforts during the Employment Period to the faithful performance of his duties hereunder, and shall not engage in any business or activity that interferes with the performance of such duties or conflicts with the business, affairs or interests of the Bank Company or any Subsidiary; provided that, notwithstanding the foregoing, Executive may: (1) perform his obligations under any employment agreement hereafter entered into between BankFinancial, National Association (the "Bank") and Executive (the "the Bank Agreement"); (2) hold directorships, offices or other positions in one or more other organizations to the extent permitted by the Bank's Company's Professional Responsibility Policy, as amended from time to time, or as otherwise approved by the Bank; Board; and (2) (3) engage in the occasional practice of commercial real estate brokerage or management law for personal clients provided that the same does not interfere with Executive's obligation to devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement. (d) Performance Standards. During the Employment Period, Executive shall perform his duties in accordance with the policies and procedures of the Bank, as amended from time to time, such reasonable performance standards as the Bank has established or may hereafter establish in the exercise of good faith business judgment, including those set forth in the Bank's Personnel Manual, as amended from time to time, and such Business Plans as the Bank has established or may hereafter establish. 1 2. TERM OF EMPLOYMENT. (a) Term. The Employment Period shall commence as of the Effective Date and shall thereafter continue for a period of thirty-six (36) months three (3) years (the "Term") unless extended as provided herein. Unless the Agreement is terminated by the Executive in accordance with Section 5 of this Agreement, by reason of the Executive's death, or by the Bank Company in accordance with the provisions of Section 4 of this Agreement, the Term will extend automatically for an additional twelve (12) months one (1) year on each anniversary of the Effective Date ("the Renewal (the "Renewal Date"), so that the Term will be thirty-six (36) months. three (3) years. All references herein to the Employment Period shall mean, for all purposes of this Agreement, Executive's Employment Period as initially established by, and as may subsequently be extended pursuant to, this Section 2(a). (b) Annual Review. Unless terminated by the Executive in accordance with Section 5 of this Agreement, by reason of the Executive's death, or by the Bank Company in accordance with the provisions of Section 4 of this Agreement, the Board or the Board's Human Resources Committee (the "Human Resources Committee") shall review this Agreement annually prior to each Renewal Date. A decision by or the failure of the Board or the Human Resources Committee to increase Executive's Base Salary shall not constitute a breach of this Agreement or a "Good Reason" under Section 5(b) hereof. All decisions and actions of the Human Resources Committee pursuant to this Section 2(b) shall be subject to ratification by the Board only to the extent, if any, that ratification may be required by applicable laws and regulations. View More
