Term and Duties. (a) Three Year Contract; Annual Renewal. The term of this Agreement will begin as of the Effective Date and shall continue thereafter for a period of three (3) years. Beginning on the first annual anniversary date of this Agreement, and on each annual anniversary date thereafter, the term of this Agreement shall be extended for a period of one year in addition to the then-remaining term; provided that (1) the Bank has not given notice to the Executive in writing at least ninety (90) days prior t
...o such renewal date that the term of this Agreement shall not be extended further; and (2) prior to such renewal date, the disinterested members of the Board have explicitly reviewed and approved the extension and the results thereof shall be included in the minutes of the Board's meeting. On an annual basis prior to the deadline for the notice period referenced above, the Board shall conduct a performance review of the Executive for the purpose of determining whether to provide notice of non-renewal. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs. (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, on which she currently serves (with the knowledge of the board) or which, in the Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer.
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Term and Duties. (a)
Three Year Contract; Annual Renewal. The term of
Executive's employment under this Agreement
will begin shall commence as of the Effective Date and shall continue
thereafter for a period through June 30, 2017. Effective as of
three (3) years. Beginning on the first annual anniversary date of this Agreement, July 1, 2015, and
on continuing each
annual anniversary date July 1 thereafter, the term of this Agreement shall be
automatically extended
for a period of by one year
in addition such tha...t the remaining term on such date of extension is three (3) years, unless the disinterested members of the board of directors of the Holding Company (the "Board") elects not to the then-remaining term; provided that (1) the Bank has not given notice to the Executive in writing at least ninety (90) days prior to such renewal date that extend the term of this Agreement shall not be extended further; and (2) by giving written notice to Executive prior to such renewal date, automatic extension. The Board shall review the disinterested members Agreement and Executive's performance annually for purposes of the Board have explicitly reviewed and approved the extension determining whether to give Executive such notice and the rationale and results thereof shall be included in the minutes of the Board's meeting. On an annual basis prior The Board shall give notice to Executive as soon as possible after such review. (b) During the period of Executive's employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the deadline for faithful performance of his duties hereunder including activities and services related to the notice period referenced above, the Board shall conduct a performance review organization, operation and management of the Holding Company and its direct or indirect subsidiaries ("Subsidiaries") and participation in community and civic organizations; provided, however, that, with the approval of the Board, as evidenced by a resolution of such Board, from time to time, Executive for may serve, or continue to serve, on the purpose boards of determining whether directors of, and hold any other offices or positions in, companies or organizations, which, in such Board's judgment, will not present any conflict of interest with the Holding Company or its Subsidiaries, or materially affect the performance of Executive's duties pursuant to provide notice of non-renewal. Reference this Agreement. (c) Notwithstanding anything herein to the term of this Agreement shall refer to both such initial term and such extended terms. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs. (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time Holding Company may be terminated by the Holding Company or Executive during the term of this Agreement, subject to the terms and conditions of this Agreement. (c) Continued Employment Following Expiration Moreover, in the event Executive is terminated or suspended from his position with the Bank, Executive shall not perform, in any respect, directly or indirectly, during the pendency of Term. Nothing in this Agreement shall mandate his temporary or prohibit a continuation of Executive's employment following permanent suspension or termination from the expiration of the term of this Agreement, upon such terms Bank, duties and conditions as responsibilities formerly performed at the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance as part of his duties hereunder, including activities and services related responsibilities to the organization, operation and management of the Bank; provided, however, that, Executive may serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, on which she currently serves (with the knowledge of the board) or which, in the Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer. Holding Company.
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Term and Duties. (a)
Three Year Contract; Annual Renewal. The term of this Agreement
and the period of Executive's employment hereunder will begin as of the Effective Date and
shall will continue
thereafter for a period of
three (3) years. Beginning on twelve (12) full calendar months thereafter. On the first
annual anniversary date day of
this Agreement, and on January each
annual anniversary date thereafter, the term of year (the "Anniversary Date"), this Agreement shall
renew for an additional year such that ...the remaining term shall be extended for a period of one year in addition to twelve (12) full calendar months provided, however, that the then-remaining term; provided that (1) the Bank has not given notice to the Executive in writing Board shall at least ninety (90) sixty (60) days before such Anniversary Date conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement. The Board shall give Executive notice of its decision whether or not to renew this Agreement at least thirty (30) days and not more than sixty (60) days prior to such renewal date that the Anniversary Date, and if written notice of non-renewal is provided to Executive within said time frame, the term of this Agreement shall not be extended further; and (2) prior to such renewal date, the disinterested members extended. 1 Table of the Board have explicitly reviewed and approved the extension and the results thereof shall be included in the minutes of the Board's meeting. On an annual basis prior to the deadline for the notice period referenced above, the Board shall conduct a performance review of the Executive for the purpose of determining whether to provide notice of non-renewal. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs. Contents (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term period of this Agreement, his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, hereunder including activities and services related to the organization, operation and management of the Bank; provided, however, that, that with the approval of the Board, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, business companies business, social, religious, charitable or business or civic organizations, on similar organizations which she currently serves (with the knowledge of the board) or which, in the Board's judgment, will not present any conflict of interest with the Bank, Bank or materially affect the performance of Executive's duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer.
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Term and Duties. (a)
Three Year Contract; Annual Renewal. Initial Three-Year Term. The
Executive's employment under this Agreement is for a term of
this Agreement will begin as of three years from the Effective
Date Date, such that the initial three-year term shall begin on October 7, 2013 and shall
continue thereafter for a period of three (3) years. Beginning end on
the first annual anniversary date of this Agreement, and on October 6, 2016. (b) Renewal. No later than September 6, 2015 (and no later than each
...annual anniversary date thereafter, the term of this Agreement shall be extended for a period of one year in addition to the then-remaining term; provided that (1) the Bank has not given notice to the Executive in writing at least ninety (90) days prior to such renewal date that the term of this Agreement shall not be extended further; and (2) prior to such renewal date, September 6 thereafter), the disinterested members of the Board have explicitly reviewed shall (i) conduct a comprehensive performance evaluation and approved review of the extension Executive for purposes of determining whether to extend the Agreement for an additional one year; and (ii) affirmatively approve the results thereof renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board's Board meeting. On Starting on October 7, 2016, each October 7 shall be an annual basis prior anniversary date of this Agreement ("Anniversary Date"). If the decision of the disinterested members of the Board is not to the deadline for the notice period referenced above, renew this Agreement, then the Board shall conduct provide the Executive with a performance review written notice of non-renewal ("Non-Renewal Notice") at least 30 days prior to any Anniversary Date, such that this Agreement shall terminate at the end of the then current term of the Agreement. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to the Executive. If the Board fails to inform the Executive for of its determination regarding the purpose renewal or non-renewal of determining whether this Agreement, the Executive may request, in writing, the results of the Board's action (or non-action) and the Board shall, within 30 days of the receipt of such request, provide a written response to provide notice of non-renewal. the Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. Notwithstanding (c) During the foregoing, in period of the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs. (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term of this Agreement, hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, the Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, hereunder including activities and services related to the organization, operation and management of the Bank; provided, however, that, that with the approval of the Board, as evidenced by a resolution of such Board, from time to time, the Executive may serve, or continue to serve indefinitely or through a certain date, on the boards of directors of, and hold any other offices or positions in, business companies business, social, religious, charitable or business or civic similar organizations, on which she currently serves (with the knowledge of the board) or which, in the Board's judgment, will not present any conflict of interest with the Bank, Bank or materially affect the performance of the Executive's duties pursuant to this Agreement. Executive shall provide Specifically, the board agrees that serving on the Board of Directors annually for of the Federal Home Loan Bank of Chicago serves the interests of the Bank and Company and will allow Executive to serve on the Board of the FHLBC if he is elected or appointed to its approval a list of organizations for which the Executive acts as a director or officer. board.
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Term and Duties. (a)
Three Year Contract; Annual Renewal. The term of this Agreement
and the period of Executive's employment hereunder will begin as of the Effective Date and
shall continue
thereafter for a period of
three (3) years. Beginning twelve (12) full calendar months thereafter. Commencing on the first
annual anniversary date of this
Agreement, Agreement (the "Anniversary Date"), and
on continuing at each
annual anniversary date Anniversary Date thereafter, the
Agreement shall renew for an additional y...ear such that the remaining term shall be twelve (12) full calendar months; provided, however, that the Board of Directors of the Bank (the "Board") shall, at least sixty (60) days before such Anniversary Date conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement. Either the Board or Executive may give the other notice of its decision whether or not to renew this Agreement shall be extended for a period of one year in addition to the then-remaining term; provided that (1) the Bank has not given notice to the Executive in writing at least ninety (90) thirty (30) days and not more than sixty (60) days prior to such renewal date that the Anniversary Date, and if written notice of non-renewal is provided to either party by the other within said time frame, the term of this Agreement shall not be extended further; and (2) prior to such renewal date, the disinterested members of the Board have explicitly reviewed and approved the extension and the results thereof shall be included in the minutes of the Board's meeting. On an annual basis prior to the deadline for the notice period referenced above, the Board shall conduct a performance review of the Executive for the purpose of determining whether to provide notice of non-renewal. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs. extended. (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term period of this Agreement, his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Chief Executive Officer, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, hereunder including activities and services related to the organization, operation and management of the Bank; provided, however, that, with the approval of the Board, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, business companies business, social, religious, charitable or business or civic organizations, on which she currently serves (with the knowledge of the board) or similar organizations which, in the Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. Notwithstanding the preceding sentence, no approval is required for Executive shall provide to participate or serve in (i) outside organizations in which Executive is serving as of the Board Effective Date; (ii) religious or educational organizations which Executive or Executive's children may attend from time to time; or (iii) affiliates of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer. such organizations.
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Term and Duties.
(a) Three Year Contract; Annual Renewal. The
initial term of this Agreement will begin as of the Effective Date and
shall will continue
for thirty-six (36) full calendar months thereafter
for a period of three (3) years. Beginning (the "Term"). Commencing on
the first annual anniversary date of this Agreement, April 1, 2020, and on each
annual anniversary April 1 thereafter (each such date
thereafter, being a "Renewal Date"), the
term Term of this Agreement shall
extend for one additional year, ...so that the Term shall be three years from such Renewal Date (for example, the first extended term shall be April 1, 2020 through April 1, 2023); provided, however, that in order for a period of one year in addition this Agreement to renew, the then-remaining term; provided that (1) Compensation Committee must take the Bank has not given notice to the Executive in writing at least ninety (90) days following actions prior to such each Renewal Date: (i) conduct a comprehensive performance assessment and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal date that the term of this Agreement shall not be extended further; and (2) prior to include such renewal date, the disinterested members of the Board have explicitly reviewed and approved the extension and the results thereof shall be included decision in the minutes of the Board's Compensation Committee's meeting. On an annual basis prior If the Compensation Committee decides not to renew this Agreement, then the deadline Compensation Committee will provide Executive with a written notice of non-renewal ("Non-Renewal Notice") no later than five business days after such action is taken, in which event this Agreement will terminate twenty-four (24) months from the Renewal Date. If the Compensation Committee fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request that the Compensation Committee provide Executive with the reason(s) for its action, and the notice period referenced above, the Board shall conduct a performance review Compensation Committee will respond to Executive within thirty (30) days of the Executive for the purpose receipt of determining whether to provide notice of non-renewal. such request. Reference herein to the term Term of this Agreement shall will refer to both such initial term and such extended terms. (b) Change in Control. Notwithstanding the foregoing, in the event that the Company Bank or the Bank Company has entered into an agreement to effect a transaction which that would be considered a Change in Control as defined below, under Section 5 hereof, then the term Term of this Agreement shall will be extended and shall terminate automatically for thirty-six (36) months following the date on which the Change in Control occurs. (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. Boards or Organizations. During the term period of this Agreement, his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, absence, Executive shall will devote substantially all of his business time, attention, skill, skill and efforts to the faithful performance of his duties hereunder, under this Agreement, including activities and services duties related to the organization, operation and management Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Bank; provided, however, that, Board, Executive may serve, on serve as a member of the boards board of directors of, of business, community and hold charitable organizations, provided that in each case such service does not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other offices or positions in, business companies or business or civic organizations, on which she currently serves (with the knowledge affiliates of the board) Bank, or which, in the Board's judgment, will not present any conflict of interest with the Bank, interest. (d) Continued Employment Following Expiration of Term. Nothing in this Agreement mandates or materially affect the performance prohibits a continuation of Executive's duties pursuant to employment following the expiration of the Term of this Agreement. Agreement, upon the terms and conditions as the Bank and Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer. may mutually agree.
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Term and Duties. (a)
Three Year Contract; Annual Renewal. The term of
Executive's employment under this Agreement
will begin shall commence as of the Effective Date and shall continue
thereafter for a period through July 31, 2017. Effective as of
three (3) years. Beginning on the first annual anniversary date of this Agreement, August 1, 2016, and
on continuing each
annual anniversary date August 1 thereafter, the term of this Agreement shall be
automatically extended
for a period of by one year
in addition to s...uch that the then-remaining term; provided that (1) remaining term on such date of extension is two (2) years, unless the disinterested members of the board of directors of the Bank has (the "Board") elects not given notice to the Executive in writing at least ninety (90) days prior to such renewal date that extend the term of this Agreement shall not be extended further; and (2) by giving written notice to Executive prior to such renewal date, automatic extension. The Board shall review the disinterested members Agreement and Executive's performance annually for purposes of the Board have explicitly reviewed and approved the extension determining whether to give Executive such notice and the rationale and results thereof shall be included in the minutes of the Board's meeting. On an annual basis prior to the deadline for the notice period referenced above, the The Board shall conduct a performance review of give notice to Executive as soon as possible after such review. (b) During the Executive for the purpose of determining whether to provide notice of non-renewal. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs. (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation period of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term of this Agreement, hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, absence, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; Bank and participation in community and civic organizations; provided, however, that, with the approval of the Board, as evidenced by a resolution of such Board, 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, business companies or business or civic organizations, on which she currently serves (with the knowledge of the board) or which, in the such Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything herein to the contrary, Executive's employment with the Bank may be terminated by the Bank or Executive shall provide during the Board term of Directors annually for its approval a list this Agreement, subject to the terms and conditions of organizations for which the Executive acts as a director or officer. this Agreement.
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Term and Duties. (a)
Three Year Contract; Term and Annual Renewal. The
initial term of this Agreement
will and the period of Executive's employment hereunder shall begin
as on the date on which the Effective Time (as defined in the Merger Agreement) occurs (the "Effective Date") and shall continue through the third anniversary of the Effective Date (the "Term"). Commencing on the first anniversary of the Effective Date and
shall continue thereafter for a period of three (3) years. Beginning continuing on
the fir...st annual each anniversary date of this Agreement, and on each annual anniversary date thereafter, thereafter (the "Renewal Date"), the term of this Agreement shall Term will extend automatically for one additional year, so that the Term will be extended for a period of one year in addition to the then-remaining term; provided that (1) three years from such Renewal Date, unless either the Bank has not given or Executive by written notice to the Executive in writing other given at least ninety (90) days prior to such renewal date Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either the term of Bank or the Executive, this Agreement shall not be extended further; and (2) prior to such renewal date, the disinterested members terminate as of the Board have explicitly reviewed and approved the extension and the results thereof shall be included in the minutes last day of the Board's meeting. On an annual basis prior to the deadline for the notice period referenced above, the Board shall conduct a performance review of the Executive for the purpose of determining whether to provide notice of non-renewal. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. then current Term. (b) Change in Control. Notwithstanding the foregoing, in the event that the Bank or the Company or the Bank has entered into an agreement to effect a transaction which that would be considered a Change in Control as defined below, then under Section 5 hereof, the term of this Agreement shall be extended and shall terminate thirty-six (36) months following automatically so that it will expire no less than three (3) years beyond the effective date on which of the Change in Control occurs. (b) Termination Control, subject to extensions as set forth in Section 2(a) hereof. (c) Membership on Other Boards or Organizations. During the period of Employment. Notwithstanding anything contained in this Agreement his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term faithful performance of his duties under this Agreement, including activities and duties related to the Executive Positions. Notwithstanding the preceding sentence, subject to the terms approval of the Board of Directors, Executive may serve as a member of the board of directors of business, community and conditions charitable organizations, provided that in each case the service will not materially interfere with the performance of his duties under this Agreement. (c) Agreement, adversely affect the reputation of the Bank or any affiliates of the Bank (as determined by the Board of Directors), or present any conflict of interest. (d) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms Agreement. (e) Failure of Transaction to Close. This Agreement shall become null and conditions as void and the parties will have no obligations hereunder if (i) the Merger Agreement is terminated in accordance with its terms, (ii) either party to the Merger Agreement fails to complete the transactions contemplated by the Merger Agreement for any reason or (iii) if Executive terminates employment with the Bank for any reason prior to the Effective Time. (f) Prior Agreement. The prior Agreement shall terminate and Executive may mutually agree. (d) Duties; Membership on Other Boards. During have no further force and effect upon the term Effective Date of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved Agreement. If the transactions contemplated by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, on which she currently serves (with the knowledge of the board) or which, in the Board's judgment, will Merger Agreement do not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties occur pursuant to Sections 3(e)(i) or 3(e)(ii) hereof and, therefore this Agreement. Executive Agreement does not become effective, then the Prior Agreement shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer. continue in accordance with it terms.
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Term and Duties. (a)
Three Year Contract; Term and Annual Renewal. The
initial term of this Agreement
will and the period of Executive's employment hereunder shall begin as of the Effective Date and shall continue
thereafter for a period of three (3) years. Beginning through December 31, 2020 (the "Initial Term"). Commencing on
the first annual anniversary date of this Agreement, January 1, 2021 and
continuing on each
annual anniversary date thereafter, January 1 st thereafter (the "Renewal Date"), the
term of t...his Agreement Initial Term shall be extended extend automatically for a period of one year in addition to the then-remaining term; provided that (1) additional year, unless either the Bank has not given or the Executive by written notice to the Executive in writing other given at least ninety (90) days prior to such renewal date Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either the term of Bank or the Executive, this Agreement shall not be extended further; and (2) prior to such renewal date, the disinterested members terminate as of the Board have explicitly reviewed and approved the extension and the results thereof shall be included in the minutes last day of the Board's meeting. On an annual basis prior to the deadline for the notice period referenced above, the Board shall conduct a performance review of the Executive for the purpose of determining whether to provide notice of non-renewal. Reference then current term. References herein to the term "Term" shall mean the Initial Term, as the same may be renewed. (b) Membership on Other Boards or Organizations. During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement shall refer Agreement, including activities and duties related to both such initial term and such extended terms. the Executive Position. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs. (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, preceding sentence, subject to the terms approval of the Board, Executive may serve as a member of the board of directors of business, community and conditions charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement. Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank (as determined by the Board), or present any conflict of interest. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, on which she currently serves (with the knowledge of the board) or which, in the Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer.
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Term and Duties. (a)
Three Year Contract; Term and Annual Renewal. The
initial term of this Agreement
will and the period of Executive's employment hereunder shall begin as of the Effective Date and shall continue
thereafter for
a period of three (3)
years. Beginning on years thereafter. Commencing as of September 1, 2018, and continuing as of each September 1 thereafter (the "Renewal Date"), this Agreement shall renew for an additional year such that the
first annual anniversary date remaining term shall again ...be three (3) years unless written notice of non-renewal ("Non-Renewal Notice") is provided to Executive at least 30 days prior to the Renewal Date, in which event this Agreement, and on each annual anniversary date thereafter, Agreement shall terminate at the end of the term of this the Agreement shall be extended (including any previous extensions of the term). Prior to each notice period for a period of one year in addition to the then-remaining term; provided that (1) the Bank has not given notice to the Executive in writing at least ninety (90) days prior to such renewal date that the term of this Agreement shall not be extended further; and (2) prior to such renewal date, non-renewal, the disinterested members of the Board have explicitly reviewed of Trustees of the Bank (the "Board of Trustees," the term "Board of Trustees shall also include the term "Board of Trustees," if applicable at any time during the term of this Agreement) will conduct an evaluation and approved review of Executive for purposes which include determining whether to take action regarding non-renewal of the extension Agreement, and the results thereof shall be included in the minutes of the Board's meeting. On an annual basis prior to the deadline for the notice period referenced above, meeting of the Board shall conduct a performance review of the Executive for the purpose of determining whether to provide notice of non-renewal. Trustees. Reference herein to the term of this Agreement shall refer to both such the initial term and such any extended terms. (b) Change in Control. Notwithstanding the foregoing, in the event that the Bank or the Company or the Bank has entered into an agreement to effect a transaction which that would be considered a Change in Control as defined below, then under Section 5 of this Agreement, the term of this Agreement shall be extended and shall terminate thirty-six (36) months automatically for three (3) years following the effective date on which of the Change in Control occurs. (b) Termination Control. (c) Membership on Other Boards of Employment. Notwithstanding anything contained in this Agreement Directors or Organizations. During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the terms approval of the Board of Trustees, Executive may serve as a member of the board of directors of business, community and conditions charitable organizations, provided that in each case the service shall not materially interfere with the performance of his duties under this Agreement. (c) Agreement, adversely affect the reputation of the Bank or any affiliates of the Bank (as determined by the Board of Trustees), or present any conflict of interest. (d) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, on which she currently serves (with the knowledge of the board) or which, in the Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer.
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Term and Duties. (a)
Three Year Contract; Annual Renewal. The
initial term of
Executive's employment under this Agreement
will begin shall commence as of
March 25, 2013, or such other date as mutually agreed by the
Effective Date parties (the "Effective Date") and shall continue
thereafter for a through December 31, 2014. Effective as of January 1, 2015, and continuing each year thereafter, the disinterested members of the board of directors of the Bank (the "Board") may extend the Agreement an additional period
... of three (3) years. Beginning on unless the first annual anniversary date of this Agreement, and on each annual anniversary date thereafter, Executive elects not to extend the term of this Agreement shall be extended for a period of one year in addition to the then-remaining term; provided that (1) the Bank has not given by giving written notice to the Executive in writing at least ninety (90) days prior Bank. The Board will review the Agreement and Executive's performance annually for purposes of determining whether to such renewal date that extend the term of this Agreement shall not be extended further; and (2) prior to such renewal date, the disinterested members of the Board have explicitly reviewed and approved the extension and the rationale and results thereof shall be included in the minutes of the Board's meeting. On an annual basis prior The Board shall give notice to the deadline for Executive as soon as possible after such review as to whether the notice Agreement is to be extended. (b) During the period referenced above, the Board shall conduct a performance review of the Executive for the purpose of determining whether to provide notice of non-renewal. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs. (b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree. (d) Duties; Membership on Other Boards. During the term of this Agreement, hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, absence, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, hereunder including activities and services related to the organization, operation and management of the Bank; Bank and participation in community and civic organizations; provided, however, that, with the approval of the Board, as evidenced by a resolution of such Board, 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, business companies or business or civic organizations, on which she currently serves (with the knowledge of the board) or which, in the such Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. Executive shall provide (c) Notwithstanding anything herein to the Board of Directors annually for its approval a list of organizations for which contrary, Executive's employment with the Bank may be terminated by the Bank or the Executive acts as a director or officer. during the term of this Agreement, subject to the terms and conditions of this Agreement.
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