Term and Duties Clause Example with 50 Variations from Business Contracts

This page contains Term and Duties clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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. View More Arrow

Variations of a "Term and Duties" Clause from Business Contracts

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 years thereafter. Commencing on the first annual anniversary date of this Agreement, following the Effective Date and continuing on each annual anniversary date thereafter, the term of thereafter (the "Anniversary Date"), this Agreement shall renew ...for an additional year such that the remaining term shall be extended for a period three (3) years unless written notice of one year in addition non-renewal ("Non-Renewal Notice") is provided to the then-remaining term; provided that (1) the Bank has not given notice to the Executive in writing at least ninety (90) 30 days prior to any such renewal date that the term of Anniversary Date, in which event this Agreement shall not be extended further; and (2) prior terminate at the end of 24 months following such Anniversary Date. Prior to such renewal date, each notice period for non-renewal, the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") will conduct a comprehensive performance evaluation and approved review of Executive for purposes of 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, 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. (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 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 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 Position. Notwithstanding the 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. (c) 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. (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. View More Arrow
Term and Duties. (a) Three Year Eighteen-Month Contract; Annual Renewal. The term ("Term") of this Agreement will begin shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Beginning on eighteen (18) months. On the first annual anniversary date of this Agreement, and on each annual anniversary date thereafter, the term Effective Date 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, (the "Anniversary Date"), the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") will meet to consider the renewal or nonrenewal of this Agreement. In connection with such consideration, the Board shall (i) conduct a comprehensive performance evaluation of Executive (or review such performance evaluation conducted by the Compensation Committee of the Board) for purposes of determining whether to extend this Agreement; and approved (ii) approve the extension and renewal or non-renewal of this Agreement for an additional twelve months (so that the results thereof remaining term shall be eighteen months), which decision shall be included in the minutes of the Board's meeting. On an annual basis prior If the decision of such 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 Executive with a performance review of the Executive for the purpose of determining whether to provide written notice of non-renewal. Reference herein to the term of non-renewal ("Non-Renewal Notice") that this Agreement shall refer to both such initial term and such extended terms. terminate at the end of the Term. 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 then, unless Executive has previously been informed that this Agreement shall not be renewed) the term of this Agreement shall be extended and shall terminate thirty-six (36) eighteen 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; [insert, based on position]; provided, however, that, 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 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. View More Arrow
Term and Duties. (a) Three Year Eighteen-Month Contract; Annual Renewal. The term ("Term") of this Agreement will begin shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Beginning on eighteen (18) months. On the first annual anniversary date of this Agreement, and on each annual anniversary date thereafter, the term Effective Date 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, (the "Anniversary Date"), the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") will meet to consider the renewal or nonrenewal of this Agreement. In connection with such consideration, the Board shall (i) conduct a comprehensive performance evaluation of Executive (or review such performance evaluation conducted by the Compensation Committee of the Board) for purposes of determining whether to extend this Agreement; and approved (ii) approve the extension and renewal or non-renewal of this Agreement for an additional twelve months (so that the results thereof remaining term shall be eighteen months), which decision shall be included in the minutes of the Board's meeting. On an annual basis prior If the decision of such 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 Executive with a performance review of the Executive for the purpose of determining whether to provide written notice of non-renewal. Reference herein to the term of non-renewal ("Non-Renewal Notice") that this Agreement shall refer to both such initial term and such extended terms. terminate at the end of the Term. 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 then, unless Executive has previously been informed that this Agreement shall not be renewed) the term of this Agreement shall be extended and shall terminate thirty-six (36) eighteen (18) 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 her business time, attention, skill, and efforts to the faithful performance of his her duties hereunder, including activities and services related to the organization, operation her position as Senior Vice President and management of the Bank; Chief Brand Officer; provided, however, that, 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 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. View More Arrow
Term and Duties. (a) Three Year Eighteen-Month Contract; Annual Renewal. The term ("Term") of this Agreement will begin shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Beginning on eighteen (18) months. On the first annual anniversary date of this Agreement, and on each annual anniversary date thereafter, the term Effective Date 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, (the "Anniversary Date"), the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") will meet to consider the renewal or nonrenewal of this Agreement. In connection with such consideration, the Board shall (i) conduct a comprehensive performance evaluation of Executive (or review such performance evaluation conducted by the Compensation Committee of the Board) for purposes of determining whether to extend this Agreement; and approved (ii) approve the extension and renewal or non-renewal of this Agreement for an additional twelve months (so that the results thereof remaining term shall be eighteen months), which decision shall be included in the minutes of the Board's meeting. On an annual basis prior If the decision of such 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 Executive with a performance review of the Executive for the purpose of determining whether to provide written notice of non-renewal. Reference herein to the term of non-renewal ("Non-Renewal Notice") that this Agreement shall refer to both such initial term and such extended terms. terminate at the end of the Term. 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 then, unless Executive has previously been informed that this Agreement shall not be renewed) the term of this Agreement shall be extended and shall terminate thirty-six (36) eighteen (18) 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 his position as Senior Vice President and management of the Bank; Chief Lending Officer; provided, however, that, 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 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. View More Arrow
Term and Duties. (a) Three Two Year Contract; Annual Renewal. The term of this Agreement will begin shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Beginning on twenty-four (24) full calendar months thereafter. As of January 1st of each year (the "Renewal Date"), beginning with the first annual anniversary date of this Agreement, and on each annual anniversary date thereafter, January 1st following the term of Effective Date, this Agreement shall be extend...ed renew for a period of one an additional 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 remaining term of shall again be twenty-four (24) full calendar months from the Renewal Date (the "Term"); provided, however, that in order for this Agreement shall not be extended further; and (2) prior to such renewal date, renew, the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") must take the following actions within the time frames set forth below prior to each Renewal Date: (i) at least twenty (20) days prior to the Renewal Date, conduct or review a comprehensive performance evaluation of Executive for purposes of determining whether to extend this Agreement; and approved (ii) affirmatively approve the extension and the results thereof renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board's meeting. On an annual basis prior If the decision of such 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 Executive with a performance review of the Executive for the purpose of determining whether to provide written notice of non-renewal. Reference herein non-renewal ("Non-Renewal Notice") prior to the term of any Renewal Date, such that this Agreement shall refer to both terminate at the end of twelve (12) months following such initial term and such extended terms. Renewal Date. 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) twenty-four (24) months following the date on which the Change in Control occurs. (b) Termination of Employment. Agreement. 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, 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 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. View More Arrow
Term and Duties. (a) Three Two Year Contract; Annual Renewal. The term of this Agreement will begin shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Beginning on twenty-four (24) full calendar months thereafter. As of January 1st of each year (the "Renewal Date"), beginning with the first annual anniversary date of this Agreement, and on each annual anniversary date thereafter, January 1st following the term of Effective Date, this Agreement shall be extended... renew for a period of one an additional 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 remaining term of shall again be twenty-four (24) full calendar months from the Renewal Date (the "Term"); provided, however, that in order for this Agreement shall not be extended further; and (2) prior to such renewal date, renew, the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") must take the following actions within the time frames set forth below prior to each Renewal Date: (i) at least twenty (20) days prior to the Renewal Date, conduct or review a comprehensive performance evaluation of Executive for purposes of determining whether to extend this Agreement; and approved (ii) affirmatively approve the extension and the results thereof renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board's meeting. On an annual basis prior If the decision of such 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 Executive with a performance review of the Executive for the purpose of determining whether to provide written notice of non-renewal. Reference herein non-renewal ("Non-Renewal Notice") prior to the term of any Renewal Date, such that this Agreement shall refer to both terminate at the end of twelve (12) months following such initial term and such extended terms. Renewal Date. 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) twenty-four (24) months following the date on which the Change in Control occurs. (b) Termination of Employment. Agreement. 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, 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 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. View More Arrow
Term and Duties. (a) Three Two Year Contract; Annual Renewal. The term of this Agreement will begin shall commence as of the Effective Date and continue until December 31, 2023. Commencing on January 1, 2024, the term shall continue thereafter for a period of three (3) years. Beginning two (2) years (the "Term") and on January 1, 2025 and each January 1 thereafter (each, a "Renewal Date"), the first annual anniversary date Term of this Agreement, and on each annual anniversary date thereafter, Agreement shall re...new for an additional year such that the remaining term of this Agreement shall be extended is always two (2) years; provided, however, that in order 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, renew, the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") must take the following actions within the time frames set forth below prior to each Renewal Date: (i) at least thirty (30) days prior to the Renewal Date, conduct or review a comprehensive performance evaluation of Executive for purposes of determining whether to extend this Agreement; and approved (ii) affirmatively approve the extension and the results thereof renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board's meeting. On an annual basis prior If the decision of such 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 Executive with a performance review of the Executive for the purpose of determining whether to provide written notice of non-renewal. Reference herein non-renewal ("Non-Renewal Notice") prior to the term of any Renewal Date, such that this Agreement shall refer to both terminate at the end of twelve (12) months following such initial term and such extended terms. Renewal Date. 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) twenty-four (24) months following the date on which the Change in Control occurs. (b) Termination of Employment. Agreement. 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, 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 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. View More Arrow
Term and Duties. (a) Three Year Contract; Three-Year Term; Annual Renewal. The term of this Agreement will begin shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Beginning Commencing on the first annual anniversary date of this Agreement, the Effective Date (the "Anniversary Date") and continuing on each annual anniversary date Anniversary Date thereafter, the term of this Agreement shall be extended renew for a period an additional year so that the remaining... term of one year this Agreement again becomes three (3) years; provided, however, that 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 order for the term of this Agreement shall not be extended further; and (2) prior to such renewal date, renew, the disinterested members of the Board have explicitly reviewed of Directors must take the following actions within the following time frames prior to each Anniversary Date: (i) at least thirty (30) days prior to the Anniversary Date, conduct or review a comprehensive performance evaluation of the Executive for purposes of determining whether to extend the term of this Agreement; and approved (ii) affirmatively approve the extension and renewal or non-renewal of the results thereof term of this Agreement, which decision shall be included in the minutes of the Board's meeting. On an annual basis meeting of the Board of Directors. If the decision of the disinterested members of the Board of Directors is to not renew the term of this Agreement, then the Board of Directors shall provide the Executive with a written notice of non-renewal ("Non-Renewal Notice") 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 applicable Anniversary Date and the term of this Agreement shall refer terminate at the end of twenty-four (24) months following that Anniversary Date (i.e., at the end of the then current term of this Agreement). The failure of the disinterested members of the Board of Directors to both such initial term and such extended terms. take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board of Directors fails to affirmatively issue the Non-Renewal Notice to the Executive. 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 Control, as defined below, then the term of this Agreement shall be extended automatically and shall terminate end 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 the Executive or the Bank may terminate the Executive's employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. The Executive may voluntarily terminate employment with the Bank during the term of this Agreement other than for Good Reason upon at least sixty (60) days written notice to the Bank. Upon the Executive's voluntary termination without Good Reason, the Executive shall have no right to receive any compensation or benefits under this Agreement, other than benefits that have vested prior to the date of termination. (c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of the Executive's employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and the Executive may mutually agree. (d) Duties; Membership on Other Boards. Boards of Directors. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by taken in accordance with the Board, policies of the Bank, the 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, that the 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 businesses 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 the Executive's duties pursuant to this Agreement. with the Bank. The Executive shall provide the Board of Directors annually for its approval with a list of organizations for which the Executive acts as a director or officer. View More Arrow
Term and Duties. (a) Three Year Contract; Annual Renewal. The term of this Agreement will begin shall commence as of the Effective Date and continue until December 31, 2023. Commencing on January 1, 2024, the term shall continue thereafter for a period of three (3) years. Beginning years (the "Term") and on January 1, 2025 and each January 1 thereafter (each, a "Renewal Date"), the first annual anniversary date Term of this Agreement, and on each annual anniversary date thereafter, Agreement shall renew for an a...dditional year such that the remaining term of this Agreement shall be extended is always three (3) years; provided, however, that in order 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, renew, the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") must take the following actions within the time frames set forth below prior to each Renewal Date: (i) at least thirty (30) days prior to the Renewal Date, conduct or review a comprehensive performance evaluation of Executive for purposes of determining whether to extend this Agreement; and approved (ii) affirmatively approve the extension and the results thereof renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board's meeting. On an annual basis prior If the decision of such 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 Executive with a performance review of the Executive for the purpose of determining whether to provide written notice of non-renewal. Reference herein non-renewal ("Non-Renewal Notice") prior to the term of any Renewal Date, such that this Agreement shall refer to both terminate at the end of twenty-four (24) months following such initial term and such extended terms. Renewal Date. 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. Agreement. 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, 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 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. View More Arrow
Term and Duties. (a) Three Year Contract; Annual Renewal. The term of this Agreement will begin shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Beginning on thirty-six (36) full calendar months thereafter. As of January 1st of each year (the "Renewal Date"), beginning with the first annual anniversary date of this Agreement, and on each annual anniversary date thereafter, January 1st following the term of Effective Date, this Agreement shall be extended re...new for a period of one an additional 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 remaining term of shall again be thirty-six (36) full calendar months from the Renewal Date (the "Term"); provided, however, that in order for this Agreement shall not be extended further; and (2) prior to such renewal date, renew, the disinterested members of the Board have explicitly reviewed of Directors of the Bank (the "Board") must take the following actions within the time frames set forth below prior to each Renewal Date: (i) at least twenty (20) days prior to the Renewal Date, conduct or review a comprehensive performance evaluation of Executive for purposes of determining whether to extend this Agreement; and approved (ii) affirmatively approve the extension and the results thereof renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Board's meeting. On an annual basis prior If the decision of such 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 Executive with a performance review of the Executive for the purpose of determining whether to provide written notice of non-renewal. Reference herein non-renewal ("Non-Renewal Notice") prior to the term of any Renewal Date, such that this Agreement shall refer to both terminate at the end of twenty-four (24) months following such initial term and such extended terms. Renewal Date. 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. Agreement. 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, 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 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. View More Arrow