Term and Duties Clause Example from Business Contracts

Term and Duties. (a) Eighteen-Month Contract with Annual Renewal. The term ("Term") of this Agreement shall commence as of the Effective Date and shall continue, initially, through April 30, 2023. On January 8, 2022 (for these purposes, referred to herein as the "Anniversary Date"), the disinterested members of the Board 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 conduct a comprehensive performan...ce 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 through July 8, 2023, which decision shall be included in the minutes of the Board's meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal ("Non-Renewal Notice") that this Agreement shall terminate at the end of its then Term (i.e., April 30, 2023). Assuming the renewal of the Agreement on January 8, 2022, the Agreement shall have a Term ending July 8, 2023. Thereafter, each following January 8th, commencing January 8, 2023, the Board shall again perform a comprehensive performance evaluation to determine whether to again extend the agreement for twelve months beyond its' then 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, unless Executive has previously been informed that this Agreement shall not be renewed) the term of this Agreement shall be extended and shall terminate 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 his position as Senior Vice President, Chief Financial Officer and Treasurer; 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, 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