Term and Duties Clause Example from Business Contracts

Term and Duties. (a) Term and Annual Renewal. The initial term of this Agreement and the period of Executive's employment hereunder shall begin 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 continuing on each anniversary date thereafter (the "Renewal Date"), the Term will extend automatically for one additio...nal year, so that the Term will be three years from such Renewal Date, unless either the Bank or Executive by written notice to the other given at least ninety (90) days prior to such 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 Bank or the Executive, this Agreement shall terminate as of the last day of the then current Term. (b) Change in Control. Notwithstanding the foregoing, in the event the Bank or the Company has entered into an agreement to effect a transaction that would be considered a Change in Control as defined under Section 5 hereof, the term of this Agreement shall be extended automatically so that it will expire no less than three (3) years beyond the effective date of the Change in Control, subject to extensions as set forth in Section 2(a) hereof. (c) 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, including activities and duties related to the Executive Positions. Notwithstanding the preceding sentence, subject to the approval of the Board of Directors, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case the service will not materially interfere with the performance of his duties under this 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. (e) Failure of Transaction to Close. This Agreement shall become null and 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 have no further force and effect upon the Effective Date of this Agreement. If the transactions contemplated by the Merger Agreement do not occur pursuant to Sections 3(e)(i) or 3(e)(ii) hereof and, therefore this Agreement does not become effective, then the Prior Agreement shall continue in accordance with it terms. View More