Term Contract Clauses (29,524)

Grouped Into 454 Collections of Similar Clauses From Business Contracts

This page contains Term clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term. The Executive's employment hereunder shall commence effective as of January 1, 2015 and shall continue until terminated on the terms and conditions set forth herein. The Term of this Agreement is hereafter referred to as "the term of this Agreement" or "the term hereof." 3. Capacity and Performance. During the term hereof, Executive shall serve as Chief Accounting Officer of the Company (the "Position"). Executive shall report directly to the Chief Executive Officer. Executive shall have all... powers and duties consistent with his position, subject to the direction and control of the Board and shall perform such other duties and responsibilities on behalf of the Company as may reasonably be designated from time to time by the Board. Executive shall require the approval of the Board to pursue or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the Company. Executive shall devote sufficient time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. Executive shall comply with all written policies of the Company in effect from time to time and shall observe and implement those resolutions and directives of the Board as made or issued from time to time. Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict with the interests of the Company. View More Arrow
Term. The Executive's employment hereunder shall commence effective as of January 1, 2015 the Effective Date and shall continue until terminated on the terms and conditions set forth herein. The Term of this Agreement is hereafter referred to as "the term of this Agreement" or "the term hereof." 3. Capacity and Performance. During the term hereof, Executive shall serve as Chief Accounting Officer Founder and Chairman of the Scientific Advisory Board (the "Position"). In addition, during the term of... this Agreement the Company will recommend to its stockholders that Executive be elected to the Board of Directors of the Company (the "Position"). "Board") at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be elected. Executive shall report directly to the Chief Executive Officer. Board. Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board and shall perform such other duties and responsibilities on behalf of the Company as may reasonably be designated from time to time by the Board. Executive's duties shall not include the day-to-day operations of the Company which shall remain under the control and direction of the Company's Chief Executive Officer. Executive shall require the approval of the Board to pursue or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the Company. Executive shall devote sufficient time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. Executive shall comply with all written policies of the Company in effect from time to time and shall observe and implement those resolutions and directives of the Board as made or issued from time to time. Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict with the interests of the Company. View More Arrow
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Term. The term of this Agreement will commence on the Effective Date hereof and shall continue until terminated by either party in accordance with Section 6 below.
Term. The term of this This Agreement will shall commence on the Effective Date hereof and shall continue until terminated by either party in accordance with Section 6 below. 9.
Term. The Executive shall be employed as an at-will employee. The term of this Agreement will commence on the Effective Date hereof and shall continue until terminated by either party in accordance with Section 6 below.
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Term. The Executive's employment under this Agreement (the "Term") shall commence as of the Effective Date and shall continue for a term of three years unless sooner terminated pursuant to Section 8 of this Agreement. Notwithstanding anything to the contrary contained herein, the provisions of this Agreement governing protection of Confidential Information shall continue in effect as specified in Section 5 hereof and survive the expiration or termination hereof.
Term. The Executive's employment under this Agreement (the "Term") shall commence as of the Effective Date and shall continue for a term of three (3) years unless sooner terminated pursuant to Section 8 of this Agreement. This Agreement shall automatically be renewed for additional six month periods (included in the definition of Term) unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such Term or if terminated for Cause (as defined... below) regardless of timing. Notwithstanding anything to the contrary contained herein, the provisions of this Agreement governing protection of Confidential Information shall continue in effect as specified in Section 5 hereof and survive the expiration or termination hereof. View More Arrow
Term. The Executive's employment under this Agreement (the "Term") shall commence as of the Effective Date and shall continue for a term of three years twelve (12) months unless sooner terminated pursuant to Section 8 6 of this Agreement. Notwithstanding anything to the contrary contained herein, the provisions of this Agreement governing protection of Confidential Information shall continue in effect as specified in Section 5 hereof and survive the expiration or termination hereof.
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Term. a. The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on February 6, 2015 (the "Effective Date") and ending on February 6, 2017, plus (ii) any and all extensions of the initial term made pursuant to this Section 3. b. Commencing on February 6, 2016 and continuing on each February 6th thereafter ("anniversary date"), the disinterested members of the Boards of Directors of the Company and the Bank may extend the Agreement for an additional year,... unless Executive elects not to extend the term of this Agreement by giving proper written notice in accordance with Section 19 of this Agreement. The 1 Compensation Committee of the Board will review the Agreement and Executive's performance annually prior to each anniversary date for purposes of determining whether to recommend an extension of the Agreement to the Boards of Directors of the Company and the Bank. The rationale and results of the Boards' discussions shall be included in the minutes of the Boards' meetings. The Board shall give notice to the Executive as soon as possible after each such review as to whether the Agreement is to be extended. c. 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, the Company and the Executive may mutually agree. d. The Executive serves as a member of the Boards of Directors of the Bank and the Company. The Bank and Company Boards shall undertake every lawful effort to ensure that the Executive continues throughout the term of this Agreement to be elected as a director of the Bank and the Company, provided the Executive remains fit to serve as a director. Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by the parties, the Executive agrees that he shall resign as a director of the Bank and the Company effective immediately after termination of his employment. With respect to the preceding sentence, the Executive agrees that his resignation as a director will be effective as of the date his employment with the Bank and the Company terminates, regardless of whether the Executive submits a formal, written resignation as director. View More Arrow
Term. a. The term of this Agreement shall include: consist of (i) the initial term, consisting of the period commencing on February 6, 2015 2016, (the "Effective Date") and ending on February 6, 2017, 2018, plus (ii) any and all extensions of the initial term made pursuant to this Section 3. b. Commencing on February 6, 2016 2017, and continuing on each February 6th thereafter ("anniversary date"), (the "anniversary date") thereafter, the disinterested members of the Boards of Directors of the... Company and the Bank may extend the Agreement for an additional year, year unless the Executive elects not to extend the term of this Agreement by giving proper written notice in accordance with Section 19 of this Agreement. The 1 Compensation Committee of the Board will review the this Agreement and the Executive's performance annually prior to each anniversary date for purposes of determining whether to recommend an 1 extension of the Agreement to the Boards of Directors of the Company and the Bank. The rationale and results of the Boards' discussions shall be included in the minutes of the Boards' meetings. The Board shall give notice to the Executive as soon as possible after each such review as to whether the Agreement is to be extended. c. 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, the Company and the Executive may mutually agree. d. The Executive serves as a member of the Boards of Directors of the Bank and the Company. The Bank and Company Boards shall undertake every lawful effort to ensure that the Executive continues throughout the term of this Agreement to be elected as a director of the Bank and the Company, provided the Executive remains fit to serve as a director. Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by the parties, the Executive agrees that he shall resign as a director of the Bank and the Company effective immediately after termination of his employment. With respect to the preceding sentence, the Executive agrees that his resignation as a director will be effective as of the date his employment with the Bank and the Company terminates, regardless of whether the Executive submits a formal, written resignation as director. View More Arrow
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Term. Employee's employment under this Agreement shall commence as of the Effective Date hereof and shall continue for an initial term of three (3) years. Upon the expiration of the initial term, this Agreement shall be automatically extended for successive periods of two (2) years (together the "Employment Term").
Term. Employee's employment under this Agreement shall commence as of the Effective Date hereof and shall continue for an initial term of three (3) one (1) years. Upon the expiration of the initial term, this Agreement shall be automatically extended for successive periods of two (2) years one (1) year (together the "Employment Term"). Term"); provided, however, that the term shall not automatically extend and this Agreement shall terminate if either party provides the other party with at least... thirty (30) days' notice of non-renewal prior to the expiration of the then-current term. View More Arrow
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Term. Unless earlier terminated, subject to Section 8 hereof, the Executive's employment will be for an initial term commencing upon the Effective 1 Date and ending on October 1, 2018 (the "Employment Term"), subject to renewal, the terms of which will be negotiated in good faith and agreed upon by both Parties, no less than six months prior to the end of the Employment Term. Without limiting the generality or effect of the foregoing, the Executive will, if applicable, provide the Company with... written notice of the Executive's intent to terminate employment with the Company at least 90 days prior to the effective date of such termination, unless the Supervisor determines in its sole and absolute discretion to shorten any such notice period. The Supervisor may elect to pay the Executive in lieu of any such notice period. View More Arrow
Term. Unless earlier terminated, subject to Section 8 hereof, the Executive's employment will be for an initial term commencing upon the Effective 1 Date and ending on October 1, December 17, 2018 (the "Employment Term"), subject to renewal, the terms of which will be negotiated in good faith and agreed upon by both Parties, no less than six months prior to the end of the Employment Term. 1 Without limiting the generality or effect of the foregoing, the Executive will, if applicable, provide the... Company with written notice of the Executive's intent to terminate employment with the Company at least 90 days prior to the effective date of such termination, unless the Supervisor determines in its sole and absolute discretion to shorten any such notice period. The Supervisor may elect to pay the Executive in lieu of any such notice period. View More Arrow
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Term. The term of employment under this Agreement began on the Effective Date and shall continue until February 29, 2016, subject to prior termination in accordance with the terms hereof (the "Initial Term"). The Initial Term shall be automatically extended for successive additional periods of one (1) year (each such one-year period, an "Additional Term"), unless either party shall have given written notice to the other party of non-extension at least sixty (60) days prior to the end of the Initial... Term or the then applicable Additional Term (any period during which Executive is employed hereunder collectively, the "Employment Term"). View More Arrow
Term. The term of employment under this Agreement began on the Effective Date and shall continue until February 29, October 31, 2016, subject to prior termination in accordance with the terms hereof (the "Initial Term"). The Initial Term shall be automatically extended for successive additional periods of one (1) year (each such one-year period, an "Additional Term"), unless either party shall have given written notice to the other party of non-extension at least sixty (60) days prior to the end of... the Initial Term or the then applicable Additional Term (any period during which Executive is employed hereunder collectively, the "Employment Term"). View More Arrow
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Term. a. Commencement and Expiration Dates. The Lease Term commences on the Commencement Date and expires on the Expiration Date, as set forth in Section 1b. The Commencement Date and Expiration Date shall be adjusted as follows: i. If Tenant requests possession of the Premises prior to the Commencement Date, and Landlord consents, the Commencement Date shall be the date of possession. All Rent (as hereafter defined) and other obligations under this Lease shall begin on the date of possession, but... the Expiration Date shall remain the same; provided, however, that if the Rent Commencement Date set forth in Section 1b is different than the Commencement Date, then the Rent Commencement Date shall be adjusted so as to maintain the same amount of time between the Rent Commencement Date and the earlier Commencement Date, and Tenant's obligation to pay Rent shall begin on the adjusted Rent Commencement Date. ii. If Landlord, for any reason, cannot deliver possession of the Premises to Tenant on the Commencement Date, then the Commencement Date, Expiration Date, and all other dates that may be affected by their change, shall be revised to conform to the date of Landlord's delivery of possession of the Premises to Tenant. Any such delay shall not relieve Tenant of its obligations under this Lease, and neither Landlord nor Landlord's agents shall be liable to Tenant for any loss or damage resulting from the delay in delivery of possession. Notwithstanding the foregoing, in the event Landlord is unable to deliver possession of the Premises within 90 days after the original Commencement Date set forth in Section 1b (excluding any delays resulting from force majeure or caused by Tenant – "Excused Delays"), then Tenant may terminate this Lease by giving notice to Landlord within 100 days of the original Commencement Date (excluding Excused Delays). Tenant may not terminate the Lease, however, if it has taken possession of any part of the Premises. iii. At Landlord's election, the Commencement Date and Expiration Date may be set forth in a Commencement Agreement similar to Exhibit C, attached hereto, to be prepared by Landlord and promptly executed by the parties. b. Delivery of Possession. Unless otherwise specified in the Workletter attached as Lease Addendum Number One, "delivery of possession" of the Premises shall mean the earlier of: (i) the date Landlord has the Premises ready for occupancy by Tenant, or (ii) the date Landlord could have had the Premises ready had there been no delays attributable to Tenant. c. Right to Occupy. Prior to occupancy of the Premises, Tenant's Authorized Representative shall execute an Acceptance of Premises similar to Exhibit D attached hereto, to be prepared by Landlord and executed by the parties. Tenant shall not occupy the Premises until Tenant has complied with all of the following requirements to the extent applicable under the terms of this Lease: (i) delivery of all certificates of insurance, (ii) payment of any required Security Deposit, (iii) execution and delivery of any required Guaranty of Lease, and (iv) if Tenant is an entity, receipt of resolutions depicting the authority of the party/individual signing on behalf of Tenant and a good standing certificate from the State where it was organized and a certificate of authority to do business in the State in which the Premises are located (if different). Tenant's failure to comply with these (or any other conditions precedent to occupancy under the terms of this Lease) shall not delay the Commencement Date. View More Arrow
Term. a. Commencement and Expiration Dates. The Lease Term commences on the Commencement Date and expires on the Expiration Date, as set forth in Section 1b. b. Adjustments to Commencement Date. The Commencement Date and Expiration Date shall be adjusted as follows: i. If Tenant requests possession of the Premises prior to the Commencement Date, and Landlord consents, the Commencement Date shall be the date of delivery of possession. All Rent (as hereafter defined) Subject to any express abatement or... free rent periods set forth in this Lease, all rent and other obligations under this Lease shall begin on the date of delivery of possession, but the Expiration Date shall remain the same; provided, however, that if the Rent Commencement Date set forth in Section 1b is different than the Commencement Date, then the Rent Commencement Date shall be adjusted so as to maintain the same amount of time between the Rent Commencement Date and the earlier Commencement Date, and Tenant's obligation to pay Rent shall begin on the adjusted Rent Commencement Date. same. ii. If Landlord, for any reason, cannot deliver possession of the Premises to Tenant on the Commencement Date, Date determined in accordance with Section 1b, then the Commencement Date, Expiration Date, and all other dates that may be affected by their change, shall be revised to conform to the date of Landlord's delivery of possession of the Premises to Tenant. Any such delay shall not relieve Tenant of its obligations under this Lease, and neither Landlord nor Landlord's agents shall be liable to Tenant for any loss or damage resulting from the delay in delivery of possession. Notwithstanding possession; provided, however, that Tenant shall have no obligation to pay any Rent prior to the foregoing, in the event Landlord is unable to deliver date of Landlord's delivery of possession of the Premises within 90 days after to Tenant in accordance with the original Commencement Date set forth in Section 1b (excluding any terms of this Lease. Any delays to the extent resulting from force majeure or caused by Tenant are hereinafter referred to as "Excused Delays"), then Tenant may terminate this Lease by giving notice to Landlord within 100 days of the original Commencement Date (excluding Excused Delays). Tenant may not terminate the Lease, however, if it has taken possession of any part of the Premises. iii. At Landlord's election, the Commencement Date and Expiration Date may be set forth in a Commencement Agreement similar to Exhibit C, attached hereto, to be prepared by Landlord and promptly executed by the parties. b. Delays". -3- c. Delivery of Possession. Unless otherwise specified in the Workletter Work Letter, if any, attached as Lease Addendum Number One, "delivery of possession" of the Premises shall mean the earlier of: (i) the date Landlord has the Premises ready for occupancy by Tenant, Tenant as evidenced by a permanent or temporary Certificate of Occupancy issued by proper governmental authority, or (ii) the date Landlord could have had the Premises ready had there been no delays Excused Delays attributable to Tenant. c. d. Adjustment of Expiration Date. If the Expiration Date does not occur on the last day of a calendar month, then Landlord shall extend the Term by the number of days necessary to cause the Expiration Date to occur on the last day of the last calendar month of the Term. Tenant shall pay Base Rent and Additional Rent for such additional days at the same rate payable for the portion of the last calendar month immediately preceding such extension. e. Right to Occupy. Prior to occupancy of the Premises, Tenant's Authorized Representative shall execute an Acceptance of Premises similar to Exhibit D attached hereto, to be prepared by Landlord and executed by the parties. Tenant shall not occupy the Premises until Tenant has complied with all of the following requirements to the extent applicable under the terms of this Lease: (i) delivery of all certificates of insurance, (ii) payment of any required Security Deposit, and (iii) execution and delivery of any required Guaranty of Lease, and (iv) if Tenant is an entity, receipt of resolutions depicting the authority of the party/individual signing on behalf of Tenant and a good standing certificate from the State where it was organized and a certificate of authority to do business in the State in which the Premises are located (if different). Tenant's failure to comply with these (or any other conditions precedent to occupancy under the terms of this Lease) shall not delay the Commencement Date. f. Commencement Agreement. The Commencement Date, Term, and Expiration Date may be set forth in a Commencement Agreement similar in form to Exhibit C, attached hereto, to be prepared by Landlord and, subject to Tenant's review and reasonable approval, executed by the parties. View More Arrow
Term. a. Commencement and Expiration Dates. The Lease Term commences on the Commencement Date and expires on the Expiration Date, as set forth in Section 1b. The Commencement Date and Expiration Date shall be adjusted as follows: i. If Tenant requests possession of the Premises prior to the Commencement Date, and Landlord consents, the Commencement Date shall be the date of possession. All Rent (as hereafter defined) and other obligations under this Lease shall begin on the date of possession, Operation Date, but the Expiration Date shall remain the same; provided, however, that if the Rent Commencement Date set forth in Section 1b is different than the Commencement Date, then the Rent Commencement Date shall be adjusted so as to maintain the same amount of time between the Rent Commencement Date and the earlier Commencement Operation Date, and Tenant's obligation to pay Rent shall begin on the adjusted Rent Commencement Date. ii. If ii.If Landlord, for any reason, cannot deliver possession of the Premises to Tenant on by March 1, 2017, and the substantial completion of the Tenant Improvements is delayed beyond the Commencement Date, Date set forth in Section 1b directly as a result, then the Commencement Date, Expiration Date, and all other dates that may be affected by their change, shall be revised adjusted to conform to account for Landlord's delay in the date of Landlord's delivery of possession of the Premises to Tenant. Any such delay shall not relieve Tenant of its obligations under this Lease, and neither Landlord nor Landlord's agents shall be liable to Tenant for any loss or damage resulting from the delay in delivery of possession. Notwithstanding the foregoing, in the event Landlord is unable to deliver possession of the Premises within 90 days after the original Commencement Date set forth in Section 1b (excluding any delays resulting from force majeure on or caused by Tenant – "Excused Delays"), before July 1, 2017 (the "Outside Delivery Date"), then Tenant thereafter may terminate this Lease by giving notice to Landlord; provided, however, Tenant will be deemed to have waived its right to terminate the Lease pursuant to this provision if Landlord within 100 days delivers possession of the original Commencement Premises to Tenant prior to Tenant's delivery of its termination notice to Landlord. Notwithstanding the foregoing, the Outside Delivery Date (excluding Excused Delays). Tenant may not terminate the Lease, however, if it has taken possession of will be extended on a day-for-day basis due to any part of the Premises. iii. At delays resulting from force majeure or delays caused by Tenant. iii.At Landlord's election, the Commencement Date and Expiration Date may be set forth in a Commencement Agreement similar to Exhibit C, attached hereto, to be prepared by Landlord and promptly executed by the parties. b. Delivery If the Expiration Date does not occur on the last day of a calendar month, then Landlord, at its option, may extend the Term by the number of days necessary to cause the Expiration Date to occur on the last day of the last calendar month of the Term. Tenant shall pay Base Rent and Additional Rent for such additional days at the same rate payable for the portion of the last calendar month immediately preceding such extension. b.Delivery of Possession. Unless otherwise specified in the Workletter Work Letter attached hereto as Lease Addendum Number One, Exhibit A-1, "delivery of possession" of the Premises shall mean the earlier of: (i) the date Landlord has the Premises ready for occupancy by Tenant, Tenant; or (ii) the date Landlord could have had the Premises ready had there been no delays attributable to Tenant. c. Right c.Right to Occupy. Prior to occupancy of the Premises, Tenant's Authorized Representative shall execute an Acceptance of Premises similar to Exhibit D attached hereto, to be prepared by Landlord and executed by the parties. Tenant shall not occupy the Premises until Tenant has complied with all of the following requirements to the extent applicable under the terms of this Lease: (i) delivery of all certificates of insurance, insurance; (ii) payment of any required Security Deposit, Deposit; (iii) execution and delivery of any required Guaranty of Lease, Lease; and (iv) if Tenant is an entity, receipt of resolutions depicting the authority of the party/individual signing on behalf of Tenant and a good standing certificate from the State where it was organized and a certificate of authority to do business in the State in which the Premises are located (if different). is located. Tenant's failure to comply with these (or any other conditions precedent to occupancy under the terms of this Lease) shall not delay the Commencement Date. View More Arrow
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Term. The term of this Agreement (the "Term") shall become effective as of the Effective Date and shall remain in effect until the earliest of: (a) the Employee's Termination of Employment, regardless of the manner in which it was effected, prior to the effective date of a Change in Control; (b) the conclusion of the Post-Change in Control Period, provided there has been no Qualifying Termination of Employment prior thereto; (c) a termination pursuant to Section 13; (d) the expiration date specified... in a written notice (the "Expiration Notice") provided to the Employee by the Company; provided, however, that such expiration date must be at least 90 days following the date of the Expiration Notice; provided, further, that the Company may not provide an Expiration Notice following, or in anticipation of, a Change in Control; or (e) the date on which all amounts that may be payable to the Employee pursuant to Section 1 have been paid in connection with a Qualifying Termination of Employment. View More Arrow
Term. The term of this Agreement (the "Term") shall become effective as of the Effective Date and shall remain in effect until the earliest of: (a) the - 6 – (a)the Employee's Termination of Employment, regardless of the manner in which it was effected, prior to the effective date of a Change in Control; (b) the (b)the conclusion of the Post-Change in Control Period, provided there has been no Qualifying Termination of Employment prior thereto; (c) a (c)a termination pursuant to Section 13; (d) the... expiration date specified in a written notice (the "Expiration Notice") provided to the Employee by the Company; provided, however, that such expiration date must be at least 90 days following the date of the Expiration Notice; provided, further, that the Company may not provide an Expiration Notice following, or in anticipation of, a Change in Control; or (e) the (d)the date on which all amounts that may be payable to the Employee pursuant to Section 1 have been paid in connection with a Qualifying Termination of Employment. View More Arrow
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Term. This Agreement is effective as of January 1, 2015 and will expire on December 31, 2017 (the "Initial Three Year Term"); provided that on and after January 1, 2017 (the second anniversary of this Agreement) the Initial Three Year Term shall be automatically extended by one day on each day that passes while you are employed pursuant to this Agreement (including any day after the end of the Initial Three Year Term) so that there will always be one year remaining in the term of this Agreement (the... Initial Three Year Term and any extended term of this Agreement is referred to as the "Employment Period"). In the event of the termination of your employment for any reason after January 1, 2017 when the automatic one-day extensions begin, the automatic one-day extensions shall cease as of your last day of employment pursuant to this Agreement. At any time on or after January 1, 2017, the Company may give you written notice that the Employment Period will not be extended on a daily basis ("Nonrenewal Notice"), in which case this Agreement will terminate one year after the date of the Nonrenewal Notice, but not before the completion of the Initial Three Year Term, or such later date as may be specified in the Nonrenewal Notice. Notwithstanding anything in this Agreement to the contrary, this Agreement will automatically terminate on the first day of the month immediately following the month in which you turn seventy (70). The last day of the Employment Period is sometimes referred to in this Agreement as the "Expiration Date." 3. Compensation. (a) Base Salary. During the Employment Period, you shall receive for your services an annual base salary (the "Base Salary") in an amount to be determined by the Company in accordance with the salary administration program of the Company as it may from time to time be in effect. The Base Salary will be reviewed annually and may be adjusted upward or downward in the sole discretion of the Human Resources and Compensation Committee or the Board of Directors of the Company. The initial Base Salary will be $230,000. In no event will the Base Salary be less than $230,000 during the Employment Period. (b) Short-Term and Long-Term Incentives. During the Employment Period, you may participate in such short-term and/or long-term cash and/or equity incentive plan(s) in such manner and subject to such terms and conditions as the Compensation Committee or the Board of Directors of the Company, in its sole discretion, may determine. An annual bonus, if any, will be paid within two and a half months after the end of the applicable year. To be eligible to receive any bonus, you must be employed by the Company on the date such bonus is paid, unless you have retired in accordance with the Company's retirement policy after the date on which you were deemed to have earned any bonus under the applicable bonus or incentive plan. View More Arrow
Term. This Agreement is effective as of January 1, 2015 the date of this Agreement written above and will expire on December 31, 2017 2019 (the "Initial Three Year Term"); provided that on and after January 1, 2017 2019 (the second calendar year anniversary of this Agreement) the Initial Three Year Term shall be automatically extended by one day on each day that passes while you are employed pursuant to this Agreement (including any day after the end of the Initial Three Year Term) so that there will... always be one year remaining in the term of this Agreement (the Initial Three Year Term and any extended term of this Agreement is referred to as the "Employment Period"). In the event of the termination of your employment for any reason after January 1, 2017 2019 when the automatic one-day extensions begin, the automatic one-day extensions shall cease as of your last day of employment pursuant to this Agreement. At any time on or after January 1, 2017, 2019, the Company Bank may give you written notice that the Employment Period will not be extended on a daily basis ("Nonrenewal Notice"), in which case this Agreement will terminate one year after the date of the Nonrenewal Notice, but not before the completion of the Initial Three Year Term, or such later date as may be specified in the Nonrenewal Notice. Notwithstanding anything in this Agreement to the contrary, this Agreement will automatically terminate on the first day of the month immediately following the month in which you turn seventy (70). The last day of the Employment Period is sometimes referred to in this Agreement as the "Expiration Date." 3. Compensation. (a) Base Salary. During the Employment Period, you shall receive for your services an annual base salary (the "Base Salary") in an amount to be determined by the Company Bank in accordance with the salary administration program of the Company Bank as it may from time to time be in effect. The Base Salary will be reviewed annually and may be adjusted upward or downward in the sole discretion of the Human Resources and Compensation Committee (the "Compensation Committee") or the Board of Directors of the Company. Bank. The initial Base Salary will be $230,000. $225,000. In no event will the Base Salary be less than $230,000 $225,000 during the Employment Period. (b) Short-Term and Long-Term Incentives. During the Employment Period, Period and beginning for the 2017 calendar year, you may participate in such short-term and/or long-term cash and/or equity incentive plan(s) in such manner and subject to such terms and conditions as the Compensation Committee or the Board of Directors of the Company, Bank, in its sole discretion, may determine. An annual bonus, if any, will be paid within two and a half months after the end of the applicable year. To be eligible to receive any bonus, you must be employed by the Company Bank on the date such bonus is paid, unless you have retired in accordance with the Company's Bank's retirement policy after the date on which you were deemed to have earned any bonus under the applicable bonus or incentive plan. (c) Signing Bonus and Stock Award. You will receive a cash signing bonus of $25,000 as soon as practicable after your employment begins. In addition, you will be granted an award of restricted shares of the Company's common stock with a market value of $25,000 as of the grant date pursuant to the Company's Stock Incentive Plan. The award of restricted shares will vest over a three year period, with one-third of the restricted shares vesting on each of the first, second and third anniversaries of the grant date. The restricted stock award will be granted within thirty (30) days after your employment begins. You agree that the entire amount of the cash signing bonus will be subject to clawback by the Bank if you voluntarily terminate your employment without Good Reason (as defined below in Section 5(f)) within one year after your employment begins. View More Arrow
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