During the Employment Period. (i) Executive shall devote Executive's full time and energy solely and exclusively to the performance of Executive's duties described herein, except during periods of illness or vacation periods.
During the Employment Period. (a) Executive shall be paid a base salary (“Annual Base Salary”) as follows:
During the Employment Period. (i) except as specifically provided herein, the Executive shall be entitled to participate in all savings and retirement plans, practices, policies and programs of the Company which are made available generally to other executive officers of the Company, and (ii) except as specifically provided herein, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Company which are made available generally to other executive officers of the Company (for the avoidance of doubt, such plans, practices, policies or programs shall not include any plan, practice, policy or program which provides benefits in the nature of severance or continuation pay).
During the Employment Period. (as ---------- hereinafter defined), the Company shall employ Employee, and Employee shall accept employment with the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.
During the Employment Period. (i) Donegal Mutual agrees to continue to employ Executive, and Executive agrees to continue Executive’s employment as, the of Donegal Mutual and (ii) DGI agrees to continue to employ Executive, and Executive agrees to continue Executive’s employment as, the of DGI, with the positions described in clauses (i) and (ii) collectively referred to in this Agreement as the “Position,” in accordance with the terms and subject to the conditions this Agreement sets forth. Donegal Mutual and DGI shall be jointly and severally liable to Executive with respect to (i) all liabilities of Donegal Mutual to Executive under this Agreement and (ii) all liabilities of DGI to Executive under this Agreement; provided, however, that Donegal Mutual shall not be responsible for any liability of DGI to Executive to the extent that DGI has discharged such liability, and DGI shall not be responsible for any liability of Donegal Mutual to Executive to the extent that Donegal Mutual has discharged such liability. Executive shall serve in the Position and in such capacity and shall have the normal duties, responsibilities, functions and authority consistent with the Position, subject to the power and authority of the respective board of directors of Donegal Mutual and DGI (together, the “Boards”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Employers. During the Employment Period, Executive shall render such services to the Employers which are consistent with the Position and as the President and Chief Executive Officer and/or as either of the Boards may from time to time direct.
During the Employment Period the Executive shall promptly disclose, and hereby grant and assign to the Company for its sole use and benefit any and all inventions, improvements, technical information and suggestions reasonably relating to the business of the Company or any of its subsidiaries (collectively, the "Inventions") which the Executive may develop or acquire during the Employment Period (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the Inventions. In connection therewith, (a) the Executive shall, at the expense of the Company (including a reasonable payment based on the Executive's last per diem earnings with the Company) for the time involved if the Executive is not then in the Company's or any of its subsidiaries' employ, promptly execute and deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to the Inventions and any patent applications, patents, copyrights, reissues or other proprietary rights related thereto in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world, and (b) the Executive shall render to the Company, at its expense (including a reasonable payment based on the Executive's last per diem earnings with the Company) for the time involved if the Executive is not then in the Company's or any of its subsidiaries' employ, such reasonable assistance as the Company may require in the prosecution of applications for said patents, copyrights, reissues or other proprietary rights, in the prosecution or defense of interferences which may be declared involving any said applications, patents, copyrights or other proprietary rights and in any litigation in which the Company or any of its subsidiaries may be involved relating to the Inventions.
During the Employment Period. (i) the Executive shall be entitled to participate in all stock incentive, savings and retirement plans, practices, policies and programs of the Company to the same extent as made available to other key executives as a group; and (ii) the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life insurance, group life insurance, accidental death and travel accident insurance plans and programs) to the same extent as made available to other key executives as a group.
During the Employment Period. (i) the Executive shall be entitled to participate in any short-term and long-term incentive programs established and/or maintained by the Company for its senior level executives generally; (ii) the Executive shall be entitled to continue to participate in all incentive, savings and retirement plans, practices, policies and programs of the Company to at least the same extent as other senior executives of the Company; (iii) the Executive and/or the Executive’s family, as the case may be, shall be eligible for continued participation in, and shall continue to receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Company to at least the same extent as other senior executives of the Company; and (iv) the Executive shall continue to be entitled to, and the Company shall continue to provide the Executive with, not less than the number of weeks of paid vacation during each calendar year to which the Executive is entitled as of the date of this Agreement. In addition to the foregoing, the Executive shall be entitled to annual reimbursement of up to $5,000 per year for tax and financial planning and tax preparation.
During the Employment Period. (a) Executive agrees to serve as Chief Executive Officer of the Company, and to serve in such other positions with the Company and the other members of the Consolidated Group with such other titles as the Board may from time to time determine. Executive shall exercise such powers and comply with and perform such directions and duties in relation to the business and affairs of the Consolidated Group as may from time to time be vested in or requested by the Board and shall use his best efforts to improve and extend the businesses of the Consolidated Group. Executive shall at all times report to, and his activities shall at all times be subject to the direction and control of, the Board.
During the Employment Period the Executive shall devote substantially his full time to the business of the Company, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Board in accordance with the terms of this Agreement, shall use his best efforts to promote and serve the interest of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit, except that the Executive may (i) participate in the activities of professional trade organizations related to the business of the Company and its subsidiaries, (ii) engage in personal investing activities of unrelated businesses and (iii) with the written consent of the Board, which shall not be withheld unreasonably, own up to five (5%) percent of the outstanding capital stock or profits interest of any competing Business, provided that the activities set forth in these clauses (i), (ii) and (iii), either singly or in the aggregate, do not interfere in any material respect with the services to be provided by the Executive hereunder.
