Common use of Duties and Authority Clause in Contracts

Duties and Authority. (a) During the Term of Employment, Executive shall serve as Bank's President and Chief Operating Officer. Executive shall perform in a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following: (i) Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank; (ii) Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business operations of Bank and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change his domicile from San Diego County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulations.

Duties and Authority. (a) During the Term of Employment, Executive shall serve as Bank's President and Chief Operating Officer. Executive Employee shall perform all duties of the City Administrator as set forth in a professional manner city ordinances, the authorized job description attached hereto and customary incorporated herein as Exhibit A, City’s Personnel/Operating Policies, and other legally permissible and proper duties and functions as assigned by Employer, subject to any limitations set forth in this Section. A. Employee shall be the City Administrator, functioning as the chief operating officer of the Employer, under the direction and supervision of the Mayor, and faithfully perform Employee’s lawfully prescribed and assigned duties with reasonable care, diligence, skill, and expertise in compliance with all applicable, lawful governing body directives; state, local, and federal laws; and Employer policies, rules, and ordinances as they exist or may hereafter be amended. B. Except as may be provided otherwise by applicable law, regulation, or Employer’s agreement with any other person, Employee and the Mayor shall establish written protocols for the positions supervisory and managerial authority and responsibility to hire, direct, assign, reassign, evaluate, change the terms and conditions of employment, and terminate the employment of all other employees of Employer consistent with the policies and ordinances of the Employer, which authority may be delegated by Employee to such other reasonable duties employees as Employee deems appropriate. C. Except as may be provided otherwise by applicable law, regulation, or Employer’s agreement with any other person, Employee shall have the authority to establish internal regulations, rules, and responsibilities as procedures which the Board Employee deems necessary for the efficient and effective operation of Directors the Employer. D. Employee shall attend and be permitted to attend, whether personally or through a designee of Bank and/or Company (Employee’s choosing, all meetings of Employer’s governing body, both public and closed, with the term "Board exception of Directors" as used in those closed meetings devoted to the subject of this Agreement shall mean Agreement, or any amendment thereto, or the Board of Directors of BankEmployee’s evaluation, unless specifically stated otherwise) may assign to Executive from time to timeotherwise provided by applicable law, in writing, which duties shall include, but not be limited to the following: (i) Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank; (ii) Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholdersregulation, or it's Board of DirectorsEmployer’s agreement with any other person. (b) Notwithstanding the provisions E. Employer agrees to promptly communicate and provide Employee a reasonable opportunity to cure all substantive criticisms, complaints, and suggestions with respect to Employee’s performance of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time services pursuant to time by Bank at its discretion. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of EmploymentF. Except as may be provided otherwise by applicable law, Executive regulation, or this Agreement, Employee shall devote Executive's best efforts and entire productive timecarry out Employer’s lawful policy directives, ability and attention to the business operations of Bank and Companygoals, and shall notobjectives, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort communicated to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established Employee by the Board of Directors. Executive shall not be required to change his domicile from San Diego CountyMayor and Council, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority while presenting information and recommendations that has the effect of violating any federal, state or local laws or regulationsallow for fully informed policy decisions that both address immediate needs and anticipate future conditions.

Duties and Authority. (a) During the Term of Employment, Executive shall serve as Bank's Executive Vice President and Chief Operating OfficerCredit Officer of the Bank and the Company. Executive shall perform in a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following: (i) Executive shall oversee all lending functions of the daily operation of Company and Bank and all subsidiary lending activities related to and controlled by BankBank and Company; (ii) Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business lending operations of Bank and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank.B. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems deem appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank and/or Board of Directors as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change his domicile from San Diego County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulations.

Duties and Authority. (a) 2.1 During the Term term of Employmenthis employment hereunder the Employee shall devote substantially all of his time and energies to the business and affairs of the Corporation. The Employee agrees to use his best efforts, Executive shall skill and abilities to promote the Corporation's interests; to serve as Bank's President a director and Chief Operating Officer. Executive shall officer of the Corporation and any of its subsidiary corporations if elected by the Board of Directors or stockholders of the Corporation and any such subsidiary corporation; and to perform such duties (consistent with his status as set forth below in a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities this Paragraph 2 as may be assigned to him by the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following: (i) Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank; (ii) Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of DirectorsCorporation. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business operations of Bank and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject 2.2 Subject to the direction and control of the Corporation's Board of Directors, and all acts of Executive in the performance of his duties hereunder Employee shall be carried out in conformity with the policiesChairman, directions Chief Executive Officer and limitations Secretary of the Corporation. The Employee will perform his services subject only to the direction and control of the Corporation's Board of Directors and will report only to the Corporation's Board of Directors. 2.3 The Corporation's management will recommend to its Board of Directors that so long as from time to time established the Employee's employment by the Corporation continues (i) the Employee be nominated for election as a director at each meeting of stockholders held for an election of directors; (ii) the Employee be elected as Chairman and Chief Executive Officer of the Corporation by the Board of Directors. Directors at its first meeting following the execution of this Agreement, and that the Employee be elected Chairman and Chief Executive Officer of the Corporation at each meeting of directors thereafter called therefor; (iii) if the Board of Directors of the Corporation shall appoint an Executive Committee, the Employee be elected to serve as a member of such committee; and (iv) the Corporation shall not be required confer on any other officer or employee, except its president, authority, responsibility or powers superior or equal to change his domicile from San Diego Countythe authority, California responsibility or powers vested in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulationsEmployee.

Duties and Authority. (a) During the Term of Employment, the Executive -------------------- shall serve as an Executive Vice President with the functions of chief operating officer and chief financial officer of the Company, and if elected or appointed by the applicable board of directors, the Executive shall serve as Bank's President and Chief Operating Officer. Executive shall perform in a professional manner an officer or officers of any subsidiary of the authorized and customary duties for Company or as such additional officers of the positions and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) or any affiliate to which he may assign to Executive be elected or appointed from time to time, without any compensation other than that provided for in writingthis Agreement, which provided that such elections or appointments are reasonable in nature and do not materially expand the scope of the duties required of the Executive herein. Any material expansion of the Executives duties beyond those defined herein shall includebe upon terms and conditions, including but not be limited to additional compensation to the following: (i) Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank; (ii) Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and Executive, mutually approved by the Board of Directors, assuming such projections Executive and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretionCompany. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention subject to the business operations direction, supervision and control of Bank the President and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of lawsthe Company (the "Board"), regulations, policies and procedures that affect Bank, Company and their operations. the Executive shall serve on such committees perform the duties and have the powers and authority which are consistent with and generally of Bank the nature delegated and granted to an Executive Vice President and functions of chief operating officer and chief financial officer of a financial services company as may be provided in the Bylaws of the Company or determined by the Board of Directors may determine from time to time. , and Executive shall at all times perform such other duties and have such other powers and authority as may be subject to prescribed by the direction President and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board time; and provided that such Executive's position of Directors. Executive shall Vice President functioning as chief operating officer and chief financial officer does not be required to change his domicile from San Diego County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating violate any federal, state or local laws or regulations. The duties of the Executive as of the date hereof are generally described in Exhibit A, attached hereto and made a part of this Agreement, but which duties are subject to revision by the Board of Directors or amendments to the Bylaws of the Company time to time; and further provided that the President or the Board may, in their sole discretion, withhold, withdraw, retain or reassign any of the authority and responsibility initially delegated to the Executive pursuant to this Agreement, if either the President or the Board shall determine, in their sole discretion, and for any reason whatsoever, that it would be in the best interest of the Company for some of the duties delegated to the Executive to be performed by the President or the Board or delegated to or among one or more other executive officers of the Company, including but not limited to a determination that the functions and duties of chief financial officer and chief operating officer should be separately delegated to more than one person.

Duties and Authority. (a) During the Term of Employment(as defined in Section 2 below), the Company agrees to employ Executive shall serve as Bank's President and Chief Operating OfficerOfficer of the Company, and Executive accepts and agrees to such employment. During the Executive's employment, Executive shall perform in be a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities as member of the Board of Directors of Bank and/or the Company, Ticketmaster Online-City Search Inc. ("TMCS"), and any other subsidiary of the Company (whose shares are publicly traded. Executive shall resign from each of such board memberships upon his termination of employment. During the term "Board Executive's employment, Executive shall also serve as a member of Directors" as used in this Agreement shall mean the Executive Committee of the Board of Directors of Bankthe Company. Except as may be provided herein, unless specifically stated otherwise) may assign Executive agrees to Executive from time to devote all of his working time, in writing, which attention and duties shall include, but not be limited to the following: (i) business of the Company. Under the direction of the Chairman and Chief Executive Officer of the Company, Executive shall oversee be responsible for the daily operation business, affairs, properties and operations of Bank all operating units of the Company other than publicly-traded subsidiaries, including operating units acquired after the Effective Date that are consistent in size and all subsidiary activities related scope with the Company's existing operating units for which Executive will be responsible, except with respect to such operating units where by prior contractual obligations such units need not report to Xxxxx, and controlled such other business and affairs as the parties may mutually agree. The Company's Chairman and Chief Executive Officer shall reasonably attempt in good faith to eliminate such prior contractual obligations by Bank; (ii) modifying such contracts. Executive shall carry out have general executive charge, management and implement control over such operating units which will report to Executive, with all proper directions such powers and instructions of the Board of Directors that conform authority with reasonable respect to such business, affairs, properties and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so operations as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time reasonably incident to time by Bank at its discretion. Upon changes and modifications to Executive's such duties and responsibilities; PROVIDED, that Executive shall not be responsible for any corporate functions for any such unit other than public relations and administration. During Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of EmploymentCompany, Executive shall devote Executive's best efforts and entire productive time, ability and attention report directly to the business operations Chairman and Chief Executive Officer of Bank and the Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, have such powers and duties with diligence and respect to the best of Executive's ability, experience, and talent, perform all the duties that Company as may reasonably be required of and from Executive pursuant assigned to the express and implicit terms hereof to the reasonable satisfaction of Bank. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established him by the Board or the Chairman and Chief Executive Officer, to the extent consistent with his position and status as set forth above. Executive's principal place of Directors. Executive employment shall not be required to change his domicile from San Diego County, California the Company's offices in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulationsNew York City.

Duties and Authority. (a) 2.1 During the Term Term, the Employee shall devote his full time and efforts to fulfill his obligations hereunder, with the understanding that the Employee may participate in charitable and civic activities and have business investments which may, from time to time, require minor portions of Employmenthis time but shall not interfere with his obligations hereunder. The Employee agrees to use his best efforts, Executive shall skill and abilities to promote the Corporation's interests; to serve as Bank's President a director and Chief Operating Officer. Executive shall perform in a professional manner officer of the authorized Corporation and customary duties for the positions and such other reasonable duties and responsibilities as any of its subsidiary corporations if elected by the Board of Directors of Bank and/or Company the Corporation (the term "Board Board") or stockholders of Directors" the Corporation and any such subsidiary corporation; and to perform such duties (consistent with his status as used set forth below in this Agreement shall mean Section 2) as may be assigned to him by the Board of Directors of Bank, unless specifically stated otherwise) Board. The Employee may assign continue to Executive from time to time, in writing, which duties shall include, but not be limited to the following: (i) Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank; (ii) Executive shall carry out and implement all proper directions and instructions serve as a member of the Board boards of Directors that conform with reasonable directors of business corporations of which he is now a member and sound banking practices;may serve as a member of the boards of directors of other business corporations. (iii) Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets 2.2 The Employee shall be reasonable the Vice Chairman and realistically attainable under Chief Executive Officer of the conditions which then exist both Corporation and shall be in bank charge of the business, affairs and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business operations of Bank and Company, and the Corporation. The Employee shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of perform his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be services subject only to the direction and control of the Board (which direction and control shall be such as is customarily exercised over a chief executive officer) and shall report only to the Board. 2.3 The Corporation shall, for so long as the Employee's employment by the Corporation continues, use its best efforts to (i) cause the Employee to be nominated for election as a director and Vice Chairman of Directorsthe Corporation at each meeting of stockholders held for an election of directors; (ii) cause the Employee to be continued in office as Vice Chairman and Chief Executive Officer of the Corporation once so elected; (iii) cause the Employee to be elected to serve as a member and Vice Chairman of an Executive Committee so long as the Board shall appoint an Executive Committee; and (iv) not confer on any other officer or employee authority, and all acts of Executive responsibility or powers superior or equal to the authority, responsibility or powers vested in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change his domicile from San Diego County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulationsEmployee.

Duties and Authority. (a) During the Term of Employment(as defined in Section 2 below), the Company agrees to employ Executive shall serve as Bank's President and Chief Operating OfficerOfficer of the Company, and Executive accepts and agrees to such employment. During the Executive's employment, Executive shall perform in be a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities as member of the Board of Directors of Bank and/or the Company, Ticketmaster Online-City Search Inc. ("TMCS"), and any other subsidiary of the Company (whose shares are publicly traded. Executive shall resign from each of such board memberships upon his termination of employment. During the term "Board Executive's employment, Executive shall also serve as a member of Directors" as used in this Agreement shall mean the Executive Committee of the Board of Directors of Bankthe Company. Except as may be provided herein, unless specifically stated otherwise) may assign Executive agrees to Executive from time to devote all of his working time, in writing, which attention and duties shall include, but not be limited to the following: (i) business of the Company. Under the direction of the Chairman and Chief Executive Officer of the Company, Executive shall oversee be responsible for the daily operation business, affairs, properties and operations of Bank all operating units of the Company other than publicly-traded subsidiaries, including operating units acquired after the Effective Date that are consistent in size and all subsidiary activities related scope with the Company's existing operating units for which Executive will be responsible, except with respect to such operating units where by prior contractual obligations such units need not report to Bakex, xxd such other business and controlled affairs as the parties may mutually agree. The Company's Chairman and Chief Executive Officer shall reasonably attempt in good faith to eliminate such prior contractual obligations by Bank; (ii) modifying such contracts. Executive shall carry out have general executive charge, management and implement control over such operating units which will report to Executive, with all proper directions such powers and instructions of the Board of Directors that conform authority with reasonable respect to such business, affairs, properties and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so operations as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time reasonably incident to time by Bank at its discretion. Upon changes and modifications to Executive's such duties and responsibilities; provided, that Executive shall not be responsible for any corporate functions for any such unit other than public relations and administration. During Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of EmploymentCompany, Executive shall devote Executive's best efforts and entire productive time, ability and attention report directly to the business operations Chairman and Chief Executive Officer of Bank and the Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, have such powers and duties with diligence and respect to the best of Executive's ability, experience, and talent, perform all the duties that Company as may reasonably be required of and from Executive pursuant assigned to the express and implicit terms hereof to the reasonable satisfaction of Bank. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change his domicile from San Diego County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulations.him by

Duties and Authority. (a) During the Term of EmploymentEmployment Period, Executive shall serve as Bank's President and Chief Operating Officer. Executive shall perform in a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following: (i) Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank; (ii) Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (c) During the Term of Employment, Executive Employee shall devote Executive's best efforts and entire all his productive time, ability and attention to the business operations and affairs of Bank the Holding Company and Companyits subsidiaries, notwithstanding that, Employee shall not directly render service of a business, commercial or professional nature to any other person or organization other than the Holding Company and shall not, its subsidiaries without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank. (d) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of lawsthe Holding Company (the "Board of Directors"). However, regulationsnothing in this paragraph prohibits Employee from, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as or requires the Board of Directors may determine from time to time. Executive shall at all times be subject approve or consent to Employee serving as an advisor or Board member of a charitable or nonprofit organization or serving as an advisor or director of any corporation which does not compete with the direction and control business of the Board of DirectorsHolding Company, and all acts of Executive in so long as such service does not materially interfere with the performance of employment duties. Employee agrees that during the Employment Period he will use his best efforts, skill and abilities to promote the Holding Company's interests and to serve as the Executive Vice President, Chief Investment Officer and Chief Administrative Officer of the Holding Company. Employee shall perform such customary, appropriate and reasonable executive duties hereunder shall be carried out in conformity with as are normally assigned to the policiesExecutive Vice President, directions Chief Investment Officer and limitations Chief Administrative Officer at other thrift holding companies, including such duties as are delegated to him from time to time established by the Board of Directors. Employee shall report directly to the Holding Company's Chairman and Chief Executive Officer. The Holding Company shall not also cause Employee to be required nominated, and management proxies will be voted to change his domicile from San Diego County, California in connection with elect Employee as a director of both the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has Bank and the effect of violating any federal, state or local laws or regulationsHolding Company during the entire Employment Period.

Duties and Authority. (a) During the Term of Employment, Executive shall serve as Bank's President and Chief Operating Executive Officer. Executive shall perform in a professional manner the authorized and customary duties for the positions position and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following: (i) Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank; (ii) Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices; (iii) Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and (iv) Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors. (b) Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Any changes to duties and responsibilities must remain consistent with the title and role of Chief Executive Officer. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement. (ci) During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business operations of Bank and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank. (dii) Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. These activities will be at the Bank's cost and on its time. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change his domicile from San Diego Orange County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulations.