Common use of Duties of Employee Clause in Contracts

Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting Bank as may be assigned to Executive from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”)Bank, respectivelyincluding, but not limited to, those duties set forth in Exhibit A. Executive shall be employed as Chief Financial Officer of Corporation and Bank, and shall have hold such powers and duties other titles as may be given to him from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Directors of Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporation, as a member of the Board of Trustees of any other organization or (c) being involved in any other business activity with the prior approval of the Board of Directors of Corporation and the Bank BoardBank. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may be assigned to Executive from time to time be reasonably prescribed by the Board Boards of Directors of HNC and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon be Executive Vice President and Chief Financial Officer of the commencement Bank and HNC, and shall hold such other titles as may be given to him from time to time by the Boards of this Agreement be appointed to the Board Directors of HNC and the Bank Board as a DirectorBank. Executive shall devote his full time, attention and energies to the business of the Corporation HNC and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporation, or (c) being involved in as a member of the Board of Trustees of any other business activity organization, with the prior approval of the Board of Directors of HNC and the Bank BoardBank. The Executive shall not engage in any business or commercial activities, duties or pursuits which that compete with the business or commercial activities of the Corporation HNC, or the Bankany of its subsidiaries or affiliates, nor may the Executive serve as a director or officer or in any other capacity in a company which that competes with the Corporation HNC or the Bankany of its subsidiaries or affiliates.

Duties of Employee. Executive shall serve perform and discharge __________________ well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting Bank as may be assigned to Executive from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectivelyBank. Executive shall be employed as President and Chief Executive Officer of Corporation and Bank, and shall have hold such powers and duties other titles as may be given to him from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Directors of Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporationas a member of the Board of Trustees of any other organization, with the prior approval of the Board of Directors of Corporation and Bank, or (c) being involved in any other business activity with the prior approval of the Board of Directors of Corporation and the Bank BoardBank. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. During the Employment Period (as defined in Section 3 of this Agreement) Executive shall upon serve on the commencement of this Agreement be appointed Bank Board, and the Corporation shall re-nominate Executive for election to the Board and shall recommend such election to shareholders, for any annual meeting of shareholders of the Bank Board as a DirectorCorporation at which the class of directors in which Executive is serving will be elected. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit non‑profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may be assigned to Executive from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer Boards of the Corporation Directors of HNC and the Bank. Executive shall upon be employed as Executive Vice President and Chief Credit Officer of the commencement Bank, and shall hold such other titles as may be given to him from time to time by the Boards of this Agreement be appointed to the Board Directors of HNC and the Bank Board as a DirectorBank. Executive shall devote his full time, attention and energies to the business of the Corporation HNC and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporation, or (c) being involved in as a member of the Board of Trustees of any other business activity organization, with the prior approval of the Board of Directors of HNC and the Bank BoardBank. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the BankHNC, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the BankHNC.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as an executive officer of Corporation and Bank as may be assigned to Executive from time to time by the Boards of Directors of Corporation and Bank and the Chairman, Chief Executive Officer and President of the Corporation, so long as the assignment is consistent with the Executive’s office and duties. Executive shall be employed as Senior Executive Vice President of Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have hold such powers and duties other titles as may be given to him from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer Boards of the Directors of Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporationas a member of the Board of Trustees of any other organization, with the prior approval of the Boards of Directors of Corporation and Bank, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities Boards of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.Directors of

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting Bank as may be assigned to Executive from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectivelyBank. Executive shall be employed as Executive Vice President Mezzanine/Equity Lending of Corporation and Bank, and shall have hold such powers and duties other titles as may be given to him from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Directors of Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporation, as a member of the Board of Trustees of any other organization or (c) being involved in any other business activity with the prior approval of the Board of Directors of Corporation and the Bank BoardBank. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting to the Board of Directors of the Corporation Bank (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation Bank and the Bank its affiliates and subsidiaries during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve as Executive Vice President and Chief Executive Lending Officer and President of the Corporation and the Bank, reporting directly and exclusively to the Board of Directors Chief Executive Officer of the Corporation (the “Board”) and and/or the Bank (each, the “Bank BoardCEO”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the CEO, the Board of Directors of the Corporation (the “Corporation Board”) and the Board of the Directors of the Bank (the “Bank Board” and together with the Corporation Board, the “Boards”), provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Directorposition. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 4 of this Agreement); provided, however, that this Section 2 3 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank BoardBoards. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as an executive officer of the Bank as may be assigned to Executive from time to time by the President and Chief Executive Officer and President of the Corporation Bank. Executive shall be employed as Executive Vice President and Chief Operating Officer of the Bank, reporting and shall hold such other titles as may be given to him from time to time by the President or Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention attention, ability and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as it does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors or Trustee of any non-profit association or corporationcorporation with the prior written approval of the Board of Directors of the Bank, or (c) being involved in any other business activity with the prior written approval of the Board and of Directors of the Bank BoardBank. The Executive shall not engage in any business or commercial activitiesactivities (including investment in an existing or prospective customer), duties or pursuits which compete with the business or commercial activities of the Corporation Bank, its subsidiaries or parent holding company (Codorus Valley Bancorp, Inc. or the Bank, "Corporation") nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve as the President and Chief Executive Officer and President of the Corporation and the Bank, reporting only to the Board of Directors of the Corporation (the “Board”) and the Bank (and shall have supervision and control over, and responsibility for, the “Bank Board”), respectivelygeneral management and operation of the Corporation and the Bank, and shall have such other powers and duties as may from time to time be reasonably prescribed by the Board of Directors of the Corporation and the Bank BoardBank, provided such powers and duties are consistent with the Executive’s position as a senior executive officer of the Corporation and the Bankposition. Executive shall upon the commencement be elected as a member and Chairman of this Agreement be appointed to the Board of Directors of the Corporation, subject to election by shareholders, and appointed as Chairman of the Bank Corporation’s Board as a Directorof Directors. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and of Directors of the Bank BoardCorporation or the Bank. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve as President and Chief Executive Officer and President of the Corporation and the Bank, reporting Company and shall report directly to the Chairman of the Board of Directors of the Corporation (the “Corporation Board”) and the Bank Company (the “Bank Company Board”). Executive shall submit such direct reports as are needed, respectivelyfrom time to time, and shall have such powers and duties as may from time to time be reasonably prescribed by responsible for the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer day-to-day operations of the Corporation and the Bank. Executive Company and shall upon perform all reasonable duties assigned by the commencement of this Agreement be appointed to the Board and the Bank Board as a Directorrespective Board. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank Company during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Corporation Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the BankCompany, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the BankCompany.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may be assigned to Executive from time to time be reasonably prescribed by the Board Boards of Directors of HNC and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon be Executive Vice President and Chief Credit Officer of the commencement Bank and HNC, and shall hold such other titles as may be given to him from time to time by the Boards of this Agreement be appointed to the Board Directors of HNC and the Bank Board as a DirectorBank. Executive shall devote his full time, attention and energies to the business of the Corporation HNC and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporation, or (c) being involved in as a member of the Board of Trustees of any other business activity organization, with the prior approval of the Board of Directors of HNC and the Bank BoardBank. The Executive shall not engage in any business or commercial activities, duties or pursuits which that compete with the business or commercial activities of the Corporation HNC, or the Bankany of its subsidiaries or affiliates, nor may the Executive serve as a director or officer or in any other capacity in a company which that competes with the Corporation HNC or the Bankany of its subsidiaries or affiliates.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief an executive officer of Corporation and Bank as may be assigned to Executive Officer from time to time by the Board of Directors of Corporation and Bank and the Chairman and President of the Corporation so long as the assignment is consistent with the Executive's office and the duties. Executive shall be employed as Executive Vice President of Corporation and President and Chief Executive Officer of Bank, reporting and shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from 2 (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporationas a member of the Board of Trustees of any other organization, with the prior approval of the Board of Directors of Corporation and Bank, or (c) being involved in any other business activity with the prior approval of the Board of Directors of Corporation and the Bank BoardBank. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation Bank and the Bank, reporting HNC as may be assigned to Executive from time to time by the Board of Directors of the Corporation (the “Board”) Bank and HNC. Executive shall be Senior Vice President and Chief Financial Officer of the Bank (the “Bank Board”), respectivelyand HNC, and shall have hold such powers and duties other titles as may be given to him from time to time be reasonably prescribed by the Board and of Directors of the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a DirectorHNC. Executive shall devote his full time, attention and energies to the business of the Corporation Bank and the Bank HNC during the Employment Period (as defined in Section 3 of this Agreement); provided, provided however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporation, or (c) being involved in as a member of the Board of Trustees of any other business activity organization, with the prior approval of the Board and of Directors of the Bank Boardand HNC. The Executive shall not engage in any business or commercial activities, duties or pursuits which that compete with the business or commercial activities of the Corporation HNC, or the Bankany of its subsidiaries or affiliates, nor may the Executive serve as a director or officer or in any other capacity in a company which that competes with the Corporation HNC or the Bankany of its subsidiaries or affiliates.

Duties of Employee. Executive shall serve as Interim President and Interim Chief Executive Officer and President of the Corporation and the Bank, reporting Company and shall report directly to the Board of Directors of the Corporation (the “Corporation Board”) and the Bank Company (the “Bank Company Board” and collectively with the Corporation Board, the “Board”). Executive shall submit such direct reports as are needed, respectivelyfrom time to time, and shall have such powers and duties as may from time to time be reasonably prescribed by responsible for the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer day-to-day operations of the Corporation and the Bank. Executive Company and shall upon perform all reasonable duties assigned by the commencement of this Agreement be appointed to the Board and the Bank Board as a Directorrespective Board. Executive shall devote his her full time, attention and energies to the business of the Corporation and the Bank Company during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Corporation Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the BankCompany, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the BankCompany.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank as may be assigned to Executive from time to time by the Chairman of the Board of the Corporation and/or the Bank. Executive shall be appointed as a member of the Board of Directors of the Bank and shall be employed as Executive Vice President and Chief Operating Officer of Corporation and the Bank, reporting and shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and or the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention attention, ability and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as it does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association or corporationcorporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written approval of the Audit Committee of the Board of Directors of the Bank, or (c) being involved in any other business activity with the prior written approval of the Board and of Directors of the Bank BoardBank. The Executive shall not engage in any business or commercial activitiesactivities (including investment in an existing or prospective customer), duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, or their respective subsidiaries nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation Corporation, the Bank or the Banktheir respective subsidiaries.