Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Chief Executive Officer of the Company (the “CEO”), reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote substantially all of his business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliates.
Appears in 1 contract
Duties of Executive. During Executive shall perform and discharge well and faithfully such duties as an executive officer of the Term Corporation and the Bank as may be assigned to Executive from time to time by the Board of Employment, Directors of the Corporation and/or the Bank. Executive shall be employed as President and serve as the Chief Executive Officer of the Company (Corporation and of the “CEO”), reporting directly to the Company’s Board of Directors with Bank and shall hold such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services other titles as may be assigned given to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the BoardBoard of Directors of the Corporation or the Bank. The Executive will report directly to the Board of Directors of the Corporation and the Bank. During the Employment Period (as hereinafter defined), the Corporation shall cause the Executive to be elected to the Board of Directors of the Bank and to nominate the Executive for election as a director on the Board of Directors of the Corporation in connection with each election of directors of the Corporation where his term of office otherwise would expire. Executive shall devote substantially all of his business full time, attention attention, ability and efforts energies to the performance business of his duties under the Corporation and the Bank during the Employment Period (as defined in Section 3(a) of this Agreement); provided, render however, that nothing set forth in this Section 2 shall be construed as preventing Executive from (i) engaging in activities incident or necessary to personal investments so long as no such services to the best of his ability and use his reasonable best efforts to promote the interests investments exceed 5% of the Companyoutstanding shares of any publicly held company, (ii) acting as a member of the Board of Directors of any non-profit association or corporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors of the Bank, or (iii) being involved in any other activity with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios or commercial activities (including investment in connection therewithan existing or prospective customer), during the Term of Employment, including, without limitation, any activity that (i) conflicts duties or pursuits which compete with the interests business or commercial activities of the Company Corporation or its subsidiariesthe Bank, (ii) interferes 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 proper and efficient performance Corporation, the Bank or their respective subsidiaries.”
(b) Section 4(a). Section 4(a) of his duties the Agreement is hereby amended to eliminate therefrom the last sentence of Section 4(a) providing for the Company, or (iii) interferes with the exercise of his judgment certain reductions in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities Annual Base Salary, such amended Section 4(a) to the Company read in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliates.entirety as follows:
Appears in 1 contract
Samples: Employment Agreement (MUNCY COLUMBIA FINANCIAL Corp)
Duties of Executive. During Executive shall perform and discharge well and faithfully such duties as an executive officer of the Term Corporation and the Bank as may be assigned to Executive from time to time by the Board of EmploymentDirectors of Corporation and/or the Bank. Executive shall be employed as Executive Vice President and Chief Financial Officer of the Corporation and of the Bank; and shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation or the Bank; provided, however, that upon the Merger Effective Date, the Executive shall be employed as Executive Vice President and serve as Treasurer of the Corporation and Senior Executive Vice President of Finance and Risk Management of the Bank. Executive will report directly to the President and Chief Executive Officer of the Company (Corporation and the “CEO”)Bank; provided, reporting however, that upon the Merger Effective Date, the Executive will report directly to the Company’s Senior Executive Vice President and Chief Operating Officer of the Corporation and the President and Chief Executive Officer of the Bank. Executive shall devote his full time, 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 investments 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 of Directors with such authority, duties and responsibilities of any non-profit association or corporation or as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by a member of the Board (provided thatof Directors or Trustees of any other such organization, such services shall not materially differ from with the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote substantially all prior written approval of his business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability and use his reasonable best efforts to promote the interests a majority of the Companyindependent members of the Board of Directors of the Bank, or (c) being involved in any other activity with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios or commercial activities (including investment in connection therewithan existing or prospective customer), during the Term of Employment, including, without limitation, any activity that (i) conflicts duties or pursuits which compete with the interests business or commercial activities of the Company Corporation or its subsidiariesthe Bank, (ii) interferes 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 proper and efficient performance of his duties for Corporation, the Company, Bank or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatestheir respective subsidiaries.
Appears in 1 contract
Duties of Executive. During the Term of Employment, the (a) Executive shall be employed perform the duties and serve responsibilities of an Executive Vice President and Chief Financial Officer (hereinafter “CFO”) of the CNA insurance companies as defined and directed by the Company’s Chief Executive Officer of the Company (the hereinafter “CEO”), reporting directly . Executive shall report to the Company’s CEO. Executive may be elected to and shall serve as a member of the Board of Directors of one or more of the CNA insurance companies, and if so elected Executive agrees to serve on such boards in such capacity without additional compensation. Executive further agrees to resign any such position(s) on such Boards upon the termination of his employment with the Company for any reason; provided, however, that nothing in this Agreement shall require that any CNA insurance companies elect Executive to its board of directors. Executive has also been elected as an executive officer of CNA Financial Corporation (“CNAF”), a publicly-traded company that is the indirect parent of the Company, and Executive agrees to serve in such authoritycapacity for the term of this Agreement without additional compensation.
(b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Executive Vice President and CFO, as well as such other specific duties and responsibilities as are commensurate with such position. The the CEO shall assign or designate to Executive shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the Boardnot inconsistent with Executive’s status. The Executive shall devote substantially all of his business time, attention and efforts working time to the performance of his duties under this Agreementas set forth herein and shall not, render such services to without the best of his ability and use his reasonable best efforts to promote the interests prior written consent of the Company. The Executive CEO, accept other employment or render or perform other services, nor shall not engage he have any direct or indirect ownership interest in any other business relating to acquiring rented single family housing and portfolios which is in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts competition with the interests business of the Company or its subsidiariesthe CNA insurance companies, other than in the form of publicly-traded securities constituting less than five percent (ii5%) interferes of the outstanding securities of a corporation (determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, provided that, in the judgment of the CEO, such activities do not materially interfere with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliateshereunder.
Appears in 1 contract
Duties of Executive. During the Term of EmploymentEmployment under this Agreement, the Executive shall be employed and serve as the Chief Executive Officer Senior Vice President, Sales & Business Development of the Company (the “CEO”)Company, reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him the Executive by the Chief Executive Officer, the President, and the Chief Operating Officer of the Company and by the Board of Directors (provided that, such services shall not materially differ from the services currently provided by "Board") of the Executive)Company, and shall exercise such power and authority as may from time to time be delegated to him the Executive by the Board. Without limiting the generality of the foregoing, the Executive duties shall include, among other things, the following: Ensuring that the Company meets and exceeds its targets for revenue through aggressive development of new lists sources, improvement of existing list owner productivity, and sales through all channels (direct, brokers, online resellers and others as they develop). Participating as a member of the Company's senior management team in new product development and implementation strategies. Such general business development activities as the Chief Executive Officer, the President and the Chief Operating Officer may assign from time to time. The Executive acknowledges and agrees that the Company may assign some of the foregoing specific duties to other persons as the Company's management team expands, and that such assignments of duties to other persons will not be viewed by the Executive as constituting a diminution in the Executive's office, title, and duties and responsibilities hereunder as long as the Executive's reporting responsibilities and the business functions of the Company reporting to the Executive remain substantially consistent with the Executive's duties and title as expressed at the inception of this Agreement. The Executive shall devote substantially all of his business time, the Executive's full time and attention and efforts to the performance business and affairs of his duties under this Agreementthe Company, render such services to the best of his ability the Executive's ability, and use his reasonable the Executive's best efforts to promote the interests of the Company. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it It shall not be a breach or violation of this Agreement for the Executive to (xi) serve on corporate, civic, educational civic or charitable boards or committees, (yii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (ziii) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement. Executive agrees to update The Executive's duties will require the Company board after closing any real estate investments and exits of existing real estate invesmtments in Executive's regular presence during normal working hours on business days Monday through Friday at the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatesCompany's principal executive offices, currently located at 000 Xxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, but the Executive's duties will also involve some business travel.
Appears in 1 contract
Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Chief Executive Officer of the Company (the “CEO”), reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall perform and discharge well and faithfully such duties as an executive officer of Peoples and diligently perform all services the Bank as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may Executive from time to time by the Board of Directors of Peoples. The Executive shall be delegated employed as President and Chief Executive Officer of Peoples and the Bank, and shall hold such additional titles as may be given to him from time to time by the BoardBoard of Directors of Peoples, the Bank, and any companies affiliated with Peoples. The Executive shall devote substantially all of his business full time, attention and efforts energies to the performance business of his duties under this AgreementPeoples and its affiliated companies and shall not, render such services to during the best of his ability and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage Employment Period (as defined in Section 3 hereof), be employed or involved in any other business relating to acquiring rented single family housing and portfolios in connection therewithactivity, during whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, however, that this Section 2 shall not be construed as preventing the Term of EmploymentExecutive from (a) investing the Executive's personal assets, including, without limitation, any activity that (ib) conflicts with the interests acting as a member of the Company Board of Directors of any other corporation or as a member of the Board of Trustees of any other organization, provided no such corporation or organization is a direct or indirect competitor of Peoples or any of its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Companyaffiliated companies, or (iiic) interferes being involved in any other activity with the exercise prior approval of his judgment the Board of Directors of Peoples. In the event of any reduction in title or a reduction in the Company’s best interests. Notwithstanding Executive's responsibilities or authority, including such responsibilities and authority as the foregoing or same may be increased at any other provision time during the term of this Agreement, it shall not be a material breach by Peoples or violation the Bank of this Agreement, or the assignment to the Executive of duties inconsistent with the Executive's status as President and Chief Executive Officer of Peoples, then the Executive may resign at any time thereafter during the term of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities prior to the Company occurrence of a Change in Control, in which case Executive shall be entitled to receive the amounts and benefits set forth in Section 7 hereof. If a Change in Control occurs, executive may resign his employment in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatesSections 5 hereof.
Appears in 1 contract
Samples: Employment Agreement (Peoples Financial Services Corp.)
Duties of Executive. (a) Executive shall serve in the capacity of Vice President of Emerging Therapies, and shall be subject to supervision by the CEO of the Company. In such capacity, Executive shall have all necessary powers to discharge her responsibilities. Executive shall have all powers granted by the Bylaws of the Company to a President, as applicable, and Executive shall report to the Chairman of the Company.
(b) During the Term term of Employmentthis Agreement, and thereafter so long as Executive is employed by the Company, Executive shall devote her full business time and effort to the performance of her duties and responsibilities as an officer of the Company. Notwithstanding the foregoing, Executive may spend reasonable amounts of time on personal civic and charitable activities that do not interfere with the performance of her duties and responsibilities to the Company. In addition, Executive may, subject to prior approval by the Board of Directors of the Company, spend reasonable amounts of time serving on boards of directors for other companies or engage in other business activities, provided that such activities do not, in the sound discretion of the Board of Directors of the Company, constitute or create a conflict of interest or adversely affect the Company.
(c) Executive shall observe and comply with the written rules and regulations of the Company respecting its business and shall carry out and perform the directives and policies of the Company as they may from time to time be employed and serve as stated to Executive in writing by the Chief Executive Officer or the Chairman of the Company (the “CEO”), reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Directors.
(d) Executive shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority maintain accurate business records as may from time to time be delegated to him required by the Board. The Executive shall devote substantially all of his business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for Such records may be examined by the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interestsat all reasonable times after written request is delivered to Executive. Notwithstanding the foregoing or any other provision of this Agreement, it Any such document shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities delivered to the Company promptly upon request.
(e) Executive agrees not to solicit or receive any income or other compensation from any third party in accordance connection with her employment with the Company. Executive agrees, upon written request by the Chief Executive Officer, to render an accounting of all transactions relating to her business endeavors during the term of this Agreement. employment hereunder.
(f) Executive’s principal place of work shall be located at 000 Xxxxxx Xxx Nashville, TN 37204
(g) Executive agrees to update travel, at Company expense, as required to perform the Company board after closing any real estate investments duties of the position. The Parties anticipate that a minimum of zero (0), maximum of fifteen (15), and exits average of existing real estate invesmtments in five (5) days each month of domestic and/or international travel will be required to perform the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatesduties of this position.
Appears in 1 contract
Duties of Executive. During the Term of Employment, the (a) Executive shall be employed and serve as the Chief Executive Officer of the Company (and as the “CEO”), reporting directly to Chairman and Chief Executive Officer of the Company’s CNA Insurance Companies and such other subsidiaries of the Company as may be determined by the Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by of the Board Company (provided that, such services shall not materially differ from the services currently provided by the Executive“Board”), and shall exercise continue as a member of the Board. As Chief Executive Officer of the Company, Executive shall have responsibility for the day to day operations of the CNA Companies and for development and implementation of the CNA Companies’ business plans and strategies. Executive shall report to the Board. Executive shall be elected and shall serve as a member and chairman of the board of directors of the CNA Insurance Companies, and of such power and authority of the other CNA Companies as may be determined by the Board, and if so elected, Executive agrees to serve on such boards in such capacity without additional compensation.
(b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Chief Executive Officer of the Company, and Chairman and Chief Executive Officer of the CNA Insurance Companies, as well as such other specific duties and responsibilities not inconsistent with Executive’s such titles, offices, status and responsibilities as the Board shall assign or designate to Executive from time to time be delegated to him by the Boardtime. The Executive shall devote substantially all of his business time, attention and efforts working time to the performance of his duties under this Agreement, render such services to as set forth herein and shall not during the best term of his ability and use his reasonable best efforts to promote employment, without the interests prior written consent of the Company. The Executive Board, accept other employment or render or perform other services, nor shall not engage he have any direct or indirect ownership interest in any other business relating which is in competition with the business of the CNA Companies, other than in the form of publicly traded securities constituting less than five percent (5%) of the outstanding securities of a corporation (determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, and Executive shall be permitted to acquiring rented single family housing continue to engage in such charitable and portfolios professional activities engaged in connection therewith, by Executive during the Term term of Employmenthis Prior Employment Agreement, includingprovided in any case that, without limitation, any activity that (i) conflicts with in the interests reasonable judgment of the Company or its subsidiariesBoard, (ii) interferes such activities do not materially interfere with the proper and efficient his performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliateshereunder.
Appears in 1 contract
Duties of Executive. During the Term of EmploymentEmployment under this Agreement, the Executive shall be employed and serve as the Chief Executive Officer Senior Vice President, Marketing of the Company (the “CEO”)Company, reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him the Executive by the Chief Executive Officer, the President, and the Chief Operating Officer of the Company and by the Board of Directors (provided that, such services shall not materially differ from the services currently provided by "Board") of the Executive)Company, and shall exercise such power and authority as may from time to time be delegated to him the Executive by the Board. Without limiting the generality of the foregoing, the Executive duties shall include, among other things, the following: Developing and managing programs defining and implementing the Company's strategic marketing objectives. Creating and managing the Company's brand identity to increase the level of awareness of the Company and its products/services among leading Web sites, the direct marketing industry, and investors. Creating dynamic advertising and public relations programs that increase the Company's visibility among its core customer groups. Participating as a member of the Company's senior management team in developing and implementing marketing strategies. Such general business development activities as the Chief Executive Officer, the President and the Chief Operating Officer may assign from time to time. The Executive acknowledges and agrees that the Company may assign some of the foregoing specific duties to other persons as the Company's management team expands, and that such assignments of duties to other persons will not be viewed by the Executive as constituting a diminution in the Executive's office, title, and duties and responsibilities hereunder as long as the Executive's reporting responsibilities and the business functions of the Company reporting to the Executive remain substantially consistent with the Executive's duties and title as expressed at the inception of this Agreement. The Executive shall devote substantially all of his business time, the Executive's full time and attention and efforts to the performance business and affairs of his duties under this Agreementthe Company, render such services to the best of his ability the Executive's ability, and use his reasonable the Executive's best efforts to promote the interests of the Company. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it It shall not be a breach or violation of this Agreement for the Executive to (xi) serve on corporate, civic, educational civic or charitable boards or committeescommittees with the prior approval of the Company, which shall not be unreasonably withheld, (yii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (ziii) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s 's responsibilities to the Company in accordance with this Agreement. The Executive's duties will require the Executive's regular presence during normal working hours on business days Monday through Friday at the Company's principal executive offices, currently located at 000 Xxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, but the Executive's duties will also involve some business travel. Notwithstanding anything to the contrary contained herein, the Executive agrees need not devote more than 5 hours per week to update the Company board after closing any real estate investments Executive's duties pursuant to this Agreement from February 2, 2000 through March 12, 2000, but shall perform such duties on a full time basis commencing March 13, 2000; provided, that in no event shall the Executive otherwise breach the terms and exits conditions of existing real estate invesmtments in this Agreement during the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatesperiod from February 2, 2000 through March 12, 2000.
Appears in 1 contract
Duties of Executive. During (a) Executive shall devote her full business time, attention and energies to performance of her duties hereunder as reasonably directed by the Term Board of EmploymentDirectors, the and further agrees at all such times to act in a manner consistent with Company interests, and to perform such duties ably, faithfully and diligently. Executive shall be employed permitted to engage in family, civic, charitable and serve other non-commercially oriented activities but shall not engage in any outside work during business hours and/or commercially oriented activities which will materially affect, impede, prohibit, or restrict her abilities to perform her obligations under this Agreement. Executive shall provide written notice to the Board of Directors of the Company prior to engaging in any such material outside work or commercially oriented activity, and permission to engage in any such work or activity shall be granted solely in the discretion of the Board of Directors. Executive shall have the ability to engage in activities which are primarily personal investment activities and are not related to the business of the Company, provided, further, no such activity shall interfere, in any material respect, with the Executive’s obligations under this Agreement. Notwithstanding the foregoing, and except to the extent the restrictions contained in Section 9 may apply, nothing in this Agreement shall prohibit Executive from: (i) participating in charitable and professional organizations in an unpaid capacity; or (ii) serving as a non-executive director of one or more other corporations; in each case, in a manner, and to an extent, that will not materially interfere with her duties to the Company.
(b) Executive shall be the senior employee in the Company and shall report directly to the Board of Directors. The Board of Directors shall have the power to direct, control and supervise the duties of Executive under this Agreement, as well as the manner of Executive’s performance of such duties; provided, however, that the Board of Directors shall not impose or permit to be imposed on its behalf any duties or constraints of any kind that are unreasonable, that are inconsistent with Executive’s role and duties as President and Chief Executive Officer of the Company (the “CEO”), reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote substantially all of his business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios in connection therewith, during the Term of Employment, including, without limitation, any activity or that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the would require Executive to (x) serve on corporate, civic, educational violate any law or charitable boards applicable government rule or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatesregulation.
Appears in 1 contract
Duties of Executive. During Executive shall perform and discharge well and faithfully such duties as an executive officer of the Term Corporation and the Bank as may be assigned to Executive from time to time by the Board of Employment, Directors of the Corporation and/or the Bank. Executive shall be employed as President and serve as the Chief Executive Officer of the Company (Corporation and of the “CEO”), reporting Bank and shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation or the Bank. Executive will report directly to the Company’s Board of Directors of the Corporation and the Bank. During the Employment Period (as hereinafter defined), the Corporation shall cause the Executive to be elected to the Board of Directors of the Bank and to nominate the Executive for election as a director on the Board of Directors of the Corporation in connection with such authorityeach election of directors of the Corporation where his term of office otherwise would expire. Executive shall devote his full time, attention, ability and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3(a) of this Agreement); provided, however, that (a) Executive shall be entitled to fulfill his duties and responsibilities as are commensurate with such position. The President and Chief Executive Officer of the Corporation and of the Bank on a part time basis consisting of not less than: (i) four (4) days per week, or thirty-two (32) hours per week, beginning on the one year anniversary of the Effective Date; and (ii) three (3) days per week, or twenty-four (24) hours per week, beginning on the two (2) year anniversary of the Effective Date; provided, however, that at all times during the term of this Agreement, the Executive shall faithfully and diligently perform all services nevertheless otherwise make himself available as may be assigned necessary or appropriate in order to him by fulfill such duties and responsibilities; and (b) nothing set forth in this Section 2 shall be construed as preventing Executive from (i) engaging in activities incident or necessary to personal investments so long as no such investments exceed 5% of the outstanding shares of any publicly held company, (ii) acting as a member of the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority of Directors of any non-profit association or corporation or as may from time to time be delegated to him by the Board. The Executive shall devote substantially all of his business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability and use his reasonable best efforts to promote the interests a member of the CompanyBoard of Directors or Trustees of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors of the Bank, or (iii) being involved in any other activity with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios or commercial activities (including investment in connection therewithan existing or prospective customer), during the Term of Employment, including, without limitation, any activity that (i) conflicts duties or pursuits which compete with the interests business or commercial activities of the Company Corporation or its subsidiariesthe Bank, (ii) interferes 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 proper and efficient performance of his duties for Corporation, the Company, Bank or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatestheir respective subsidiaries.
Appears in 1 contract
Samples: Employment Agreement (MUNCY COLUMBIA FINANCIAL Corp)
Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Chief Executive Officer of the Company (the “CEO”), reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall perform and discharge well and faithfully such duties as an executive officer of Peoples and diligently perform all services the Bank as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may Executive from time to time by the Board of Directors of Peoples. The Executive shall be delegated employed as President and Chief Executive Officer of Peoples and the Bank, and shall hold such additional titles as may be given to him from time to time by the BoardBoard of Directors of Peoples, the Bank, and any companies affiliated with Peoples. The Executive shall devote substantially all of his business full time, attention and efforts energies to the performance business of his duties under this AgreementPeoples and its affiliated companies and shall not, render such services to during the best of his ability and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage Employment Period (as defined in Section 3 hereof), be employed or involved in any other business relating to acquiring rented single family housing and portfolios in connection therewithactivity, during whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, however, that this Section 2 shall not be construed as preventing the Term of EmploymentExecutive from (a) investing the Executive's personal assets, including, without limitation, any activity that (ib) conflicts with the interests acting as a member of the Company Board of Directors of any other corporation or as a member of the Board of Trustees of any other organization, provided no such corporation or organization is a direct or indirect competitor of Peoples or any of its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Companyaffiliated companies, or (iiic) interferes being involved in any other activity with the exercise prior approval of his judgment the Board of Directors of Peoples. In the event of any reduction in title or a reduction in the Company’s best interests. Notwithstanding Executive's responsibilities or authority, including such responsibilities and authority as the foregoing or same may be increased at any other provision time during the term of this Agreement, it shall not be a breach or violation the assignment to the Executive of duties inconsistent with the Executive's status as President and Chief Executive Officer of Peoples, then the Executive may resign at any time thereafter during the term of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities prior to the Company occurrence of a Change in accordance with this Agreement. Control, in which case Executive agrees shall be entitled to update receive the Company board after closing any real estate investments amounts and exits of existing real estate invesmtments benefits set forth in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatesSection 7 hereof.
Appears in 1 contract
Samples: Employment Agreement (Peoples Financial Services Corp/)
Duties of Executive. During Executive shall perform and discharge well and faithfully such duties as an executive officer of the Term Corporation and the Bank as may be assigned to Executive from time to time by the Board of Employment, Directors of the Corporation and/or the Bank. Executive shall be employed as Executive Vice President and serve Chief Operating Officer of the Corporation, and President and Chief Executive Officer of the Bank and shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation or the Bank. Executive will report directly to the Chief Executive Officer of the Company Corporation and the Executive Chairman of the Bank. During the Employment Period (the “CEO”as hereinafter defined), reporting directly the Corporation shall cause the Executive to be elected to the Company’s Board of Directors with such authority, duties of the Bank and responsibilities to nominate the Executive for election as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by a director on the Board (provided that, such services shall not materially differ from of Directors of the services currently provided by Corporation in connection with each election of directors of the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the BoardCorporation where his term of office otherwise would expire. The Executive shall devote substantially all of his business full time, attention attention, ability and efforts energies to the performance business of his duties under the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, render such services however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to the best of his ability and use his reasonable best efforts to promote the interests personal investments so long as it does not exceed 5% of the Companyoutstanding shares of any publicly held company, (b) acting as a member of the Board of Directors of any non-profit association or corporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors of the Bank, or (c) being involved in any other activity with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios or commercial activities (including investment in connection therewithan existing or prospective customer), during the Term of Employment, including, without limitation, any activity that (i) conflicts duties or pursuits which compete with the interests business or commercial activities of the Company Corporation or its subsidiariesthe Bank, (ii) interferes 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 proper and efficient performance of his duties for Corporation, the Company, Bank or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatestheir respective subsidiaries.
Appears in 1 contract
Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Chief Executive Officer CEO of the Company, or such other title and position as may be agreed to by and between the Company (and the “CEO”)Executive, reporting directly to the Company’s Board of Directors and shall have such duties and authority typically associated with such authority, duties and responsibilities as are commensurate with such positiontitle(s). The Executive shall faithfully and diligently perform all services as may be reasonably assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the consistent with Executive), ’s position and shall exercise such power and authority as may from time to time be delegated to him by the Board, which delegation shall be reasonably consistent with Executive’s position. The Executive shall devote substantially all of his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios in connection therewith, or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiariesRelated Entities, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests; provided, however, that Executive may continue to own an up to 38.5% passive ownership interest in EmployersHR LLC (“EmployersHR”) and such passive ownership interest will not be deemed to be a breach of this Agreement by Executive so long as Executive continues to solely be a passive investor in EmployersHR and does not, directly or indirectly (including through Affiliates or Family Members), manage, control, participate in (whether as an officer, director, manager, employee, partner, consultant, agent, representative or otherwise), consult with, or render services for EmployersHR or any of its Affiliates. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (xy) serve on corporate, civic, educational civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, committees or (z) make and manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries investments so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliates.
Appears in 1 contract
Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Chief Executive Officer of the Company (the “CEO”), reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. 1) The Executive shall faithfully use his best endeavours to promote and diligently perform all services as may be assigned to him by protect the Board (provided that, such services interests of the Group and shall not materially differ from the services currently provided by the Executive), do anything which is harmful to those interests.
(2) The Executive shall diligently and shall faithfully perform such duties and exercise such power and authority powers as may from time to time be delegated assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. , provided that no such assignment or vesting of duties or powers by the Board shall be valid or effective unless:
(a) the powers or duties in question are compatible with the Executive’s status; and
(b) the Executive shall be provided with as much work as is necessary to keep him as fully occupied and engaged in the business and affairs of the Group as he is at the date of this agreement.
(3) The Executive shall give to the Board such information regarding the affairs of the Group as it shall require and shall comply with all proper instructions of the Board.
(4) The Executive shall (unless prevented by ill-health or accident or otherwise directed by the Board) devote substantially all the whole of his time during normal business time, attention and efforts hours to the performance duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties.
(5) The Executive shall not accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any manner in any other business except:
(a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than five per cent of the securities of that class; or
(b) with the consent in writing of the Company which may be given subject to any terms or conditions which the Company requires.
(6) The duties under this Agreement, render such services of the Appointment shall relate primarily to the best of his ability and use his reasonable best efforts United Kingdom at such places as the Company may from time to promote the interests of time require but shall extend to occasional travel abroad when required by the Company. The Executive shall not engage in any other business relating otherwise be required to acquiring rented single family housing work outside the United Kingdom unless he agrees to do so. If the Executive’s principal place of work changes and portfolios in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement is necessary for the Executive to (x) serve on corporaterelocate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of Company will pay the Executive’s responsibilities to reasonable expenses in connection with the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatesrelocation.
Appears in 1 contract
Samples: Service Agreement (TRW Inc)
Duties of Executive. During the Term of Employment, the (a) Executive shall be employed and serve as the Chief Executive Officer of the Company (and as the “CEO”), reporting directly to Chairman and Chief Executive Officer of the Company’s CNA Insurance Companies and such other subsidiaries of the Company as may be determined by the Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by of the Board Company (provided that, such services shall not materially differ from the services currently provided by the Executive“Board”), and shall exercise continue as a member of the Board. As Chief Executive Officer of the Company, Executive shall have responsibility for the day to day operations of the CNA Insurance Companies and for development and implementation of the CNA Insurance Companies’ business plans and strategies. Executive shall report to the Board. Executive shall be elected and shall serve as a member and chairman of the board of directors of the CNA Insurance Companies, and of such power and authority of the other subsidiaries of the Company as may be determined by the Board, and if so elected, Executive agrees to serve on such boards in such capacity without additional compensation. Executive further agrees to resign any such positions on such Boards and his position(s) on the Board upon termination of his employment with the Company for any reason.
(b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Chief Executive Officer of the Company, and Chairman and Chief Executive Officer of the CNA Insurance Companies, as well as such other specific duties and responsibilities not inconsistent with Executive’s such titles, offices, status and responsibilities as the Board shall assign or designate to Executive from time to time be delegated to him by the Boardtime. The Executive shall devote substantially all of his business time, attention and efforts working time to the performance of his duties under this Agreement, render such services to as set forth herein and shall not during the best term of his ability and use his reasonable best efforts to promote employment, without the interests prior written consent of the Company. The Executive Board, accept other employment or render or perform other services, nor shall not engage he have any direct or indirect ownership interest in any other business relating to acquiring rented single family housing and portfolios which is in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts competition directly or indirectly with the interests business of the Company CNA Companies, other than in the form of publicly traded securities constituting less than five percent (5%) of the outstanding securities of a corporation (determined by vote or its subsidiariesvalue) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, (ii) interferes professional, and personal investment activities provided that, in the judgment of the Board, such activities do not interfere with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliateshereunder.
Appears in 1 contract
Duties of Executive. During the Term of Employment, the (a) Executive shall be employed perform and serve discharge well and faithfully his duties as the Chairman and Chief Executive Officer of the Company (the “CEO”)) of Victory, reporting directly to the Company’s Board of Directors with and such authority, additional duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may Executive from time to time by the Board of Directors (the “Board”) of Victory, so long as the assignment is consistent with Executive’s office and duties.
(1) Executive shall hold such other titles, not inconsistent with his position as Chairman and CEO of Victory, as may be delegated given to him from time to time by the Board. The ;
(2) Executive shall devote substantially all of his business full time, attention and efforts energies to the business of Victory during the Term; provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments consistent with Victory policies, (b) being involved in any other employment activity with the prior approval of the Board, which approval shall not be unreasonably withheld, or (c) engaging in charitable activities and community affairs, in each case to the extent that such activities do not interfere with the performance of his Executive’s duties under this Agreement, render such services to Agreement or the best affairs of his ability and use his reasonable best efforts to promote the interests of the CompanyVictory. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios in connection therewithor commercial activities, during the Term of Employment, including, without limitation, any activity that (i) conflicts duties or pursuits which compete with the interests business or commercial activities of Victory or any of its subsidiaries or affiliates, nor may Executive serve as a director or officer or in any other capacity in a company which competes with Victory or any of their subsidiaries or affiliates without the prior approval of the Company or its subsidiariesBoard.
(b) During the Term, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it Executive shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance voting member of the Executive’s responsibilities Board and shall also report to the Company Board in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliateshis capacity as CEO.
Appears in 1 contract
Samples: Employment Agreement (Victory Capital Holdings, Inc.)
Duties of Executive. During (a) Executive shall serve as the Term Chief Executive Officer of EmploymentContinental Casualty Company ("CCC"), the Executive shall principal insurance subsidiaries of the Company, and such other subsidiaries of the Company as may be employed and serve as determined by the Board or the Chief Executive Officer of the Company (the “"CNAF CEO”"). All of the Company's subsidiaries including CCC and companies not engaged in the insurance business, reporting directly are sometimes collectively referred to herein as the "CNA Companies". As Chief Executive Officer, Executive shall have responsibility for the day to day operations of the CNA Companies and for development and implementation of the CNA Companies' business plans and strategies. Executive shall report to the Company’s Board of Directors with of the Company (the "Board"). Executive shall be elected and shall serve as a member and chairman of the board of directors of CCC, and of such authorityof the other CNA Companies as may be determined by the Board or the CNAF CEO, and if so elected, Executive agrees to serve on such boards in such capacity without additional compensation.
(b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Chairman and Chief Executive Officer of the CNA Companies as determined by the Board, as well as such other specific duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may assign or designate to Executive from time to time be delegated to him by the Boardtime. The Executive shall devote substantially all of his business time, attention and efforts working time to the performance of his duties under this Agreementas set forth herein and shall not, render such services to without the best of his ability and use his reasonable best efforts to promote the interests prior written consent of the Company. The Executive Board, accept other employment or render or perform other services, nor shall not engage he have any direct or indirect ownership interest in any other business relating to acquiring rented single family housing and portfolios which is in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts competition with the interests business of the Company or its subsidiariessubsidiaries and its affiliates, other than in the form of publicly traded securities constituting fewer than five percent (ii5%) interferes of the outstanding securities of a corporation (determined by vote or value) or limited partnership interests constituting fewer than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, provided that, in the reasonable judgment of the Board, such activities do not materially interfere with the proper and efficient his performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliateshereunder.
Appears in 1 contract
Duties of Executive. During the Term of Employment, the Executive shall be employed perform and serve discharge well and faithfully such duties as the Chief Executive Officer an executive officer of the Company (Corporation and the “CEO”), reporting directly to the Company’s Board of Directors with such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services Bank as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may Executive from time to time by the Board of Directors of the Corporation and/or the Bank. Executive shall be delegated employed as Executive Chairman of the Corporation and Executive Chairman of the Bank and shall hold such other titles as may be given to him from time to time by the BoardBoard of Directors of the Corporation or the Bank. The Executive will report directly to the Board of Directors. During the Employment Period (as hereinafter defined), the Corporation shall cause the Executive to be elected to the Board of Directors of the Bank and to nominate the Executive for election as a director on the Board of Directors of the Corporation in connection with each election of directors of the Corporation where his term of office otherwise would expire. Executive shall devote substantially all of his business full time, attention attention, ability and efforts energies to the performance business of the Corporation and the Bank during the Employment Period (as defined in Section 3(a) of this Agreement); provided, however, that (a) Executive shall be entitled to fulfill his duties under this Agreement, render such services to the best of his ability and use his reasonable best efforts to promote the interests responsibilities as Executive Chairman of the CompanyCorporation and of the Bank on a part time basis consisting of not less than: (i) four (4) days per week, or thirty-two (32) hours per week, beginning on the one year anniversary of the Effective Date; and (ii) three (3) days per week, or twenty-four (24) hours per week, beginning on the two (2) year anniversary of the Effective Date; provided, however, that at all times during the term of this Agreement the Executive shall nevertheless otherwise make himself available as may be necessary or appropriate in order to fulfill such duties and responsibilities; and (b) nothing set forth in this Section 2 shall be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments so long as no such investments exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the Board of Directors of any non-profit association or corporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors of the Bank, or (c) being involved in any other activity with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios or commercial activities (including investment in connection therewithan existing or prospective customer), during the Term of Employment, including, without limitation, any activity that (i) conflicts duties or pursuits which compete with the interests business or commercial activities of the Company Corporation or its subsidiariesthe Bank, (ii) interferes 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 proper and efficient performance of his duties for Corporation, the Company, Bank or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatestheir respective subsidiaries.
Appears in 1 contract
Samples: Employment Agreement (MUNCY COLUMBIA FINANCIAL Corp)
Duties of Executive. During the Term of Employment, the (a) Executive shall be employed assume the duties and serve as responsibilities of the Chief Executive Officer of the CNA Companies as of February 9, 1999. As Chief Executive Officer, Executive shall have responsibility for the day to day operations of the CNA Companies and for development and implementation of the CNA Companies' business plans and strategies. Executive shall report to the Board of Directors of the Company (the “CEO”"Board"). It is the anticipation of the parties that, reporting directly subject to the Company’s right vested by law in the stockholders and directors, respectively, to elect directors and officers, Executive shall be elected to the Board on February 9, 1999, and Executive shall be elected and shall serve as a member of the Board of Directors with of each of the CNA Companies, and shall serve as the Chairman of the Board of Directors of each of the CNA Companies, and if so elected Executive agrees to serve on such authorityboards in such capacity without additional compensation.
(b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Chairman and Chief Executive Officer of the CNA Companies, as well as such other specific duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may assign or designate to Executive from time to time be delegated to him by the Boardtime. The Executive shall devote substantially all of his business time, attention and efforts working time to the performance of his duties under this Agreementas set forth herein and shall not, render such services to without the best of his ability and use his reasonable best efforts to promote the interests prior written consent of the Company. The Executive Board, accept other employment or render or perform other services, nor shall not engage he have any direct or indirect ownership interest in any other business relating to acquiring rented single family housing and portfolios which is in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts competition with the interests business of the Company or its subsidiariesthe CNA Companies, other than in the form of publicly traded securities constituting less than five percent (ii5%) interferes of the outstanding securities of a corporation (determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, provided that, in the judgment of the Board, such activities do not materially interfere with the proper and efficient his performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliateshereunder.
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Duties of Executive. During Executive shall perform and discharge well and faithfully such duties as an executive officer of the Term Corporation and the Bank as may be assigned to Executive from time to time by the Board of Employment, Directors of the Corporation and/or the Bank. Executive shall be employed as President and serve as the Chief Executive Officer of the Company (Corporation and of the “CEO”), reporting directly to the Company’s Board of Directors with Bank and shall hold such authority, duties and responsibilities as are commensurate with such position. The Executive shall faithfully and diligently perform all services other titles as may be assigned given to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the BoardBoard of Directors of the Corporation or the Bank. The Executive shall devote substantially all of his business time, attention and efforts will report directly to the performance Board of his duties under this AgreementDirectors of the Corporation and the Bank. During the Employment Period (as hereinafter defined), render such services the Corporation shall cause the Executive to be elected to the best Board of his ability and use his reasonable best efforts to promote the interests Directors of the CompanyBank and to nominate the Executive for election as a director on the Board of Directors of the Corporation in connection with each election of directors of the Corporation where his term of office otherwise would expire. Nothing set forth in Section 3 shall be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments 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 of Directors of any non-profit association or corporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors of the Bank, or (c) being involved in any other activity with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive shall not engage in any other business relating to acquiring rented single family housing and portfolios or commercial activities (including investment in connection therewithan existing or prospective customer), during the Term of Employment, including, without limitation, any activity that (i) conflicts duties or pursuits which compete with the interests business or commercial activities of the Company Corporation or its subsidiariesthe Bank, (ii) interferes 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 proper and efficient performance of his duties for Corporation, the Company, Bank or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatestheir respective subsidiaries.
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Duties of Executive. During the Term of Employment, the (a) Executive shall be employed continue to perform the duties and serve responsibilities of an Executive Vice President and Chief Actuary Officer [or successor title] of the CNA insurance companies as defined and directed by the Company’s Chief Executive Officer of the Company (the hereinafter “CEO”), reporting directly . Executive shall report to the Company’s CEO. Executive may be elected to and shall serve as a member of the Board of Directors of one or more of the CNA insurance companies, and if so elected Executive agrees to serve on such boards in such capacity without additional compensation and Executive further agrees to resign any such position on such Boards upon the termination of his employment with the Company for any reason; provided that nothing in this Agreement shall require that the shareholders of any company elect Executive to its board of directors.
(b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Executive Vice President, Chief Actuary Officer, as well as such authority, other specific duties and responsibilities as are commensurate with such position. The the CEO shall assign or designate to Executive shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from time to time be delegated to him by the Boardnot inconsistent with Executive’s status. The Executive shall devote substantially all of his business time, attention and efforts working time to the performance of his duties under this Agreementas set forth herein and shall not, render such services to without the best of his ability and use his reasonable best efforts to promote the interests prior written consent of the Company. The Executive CEO, accept other employment or render or perform other services, nor shall not engage he have any direct or indirect ownership interest in any other business relating to acquiring rented single family housing and portfolios which is in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts competition with the interests business of the Company or its subsidiariesthe CNA insurance companies, other than in the form of publicly traded securities constituting less than five percent (ii5%) interferes of the outstanding securities of a corporation (determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, provided that, in the judgment of the CEO, such activities do not materially interfere with the proper and efficient his performance of his duties for and responsibilities hereunder. In addition, the Company, or (iii) interferes with the exercise foregoing shall not preclude Executive from spending a portion of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and operate Reven Capital and its subsidiaries so long as such activities do not significantly interfere with or significantly detract working time performing his duties from the performance of the Executive’s responsibilities to office in New York during the Company in accordance with this Agreement. Executive agrees to update the Company board after closing any real estate investments and exits of existing real estate invesmtments in the future within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliatesTerm.
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