Common use of Positions and Responsibilities Clause in Contracts

Positions and Responsibilities. (a) During the term of this Agreement Executive agrees to serve as President and Chief Executive Officer of the Holding Company and of Bank. Executive shall render administrative and management services to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreement, Executive also agrees to serve, if elected, as a director of the Bank and of the Holding Company, and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company and subsidiaries, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company (the "Board of Directors"), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Company or subsidiaries or materially affect the performance of Executive's duties pursuant to this Agreement.

Positions and Responsibilities. (a) During the term of this Agreement Agreement, Executive agrees to serve as President and Chief Executive Officer of the Holding Company and of BankEmployers. Executive shall render administrative and management services to the Holding Company and to Bank Employers such as are customarily performed by persons in a similar executive capacity. During the term of this agreementAgreement, Executive also agrees to serve, if elected, as a director of the Bank and of the Holding Company, Employers and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. In performing his services as President and Chief Executive Officer and carrying out his duties and responsibilities as a director, Executive shall conform to the policies and codes of conduct and ethics of the Employers, now or hereafter in effect. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's ’s employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company and subsidiariesEmployers, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the disinterested members of the Board of Directors of the Holding Company and the Bank (collectively, the "“Board of Directors"”), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Company or subsidiaries Employers, or materially affect the performance of Executive's ’s duties pursuant to this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Employers may terminate Executive’s employment with the Employers at any time during the term of this Agreement, with or without cause, subject to the terms and conditions of this Agreement. Termination without cause by the Employers shall require a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the independent members of the Board of Directors, at a meeting of the Board of Directors called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board of Directors). Upon such termination, Executive shall be entitled to receive all compensation and benefits for the remainder of the term of the Agreement in accordance with the normal payroll practices of the Employer as if the Executive had continued in employment, or as set forth in Section 4 hereof, as shall be applicable. As used herein, “termination without cause” shall mean termination of Executive’s employment for any reason other than those as defined as a Termination for Cause in Section 7 hereof.

Positions and Responsibilities. (a) During the term of this Agreement Executive agrees to serve as President and Chief Executive Officer of the Holding Company and of BankCompany. Executive shall render administrative and management services to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreementAgreement, Executive also agrees to serve, if electedelected or appointed, as a an officer and/or director of the Bank and any subsidiary of the Holding Company, Company and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Holding Company and its subsidiaries, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company (the "Board of Directors"), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Holding Company or subsidiaries its subsidiaries, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything herein contained to the contrary, either Executive or the Holding Company may terminate Executive's employment with the Holding Company at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.

Positions and Responsibilities. (a) During the term of this Agreement Executive agrees to serve as President and Chief Executive Officer _________________________ of the Holding Company and of BankCompany. Executive shall render administrative and management services to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreementAgreement, Executive also agrees to serve, if electedelected or appointed, as a an officer and/or director of the Bank and any subsidiary of the Holding Company, Company and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Holding Company and its subsidiaries, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company (the "Board of Directors"), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Holding Company or subsidiaries its subsidiaries, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything herein contained to the contrary, either Executive or the Holding Company may terminate Executive's employment with the Holding Company at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.

Positions and Responsibilities. (a) During Except as set forth herein, throughout the term of this Agreement Executive Term, FC agrees to serve remain in the employ of Employer, and Employer agrees to employ FC, as President and Chief with the title of “Executive Officer Vice President”. Employee shall report directly to the chief executive officer of the Holding Company and of Bank. Executive shall render administrative and management services Parent (the “CEO”), to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreement, Executive also agrees to serve, if elected, as a director chair of the Bank Parent Board or to both the CEO and of the Holding Company, and in such capacity will carry out such duties and responsibilities reasonably appropriate to that officechair. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive Employee’s primary job responsibility shall be primarily responsible to Holding Company Board of Directorsmanage Employer International Operations. (c) Employee shall serve as a director and officer of Employer and as an executive officer of Parent (although, for the avoidance of doubt, Employee shall not serve as a director or employee of Parent). As an officer of Parent, Employee shall be subject to Section 16 of the Exchange Act. Employee acknowledges his reporting responsibilities (which reports shall be prepared and filed on behalf of Employee by Parent or its counsel at Parent’s sole expense) and his potential liability for “short-swing” trading in Parent’s securities under said Section 16. (d) In addition to performing his primary job responsibility, Employee shall participate in worldwide strategic planning for the Tiffany Affiliated Group. (e) Employee shall, at the request of the CEO or the Parent Board, serve as a director, an officer or both a director and an officer of various Tiffany Affiliates, including Tiffany Affiliates that are engaged in Tiffany International Operations and those which are not. For the avoidance of doubt, no Tiffany Affiliate, other than Employer or Parent, shall compensate Employee for his service as a director or officer of any Tiffany Affiliate and Employee’s compensation for such services is included in the compensation provided for in this Agreement. (f) During the term of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, Term Employee shall serve the Tiffany Affiliated Group on an exclusive basis and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, skill and efforts to the faithful performance advancement of his duties under this Agreement, including activities the business and services related interests of the Tiffany Affiliated Group and to the organization, operation discharge of Employee’s duties and management of the Company and subsidiaries, as well as participation in community, professional and civic organizationsresponsibilities hereunder; provided, however, thatthat nothing herein shall preclude Employee: (i) from managing Employee’s and his family’s personal investments; (ii) from serving in any capacity with respect to any civic, with educational, professional or charitable organization; or (iii) subject to the prior approval of the Board of Directors of the Holding Company (the "Board of Directors")Parent Board, as evidenced by a resolution of the Board of Directorswhich may be unreasonably withheld, from time to time, Executive may serve, or continue to serve, serving on the boards any board of directors ofof any for-profit company; provided that any such activities, and hold any other offices individually or positions in, companies or organizations, which, in the judgment of the Board of Directorsaggregate, will do not present any create a conflict of interest interest, interfere with the Company or subsidiaries or materially affect the performance of Executive's Employee’s duties pursuant to this Agreementhereunder or conflict with Section 10.

Positions and Responsibilities. (a) During the term of this Agreement Executive agrees to serve as President and Chief Executive Officer of the Holding Company and of Bank. Executive shall render administrative and management services to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreementAgreement, Executive also agrees to serve, if elected, as a director of the Bank and of the Holding Company, and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. In performing his services as President and Chief Executive Officer and carrying out his duties and responsibilities as a director, Executive shall conform to the policies and codes of conduct and ethics of the Bank and the Holding Company, now or hereafter in effect. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company and subsidiariesBank, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company Bank (the "Board of Directors"), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Company or subsidiaries Bank or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive's employment with the Bank at any time during the term of this Agreement, with or without cause, subject to the terms and conditions of this Agreement. Termination without cause by the Bank shall require a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the independent members of the Board of Directors, at a meeting of the Board of Directors called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board of Directors). Upon such termination, Executive shall be entitled to receive all compensation and benefits for the remainder of the term of the Agreement, or as set forth in Section 4 hereof, as shall be applicable. As used herein, "termination without cause" shall mean termination of Executive's employment for any reason other than those as defined as a Termination for Cause in Section 7 hereof.

Positions and Responsibilities. (a) During the term of this Agreement Executive agrees to serve as Executive Vice President and Chief Executive Officer of the Holding Company and of BankCompany. Executive shall render administrative and management services to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreementAgreement, Executive also agrees to serve, if electedappointed, as a director an officer of the Bank and any subsidiary of the Holding Company, Company and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his her business time, attention, skill, and efforts to the faithful performance of his her duties under this Agreement, including activities and services related to the organization, operation and management of the Holding Company and its subsidiaries, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company (the "Board of Directors"), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Holding Company or subsidiaries its subsidiaries, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything herein contained to the contrary, either Executive or the Holding Company may terminate Executive's employment with the Holding Company at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.

Positions and Responsibilities. (a) During the term of this Agreement Executive agrees to serve as President and Chief Executive Officer Chairman of the Board of the Holding Company and of BankCompany. Executive shall render administrative and management services to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreementAgreement, Executive also agrees to serve, if electedelected or appointed, as a an officer and/or director of the Bank and any subsidiary of the Holding Company, Company and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Holding Company and its subsidiaries, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company (the "Board of Directors"), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Holding Company or subsidiaries its subsidiaries, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything herein contained to the contrary, either Executive or the Holding Company may terminate Executive's employment with the Holding Company at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.

Positions and Responsibilities. (a) During the term of this Agreement Executive agrees to serve as President and Chief Executive Officer of the Holding Company and of Bank. Executive shall render administrative and management services to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreementAgreement, Executive also agrees to serve, if elected, as a director of the Bank and of the Holding Company, and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's ’s employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company and subsidiaries, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company (the "“Board of Directors"”), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Company or subsidiaries or materially affect the performance of Executive's ’s duties pursuant to this Agreement.

Positions and Responsibilities. (a) During the term of this Agreement Executive agrees to serve as President and Chief Executive Officer of the Holding Company and of BankCompany. Executive shall render administrative and management services to the Holding Company and to Bank such as are customarily performed by persons in a similar executive capacity. During the term of this agreementAgreement, Executive also agrees to serve, if electedelected or appointed, as a director of the Bank Holding Company and as an officer and/or director of any subsidiary of the Holding Company, Company and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. In performing his services as President and Chief Executive Officer and carrying out his duties and responsibilities as a director, Executive shall conform to the policies and codes of conduct and ethics of the Bank and the Holding Company, now or hereafter in effect. (b) Holding Company hires Executive to serve in the capacities described in (a) above, and shall cause Bank to hire Executive to serve in the Bank capacities described in (a) above, provided, however, that Executive shall be primarily responsible to Holding Company Board of Directors. (c) During the term of Executive's employment under this Agreement, except for periods of absence occasioned by illness, vacation, and other reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Holding Company and its subsidiaries, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company (the "Board of Directors"), as evidenced by a resolution of the Board of Directors, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the judgment of the Board of Directors, will not present any conflict of interest with the Holding Company or subsidiaries its subsidiaries, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Holding Company may terminate Executive's employment with the Holding Company at any time during the term of this Agreement, with or without cause, subject to the terms and conditions of this Agreement. Termination without cause by the Bank shall require a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the independent members of the Board of Directors, at a meeting of the Board of Directors called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board of Directors). Upon such termination, Executive shall be entitled to receive all compensation and benefits for the remainder of the term of the Agreement, or as set forth in Section 4 hereof, as shall be applicable. As used herein, "termination without cause" shall mean termination of Executive's employment for any reason other than those as defined as a Termination for Cause in Section 7 hereof.