Retention Term and Duties Sample Clauses

Related to Retention Term and Duties

• Employment Term and Duties 2.1 The Employer hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Employer, upon the terms and conditions set forth in this Agreement. 2.2 Subject to the provisions of Clause 5, the initial term of the Executive’s employment under this Agreement will be 3 years, commencing on the Commencement Date. After the end of the initial 3 year term, the Executive’s employment under this Agreement will continue automatically until terminated by either Party giving to the other Party between 90 and 120 days’ written notice of termination prior to the next anniversary of this Agreement that such Party does not wish to extend Executive’s employment. 2.3 The Executive will serve as President and Chief Executive Officer of the Employer. The Executive will use his best efforts to promote the success of the Employer’s business, and will cooperate fully with the Board in the advancement of the best interests of the Employer. 2.4 The Executive will perform his duties hereunder based at Houston, Texas, subject to reasonable travel. 2.5 The Executive will be entitled to indemnification from the Employer to the maximum extent provided in the limited liability company agreement of Employer, as in effect on the Commencement Date, for acting as an officer or director or other representative of the Employer or its Affiliates when acting on behalf of the Employer or its Affiliates, as set forth therein. Executive will be provided with directors and officers liability insurance to the same extent as that provided to other officers and directors of the Employer and its Affiliates.

• Term and Duties (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

• Retention and Duties (a) The Company hereby engages and employs Executive for the Period of Employment on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, and shall have the powers, authorities and duties customarily vested in such office in the Company’s industry. (c) During the Period of Employment, Executive shall (i) devote substantially all of his business time, energy and skill to the performance of his duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) remain employed with the Company on a full-time basis. Executive agrees to perform his duties and responsibilities within, and subject to, the work hours, attendance and general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information relating to any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance.

• Employment Terms and Duties 1.1 The Executive shall serve as and perform the duties of Senior Vice President of Sales and Customer Service of the Corporation during the Term (defined hereinafter) of this Agreement. 1.2 The Executive agrees to devote his full business time during regular business hours to working for the Corporation and performing such duties as shall from time to time be assigned to him by the Board of Directors of the Corporation (“Board”) or the Chief Executive Officer of the Corporation consistent with his position as Senior Vice President of Sales and Customer Service. During the Term of his employment hereunder, the Executive shall have no interest in, or perform any services during regular business hours for any other company, whether or not such company is competitive with the Corporation, except that this prohibition shall not be deemed to apply to passive investments in businesses not competitive with the business of the Corporation or to investments of 5% or less of the outstanding stock of public companies whose stock is traded on a national securities exchange or in the over-the-counter market. For purposes of this Paragraph 1.2, a “passive investment” shall be deemed to mean investment in a business which does not require or result in the participation of the Executive in the management or operations of such business except during times other than regular business hours and which does not interfere with his duties and responsibilities to the Corporation. Nothing contained herein shall limit the right of the Executive to make speeches, write articles or participate in public debate and discussions in and by means of any medium of communication or serve as a director or trustee of any non-competing corporation or organization, provided that such activities are not inconsistent with the Executive’s obligations hereunder. 1.3 Consistent with the Executive’s aforesaid duties the Executive shall, at all times during the Term hereof, be subject to the supervision and direction of the Board and the Chief Executive Officer with respect to his duties, responsibilities and the exercise of his powers. 1.4 The services of the Executive hereunder shall be rendered primarily at the Corporation’s principal executive office currently in Stuart, Florida; provided, however, that the Executive shall make such trips outside of Stuart, Florida as shall be reasonably necessary in connection with the Executive’s duties hereunder. 1.5 The term of the Executive’s employment hereunder shall commence upon the date of this Agreement and such employment shall continue, except as otherwise provided herein, through May 28, 2013 (the “Term”).

• Employment and Duties A. During the Employment Term (as defined in Section 3 below), First Charter hereby employs Executive, and Executive hereby agrees to serve, as a Group Executive Vice President of First Charter. As such, Executive shall have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive's position as a Group Executive Vice President of First Charter and will report directly to the President and Chief Executive Officer of First Charter. Executive shall also perform the duties and exercise the powers and functions that from time to time may be assigned or vested in him by the Board of Directors of First Charter (the "Board") and/or the Board of Directors of First Charter's subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including general responsibility for the management and operations of the Bank. Executive hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(c), agrees to devote substantially all of his business time, attention and best efforts to promote and further the business of First Charter and the Bank. B. Executive shall faithfully adhere to, execute and fulfill all lawful requests, instructions and policies made by the Board or its authorized agent(s). C. Except as specifically authorized in advance by the Board, Executive shall not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage. The foregoing limitations also shall not be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof, provided, however, that during the Employment Term (as defined in Section 3 below), Executive may not beneficially own the stock or options to acquire stock totaling more than 5% of the outstanding shares of any corporation or entity, or otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (as defined in Section 8 below) with First Charter and/or the Bank.

• Employment Position and Duties During the Term, the Company agrees to employ the Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject to the general supervision, advice and direction of the Company's Chairman of the Board ("Chairman") and the Board, and subject to the terms and conditions of this Agreement. The Executive's authority, duties and responsibilities shall be consistent with such authority, duties and responsibilities as are customary for this position, including, without limitation: supervising and managing all aspects of the Company's businesses; direct responsibility for each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also perform such other services and duties as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be nominated for election by its shareholders to the Board. Executive shall faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company and, as a fiduciary, is under an obligation to use due care and act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.

• SCOPE AND DUTIES During the term of this Agreement, NTX will perform the following services for CLIENT:

• Services and Duties As Administrator, and subject to the supervision and control of the Trustees of each Trust, EIS will hereafter provide facilities, equipment and personnel to carry out the following administrative services for operation of the business and affairs of each Trust and each of its series: (a) Prepare, file and maintain each Trust’s governing documents, including the Declaration of Trust (which has previously been prepared and filed), the By laws, minutes of meetings of Trustees and shareholders, and proxy statements for meetings of shareholders; (b) Prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for each Trust and each Trust’s shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (c) Prepare, negotiate and administer contracts on behalf of each Trust with, among others, each Trust’s distributor, and custodian and transfer agent; (d) Supervise each Trust’s fund accounting agent in the maintenance of each Trust's general ledger and in the preparation of each Trust's financial statements, including oversight of expense accruals and payments and the determination of the net asset value of each Trust's assets and of each Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders; (e) Calculate performance data of each Trust for dissemination to information services covering the investment company industry; (f) Prepare and file each Trust's tax returns; (g) Examine and review the operations of each Trust's custodian and transfer agent; (h) Coordinate the layout and printing of publicly disseminated prospectuses and reports; (i) Prepare various shareholder reports; (j) Assist with the design, development and operation of new series of each Trust; (k) Coordinate shareholder meetings; (l) Provide general compliance services; and (m) Advise each Trust and its Trustees on matters concerning the Trust and its affairs. The foregoing, along with any additional services that EIS shall agree in writing to perform for each Trust hereunder, shall hereafter be referred to as "Administrative Services." Administrative Services shall not include any duties, functions, or services to be performed for each Trust by such Trust’s investment adviser, distributor, custodian or transfer agent pursuant to their agreements with such Trust.

• Office and Duties (a) During the term of this Agreement, Employee shall serve as Executive Vice President, Commercial Operations of the Company, with overall responsibility for Corporate Business Development, and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term of this Agreement, Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

• TERMS AND DUTIES (a) The period of Executive's employment under this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement, and continuing on each anniversary thereafter, the disinterested members of the board of directors of the Bank ("Board") may extend the Agreement an additional year such that the remaining term of the Agreement shall be thirty-six (36) months unless the Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 8 of this Agreement. The Board will review the Agreement and Executive's performance annually for purposes of determining whether to extend the Agreement and the rationale and results thereof shall be included in the minutes of the Board's meeting. The Board shall give notice to the Executive as soon as possible after such review as to whether the Agreement is to be extended. (b) During the period of Executive's employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder including activities and services related to the organization, operation and management of the Bank and participation in community and civic organizations; provided, however, that, with the approval of the Board, as evidenced by a resolution of such Board, 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 such Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything herein to the contrary, Executive's employment with the Bank may be terminated by the Bank or the Executive during the term of this Agreement, subject to the terms and conditions of this Agreement.