Common use of TERMS AND DUTIES Clause in Contracts

TERMS AND DUTIES. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the date first above written and shall continue for twenty-four (24) full calendar months thereafter. Commencing on 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 twenty-four (24) months, provided, however, that in order for the Agreement to renew, the disinterested members of the Board must take the following actions prior to each non-renewal notice period (as described in the next sentence): (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 the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the 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 twelve (12) months following such Anniversary Date. Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be extended and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.

Appears in 6 contracts

Samples: Employment Agreement (Kaiser Federal Financial Group, Inc.), Employment Agreement (Kaiser Federal Financial Group, Inc.), Employment Agreement (Kaiser Federal Financial Group, Inc.)

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TERMS AND DUTIES. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the date first above written and shall continue for twenty-four (24) full calendar months thereafter. Commencing on 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 twenty-four (24) months, provided, however, that in order for the Agreement to renew, the disinterested members of the Board must take the following actions prior to each non-renewal notice period (as described in the next sentence): (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 the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the 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 twelve (12( 12 ) months following such Anniversary Date. Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be extended and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.

Appears in 4 contracts

Samples: Employment Agreement (Kaiser Federal Financial Group, Inc.), Employment Agreement (Kaiser Federal Financial Group, Inc.), Employment Agreement (Kaiser Federal Financial Group, Inc.)

TERMS AND DUTIES. (a) The term of this Agreement and the period of the Executive’s employment hereunder under this Agreement shall begin as of the date first above written Effective Date and shall continue for twenty-four (24) full calendar months thereafterthrough November 1, 2024. Commencing on the Effective Date November 1, 2023 and continuing on each anniversary date November 1 thereafter (the each, an “Anniversary Date”), this Agreement shall renew for an additional year twelve (12) months such that the remaining term shall be twenty-four (24) monthsmonths from the applicable November 1, provided, however, that in order for the Agreement to renew, the disinterested members of the Board must take the following actions prior to each non-renewal notice period (as described in the next sentence): (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 the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the Executive with a unless written notice of non-renewal (“Non-Renewal Notice”) is provided to the Executive at least thirty (30) days and not more than sixty (60) days prior to any such Anniversary Date, such that this Agreement shall terminate at not be renewed. If a Non-Renewal Notice is given, the end of Agreement shall expire twelve (12) months following such the Anniversary Date. Notwithstanding Prior to each notice period for non-renewal, the foregoingdisinterested members of the Compensation Committee of the Board of Directors of the Company (“Committee”) will conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Committee’s meeting. The failure of the disinterested members of the Committee to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement. If the Committee fails to inform the Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the event that at any time prior results of the Committee’s action (or non-action) and the Committee shall, within thirty (30) days of the receipt of such request, provide a written response to the Anniversary Date the Company or the Bank has entered into an agreement Executive. Reference herein to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be refer to both such initial term and such extended and shall terminate twenty-four (24) months following the date on which the Change in Control occursterms.

Appears in 2 contracts

Samples: Employment Agreement (Northwest Bancshares, Inc.), Employment Agreement (Northwest Bancshares, Inc.)

TERMS AND DUTIES. (a) The term of this Agreement and the period of the Executive’s employment hereunder under this Agreement shall begin as of the date first above written Effective Date and shall continue for twenty-four (24) full calendar months thereaftermonth periods as set forth herein. Commencing on the Effective Date November 1, 2015 (“Anniversary Date”) and continuing on each anniversary date thereafter (the “Anniversary Date”)Date thereafter, this Agreement shall renew for an additional year twelve (12) months such that the remaining term shall be twenty-four (24) monthsmonths from the applicable November 1, provided, however, that in order for the Agreement to renew, the disinterested members of the Board must take the following actions prior to each non-renewal notice period (as described in the next sentence): (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 the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the Executive with a unless written notice of non-renewal (“Non-Renewal Notice”) is provided to the Executive at least thirty (30) days and not more than sixty (60) days prior to any such Anniversary Date, such that this Agreement shall terminate at not be renewed. If a Non-Renewal Notice is given, the end of Agreement shall expire twelve (12) months following such the Anniversary Date. Notwithstanding Prior to each notice period for non-renewal, the foregoingdisinterested members of the Compensation Committee of the Board of Directors of the Company (“Committee”) will conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Committee’s meeting. The failure of the disinterested members of the Committee to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement. If the Committee fails to inform the Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the event that at any time prior results of the Committee’s action (or non-action) and the Committee shall, within thirty (30) days of the receipt of such request, provide a written response to the Anniversary Date the Company or the Bank has entered into an agreement Executive. Reference herein to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be refer to both such initial term and such extended and shall terminate twenty-four (24) months following the date on which the Change in Control occursterms.

Appears in 1 contract

Samples: Employment Agreement (Northwest Bancshares, Inc.)

TERMS AND DUTIES. (a) The term of this Agreement and the period of the Executive’s employment hereunder under this Agreement shall begin as of the date first above written Effective Date and shall continue for twenty-four (24) full calendar months thereaftermonth periods as set forth herein. Commencing on the Effective Date November 1, 2015 (“Anniversary Date”) and continuing on each anniversary date thereafter (the “Anniversary Date”)Date thereafter, this Agreement shall renew for an additional year twelve (12) months such that the remaining term shall be twenty-four (24) monthsmonths from the applicable November 1, provided, however, that in order for the Agreement to renew, the disinterested members of the Board must take the following actions prior to each non-renewal notice period (as described in the next sentence): (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 the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the Executive with a unless written notice of non-renewal (“Non-Renewal Notice”) is provided to the Executive at least thirty (30) days and not more than sixty (60) days prior to any such Anniversary Date, such that this Agreement shall terminate at not be renewed. If a Non-Renewal Notice is given, the end of Agreement shall expire twelve (12) months following such the Anniversary Date. Notwithstanding Prior to each notice period for non-renewal, the foregoingdisinterested members of the Compensation Committee of the Board of Directors of the Company (“ Committee”) will conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Committee’s meeting. The failure of the disinterested members of the Committee to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement. If the Committee fails to inform the Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the event that at any time prior results of the Committee’s action (or non-action) and the Committee shall, within thirty (30) days of the receipt of such request, provide a written response to the Anniversary Date the Company or the Bank has entered into an agreement Executive. Reference herein to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be refer to both such initial term and such extended and shall terminate twenty-four (24) months following the date on which the Change in Control occursterms.

Appears in 1 contract

Samples: Employment Agreement (Northwest Bancshares, Inc.)

TERMS AND DUTIES. (a) The term of this Agreement and the period of the Executive’s employment hereunder under this Agreement shall begin as of the date first above written Effective Date and shall continue for twenty-four (24) full calendar months thereaftermonth periods as set forth herein. Commencing on the Effective Date November 1, 2015 (“Anniversary Date”) and continuing on each anniversary date thereafter (the “Anniversary Date”)Date thereafter, this Agreement shall renew for an additional year twelve (12) months such that the remaining term shall be twenty-four (24) monthsmonths from the applicable November 1, provided, however, that in order for the Agreement to renew, the disinterested members of the Board must take the following actions prior to each non-renewal notice period (as described in the next sentence): (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 the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the Executive with a unless written notice of non-renewal (“Non-Renewal Notice”) is provided to the Executive at least thirty (30) days and not more than sixty (60) days prior to any such Anniversary Date, such that this Agreement shall terminate at not be renewed. If a Non-Renewal Notice is given, the end of Agreement shall expire twelve (12) months following such the Anniversary Date. Notwithstanding Prior to each notice period for non-renewal, the foregoingdisinterested members of the Compensation Committee of the Board of Directors of the Company (“Committee”) will conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Committee’s meeting. The failure of the disinterested members of the Committee to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement. If the Committee fails to inform the Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the event that at any time prior results of the Committee’s action (or non-action) and the Committee Board shall, within thirty (30) days of the receipt of such request, provide a written response to the Anniversary Date the Company or the Bank has entered into an agreement Executive. Reference herein to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be refer to both such initial term and such extended and shall terminate twenty-four (24) months following the date on which the Change in Control occursterms.

Appears in 1 contract

Samples: Employment Agreement (Northwest Bancshares, Inc.)

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TERMS AND DUTIES. (a) The term period of the Executive's employment under this Agreement and the period of Executive’s employment hereunder shall begin as of the date first above written Effective Date and shall continue for twenty-four (24) full calendar months thereafteruntil November 1, 2025. Commencing on the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”)On November 1, 2025, this Agreement shall renew for an additional year twenty-four (24) months, and each November 1st (“Anniversary Date”) thereafter, this Agreement shall renew for an additional twelve (12) months such that the remaining term shall be twenty-four (24) months, provided, however, that in order for months from the Agreement to renew, the disinterested members of the Board must take the following actions prior to each non-renewal notice period (as described in the next sentence): (i) at least sixty (60) days prior to the applicable Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the Executive with a unless written notice of non-renewal ("Non-Renewal Notice") is provided to the Executive at least thirty (30) days and not more than sixty (60) days prior to November 1, 2025 or any such Anniversary Date, such as applicable, that this Agreement shall terminate at not be renewed. If a Non-Renewal Notice is given, the end of Agreement shall expire on November 1, 2025, or twelve (12) months following such the Anniversary Date, as applicable. Notwithstanding Prior to each notice period for non-renewal, the foregoingdisinterested members of the Compensation Committee of the Board of Directors of the Company ("Committee") will conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Committee's meeting. The failure of the disinterested members of the Committee to take the actions set forth herein before any Anniversary Date will result in the automatic non- renewal of this Agreement. If the Committee fails to inform the Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the event that at any time prior results of the Committee's action (or non-action) and the Committee Board shall, within thirty (30) days of the receipt of such request, provide a written response to the Anniversary Date the Company or the Bank has entered into an agreement Executive. Reference herein to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be extended and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.the

Appears in 1 contract

Samples: Northwest Bancshares, Inc.

TERMS AND DUTIES. (a) The term of this Agreement and the period of the Executive’s employment hereunder under this Agreement shall begin as of the date first above written Effective Date and shall continue for twenty-four (24) full calendar months thereaftermonth periods as set forth herein. Commencing on the Effective Date November 1, 2018 (“Anniversary Date”) and continuing on each anniversary date thereafter (the “Anniversary Date”)Date thereafter, this Agreement shall renew for an additional year twelve (12) months such that the remaining term shall be twenty-four (24) monthsmonths from the applicable November 1, provided, however, that in order for the Agreement to renew, the disinterested members of the Board must take the following actions prior to each non-renewal notice period (as described in the next sentence): (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 the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the Executive with a unless written notice of non-renewal (“Non-Renewal Notice”) is provided to the Executive at least thirty (30) days and not more than sixty (60) days prior to any such Anniversary Date, such that this Agreement shall terminate at not be renewed. If a Non-Renewal Notice is given, the end of Agreement shall expire twelve (12) months following such the Anniversary Date. Notwithstanding Prior to each notice period for non-renewal, the foregoingdisinterested members of the Compensation Committee of the Board of Directors of the Company (“Committee”) will conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Committee’s meeting. The failure of the disinterested members of the Committee to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement. If the Committee fails to inform the Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the event that at any time prior results of the Committee’s action (or non-action) and the Committee Board shall, within thirty (30) days of the receipt of such request, provide a written response to the Anniversary Date the Company or the Bank has entered into an agreement Executive. Reference herein to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be refer to both such initial term and such extended and shall terminate twenty-four (24) months following the date on which the Change in Control occursterms.

Appears in 1 contract

Samples: Employment Agreement (Northwest Bancshares, Inc.)

TERMS AND DUTIES. (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the date first above written and shall continue for twentythirty-four six (2436) full calendar months thereafter. Commencing on the Effective Date July 1, 2008 and continuing on the first day of July of each anniversary date year thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be twentythirty-four six (2436) months, provided, however, that in order for the Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions prior to each non-renewal notice period (as described in the next sentence): (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 the Agreement; and (ii) affirmatively approve the renewal or non-renewal of the Agreement, which 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 the Agreement, then the Board shall provide the 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 DateDate , such that this Agreement shall terminate at the end of twelve thirty-six (1236) months following such Anniversary Date. Notwithstanding the foregoing, in the event that at any time prior to the Anniversary Date the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 6(a)(iii) hereof, then the term of this Agreement shall be extended and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.

Appears in 1 contract

Samples: Employment Agreement (Kaiser Federal Financial Group, Inc.)

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