Successor to Company The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
Duties of Executive Executive shall perform and discharge well and faithfully such duties as an executive officer of the Corporation and the Bank as may be assigned to Executive from time to time by the Board of Directors of the Corporation and/or the Bank. Executive shall be employed as President and Chief Executive 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 Chairman, President and Chief Executive Officer of the Corporation and as Executive Chairman of the Bank. 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 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 Chairman, President and Chief Executive Officer of the Corporation and Executive Chairman of the Bank on a part time basis consisting of not less than three (3) days per week, or a total of twenty-four (24) hours per week, and otherwise shall make himself available as may be necessary or appropriate in order to fulfill such duties and responsibilities, beginning on the earlier of (i) the date that is the twelve (12) month anniversary of the Merger Effective Date or, (ii) if so elected by either the Executive or the Board of Directors of the Corporation by not less than twenty (20) days prior written notice to the other, such earlier date as may be specified in such notice (“Part-Time Employment”), provided that Part-Time Employment shall not begin before the four (4) month anniversary of the Merger Effective Date, 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 it does not exceed 5% of the outstanding 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 business or commercial activities (including investment in an existing or prospective customer), duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, or their respective subsidiaries nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation, the Bank or their respective subsidiaries.
The Company’s Successors Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law.