Common use of Duties During the Period of Employment Clause in Contracts

Duties During the Period of Employment. Employee shall have responsibility, subject to the control of Employer’s Board of Directors for the supervision of all aspects of Employer’s business and operations, and the discharge of such other duties and responsibilities to Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by Employer’s Board of Directors. Employee shall report to Employer’s Board of Directors. Employee shall devote Employee’s best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s ability and devote all of Employee’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations; provided that such affiliations are not inconsistent with and do not interfere with the performance of Employee’s duties under this Agreement. Consistent with CBSI’s Corporate Governance Guidelines, Employee shall advise, and obtain the consent of, the Chair of the Board and Chair of the Nominating and Corporate Governance Committee prior to accepting a position on another public company board of directors. Employee shall be appointed to serve as a Director of Community Bank System, Inc. and Community Bank, NA, provided that such appointment and subsequent re-nomination to serve as a Director shall be subject to (i) Employee being qualified to serve under applicable law, regulations, and the Employer’s bylaws, and (ii) the exercise of the fiduciary duties of the Employer’s Board of Directors and nominating committee of the Board of Directors. Employee shall serve on the Board of Directors of, or as an officer of Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employer. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s duties as a Director of Employer or any of its affiliates.

Appears in 2 contracts

Samples: Employment Agreement (Community Bank System, Inc.), Employment Agreement (Community Bank System, Inc.)

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Duties During the Period of Employment. Employee shall have responsibility, subject to the control of Employer’s Board of Directors for the supervision of all aspects of Employer’s business and operations, and the discharge of such other duties and responsibilities to Employer, not inconsistent with such position, Employer as may from time to time be reasonably assigned to Employee by Employer’s Board of Directors. Employee shall report to Employer’s 's Board of Directors. Employee shall devote Employee’s best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s ability and devote all of Employee’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, business and business, civic and charitable organizations; provided that such affiliations are not inconsistent with and do not interfere with the performance of Employee’s duties under this Agreement. Consistent with CBSI’s Corporate Governance Guidelines, Employee shall advise, and obtain the consent of, the Chair of the Board and Chair of the Nominating and Corporate Governance Committee prior to accepting a position on another public company board of directors. Employee shall be appointed to serve as a Director of Community Bank System, Inc. and Community Bank, NA, provided that such appointment and subsequent re-nomination to serve as a Director shall be subject to (i) Employee being qualified to serve under applicable law, regulations, and the Employer’s bylaws, and (ii) the exercise of the fiduciary duties of the Employer’s Board of Directors and nominating committee of the Board of Directors. Employee shall serve on the Board of Directors of, or as an officer of Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employer. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s duties as a Director of Employer or any of its affiliates.

Appears in 1 contract

Samples: Employment Agreement (Community Bank System Inc)

Duties During the Period of Employment. Employee shall have responsibility, subject to the control of Employer’s Board of Directors for the supervision of all aspects of Employer’s business and operations, and the discharge of such other duties and responsibilities to Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by Employer’s Board of Directors. Employee shall report to Employer’s Board of Directors. Employee shall devote Employee’s best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s ability and devote all of Employee’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations; provided that such affiliations are not inconsistent with and do not interfere with the performance of Employee’s duties under this Agreement. Consistent Employee shall be expected to be present in Employer’s headquarters in DeWitt, New York as reasonably required by Employer in order for Employee to fulfill Employee’s duties. Prior to accepting a position on another public company board of directors, Employee shall comply with CBSI’s Corporate Governance Guidelines, Employee Guidelines and shall advise, and obtain the consent of, the Chair of the Board and Chair of the Nominating and Corporate Governance Committee prior to accepting a position on another public company board of directorsCommittee. Employee shall be appointed to serve as a Director of Community Bank System, Inc. and Community Bank, NA, provided that such appointment and subsequent re-nomination to serve as a Director shall be subject to (i) Employee being qualified to serve under applicable law, regulations, and the Employer’s bylaws, and (ii) the exercise of the fiduciary duties of the Employer’s Board of Directors and nominating committee of the Board of Directors. Employee shall serve on the Board of Directors of, or as an officer of Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employer. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s duties as a Director of Employer or any of its affiliates.

Appears in 1 contract

Samples: Employment Agreement (Community Bank System, Inc.)

Duties During the Period of Employment. As Employer’s Executive Vice President of Financial Services and Corporate Development, Employee shall have full responsibility, subject to the control of Employer’s President and Chief Executive Officer or other authorized designee of Employer’s Board of Directors Directors, for the supervision of all assigned aspects of Employer’s business and operations, including all activities related to the formulation of the strategy for the growth and development of Employer’s non-banking subsidiaries and financial services business and operations including the employee benefit and institutional trust businesses, wealth management and investment advisory businesses, and insurance businesses, and the discharge of such other duties and responsibilities to Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by Employer’s President and Chief Executive Officer, or the authorized designee of Employer’s Board of Directors. In this role, Employee will have oversight of Employer’s wealth management, insurance and employee benefit trust businesses with the leaders of those non-banking financial subsidiaries reporting to Employee. Employee shall report to Employer’s President and Chief Executive Officer or other authorized designee of Employer’s Board of Directors. Prior to the second anniversary of the Start Date, Employee shall be expected to be present in Employer’s headquarters in De Xxxx, New York (the “Headquarters”), as reasonably required by Employer in order for Employee to fulfill Employee’s duties. On and following the second anniversary of the Start Date, Employee shall perform Employee’s duties in-person at the Headquarters. Employee shall devote Employee’s best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s ability and devote all of Employee’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations; , provided that such affiliations are not inconsistent with and do not interfere with the performance of Employee’s duties under this Agreement. Consistent with CBSI’s Corporate Governance GuidelinesEmployee shall, Employee shall advise, and obtain if requested to do so by the consent of, the Chair of the Board and Chair of the Nominating and Corporate Governance Committee prior to accepting a position on another public company board of directors. Employee shall be appointed to serve as a Director of Community Bank System, Inc. and Community Bank, NA, provided that such appointment and subsequent re-nomination to serve as a Director shall be subject to (i) Employee being qualified to serve under applicable law, regulations, and the Employer’s bylaws, and (ii) the exercise of the fiduciary duties of the Employer’s Board of Directors and nominating committee of the Board of Directors. Employee shall Employer, serve on the Board of Directors ofDirectors, or as an officer of Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employercompensation. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s duties as a Director services to affiliates of Employer or any of its affiliates.Employer. ​

Appears in 1 contract

Samples: Employment Agreement (Community Bank System, Inc.)

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Duties During the Period of Employment. Employee shall have responsibility, subject to the control of Employer’s Board of Directors for the supervision of all aspects of Employer’s business and operations, and the discharge of such other duties and responsibilities to Employer, not inconsistent with such position, Employer as may from time to time be reasonably assigned to Employee by Employer’s Board of Directors. Employee shall report to Employer’s Board of Directors. Employee shall devote Employee’s best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s ability and devote all of Employee’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, business and business, civic and charitable organizations; provided that such affiliations are not inconsistent with and do not interfere with the performance of Employee’s duties under this Agreement. Consistent with CBSI’s Corporate Governance Guidelines, Employee shall advise, and obtain the consent of, the Chair of the Board and Chair of the Nominating and Corporate Governance Committee prior to accepting a position on another public company board of directors. Employee shall be appointed to serve as a Director of Community Bank System, Inc. and Community Bank, NAN.A., provided that such appointment and subsequent re-nomination to serve as a Director shall be subject to (i) Employee being qualified to serve under applicable law, regulations, and the Employer’s bylaws, and (ii) the exercise of the fiduciary duties of the Employer’s Board of Directors and nominating committee of the Board of Directors. Employee shall serve on the Board of Directors of, or as an officer of Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employer. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s duties as a Director of Employer or any of its affiliates.

Appears in 1 contract

Samples: Employment Agreement (Community Bank System, Inc.)

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