Common use of Duties of Employee Clause in Contracts

Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting directly and exclusively to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer (chief executive officer) of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive's activities in connection with the farming of real estate in which the Executive or the Executive's family have an interest shall be deemed to be activities engaged in by the Executive with the prior approval of the Board and the Bank Board, provided such activities do not interfere with Executive’s duties hereunder. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer an executive officer of HNC and President HNB as may be assigned to Executive, from time to time, by the CEO of HNC or the Corporation and the Bank, reporting to Chairman of the Board of Directors of HNC or HNB, so long as the Corporation (assignment is consistent with the “Board”) Executive’s office and the Bank (the “Bank Board”), respectivelyduties. Executive shall be employed as Executive Vice President of HNC and President of HNB’s Asset and Wealth Management Group to be titled Millennium Wealth Management and Private Banking, and shall have hold such powers and duties as other titles that may be given to him, from time to time be reasonably prescribed time, by the Board CEO of HNC or the Boards of Directors of HNC and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a DirectorHNB. Executive shall devote his full time, attention and energies to the business of the Corporation HNC and the Bank HNB during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, investments so long as such investment does not exceed five percent (b5%) acting as a member of the board of directors of any non-profit association equity or corporationdebt in the entity, or (cb) being involved in any charitable, civic, or other business employment activity with the prior approval of the Board and the Bank Boardof Directors of HNC, which approval shall not be unreasonably withheld. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation HNC, HNB, or the Bankany of their subsidiaries, or any other business entity affiliated with them, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation HNC, HNB, or the Bankany of their subsidiaries, affiliates or business entities.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting SBI as may be assigned to him from time to time by the Board of Directors of the Corporation SBI (the “Board”) and the Bank (the “Bank SBI Board”). Executive shall initially be employed as President and CEO of SBI. SBI will also cause Executive to be appointed to the offices of President and CEO of the Bank, respectivelyunless otherwise precluded by a governing bank regulatory authority. Further, and Executive shall have such powers and duties other executive titles as may be given to him from time to time be reasonably prescribed by the Board and of Directors of SBI, the Bank BoardBank, provided such or of any of their affiliated companies. Executive shall have all the powers and duties are consistent with Executive’s position of management conferred upon the CEO of SBI pursuant to its Bylaws, as a senior executive officer presently in effect, subject only to the control of the Corporation and SBI Board (other than the Bank. Executive shall upon duty to preside at meetings of the commencement SBI Board in the absence of this Agreement be appointed to the Board and Chairman of the Bank Board as a DirectorBoard). Executive shall devote his full business time, attention and energies to the business of the Corporation and SBI, the Bank and their affiliated companies and shall not, during the Employment Period (as defined in Section 3 of this Agreement3), be employed or involved in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to managing Executive’s personal investmentsassets and conducting his personal and family affairs, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporationas a member of the Board of Trustees of any other organization (including charitable and civic organizations), in either case whose businesses do not conflict with the several businesses of SBI, the Bank and their affiliated companies, or (c) being involved in any other business activity with the prior approval of the Board and the Bank SBI Board. Executive shall not engage Executive’s office will be located in any business or commercial activitiesBoston, duties or pursuits which compete with the business or commercial activities of the Corporation or the BankMassachusetts, nor may Executive serve as a director or officer or in any such other capacity in a company which competes with the Corporation or the Banklocation that is not further than 50 miles therefrom, unless otherwise explicitly agreed to by Executive.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting Bank as may be assigned to Executive from time to time by the Board of Directors of Corporation and the Chairman of the Corporation (so long as the “Board”) assignment is consistent with the Executive's office and the Bank (the “Bank Board”)duties. Executive shall be employed as President and Chief Operating Officer of Corporation, respectivelyeffective January 1, 2002, and shall have be promoted to President and Chief Executive Officer of Corporation effective May 1, 2002, and shall hold such powers and duties other titles as may be given to him from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement Directors of this Agreement be appointed to the Board and the Bank Board as a DirectorCorporation. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank its subsidiaries during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporationas a member of the Board of Trustees of any other organization, with the prior approval of the Board of Directors of Corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Boardof Directors of Corporation. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bankits subsidiaries, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bankits subsidiaries.

Duties of Employee. Executive Employee shall serve perform such duties as an officer of Leesport Bank as may be assigned to Employee from time to time by the Board of Directors or the Chief Executive Officer of Leesport Bank, commensurate with his position as head of a major division of Leesport Bank. Employee shall be employed as an Executive Vice President of Leesport Bank and President of the Corporation Madison Bank Division of Leesport Bank to be established in accordance with the provisions of the Merger Agreement, and the Bank, reporting shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Leesport Bank. Executive Employee shall upon the commencement of this Agreement be appointed report directly to the Board and the Bank Board as a DirectorChief Executive Officer of Leesport Bank. Executive Employee shall devote his full business time, attention and energies to the business of the Corporation and the Leesport Bank during the Employment Period (as defined in Section 3 of this Agreement4 hereof); provided, however, that this Section 2 3 shall not be construed as preventing Executive Employee from engaging in any of the following activities provided that they do not unreasonably interfere with the performance of Employee's duties under this Agreement: (a) engaging in activities incident or necessary to investing Employee's personal investments, assets; (b) acting as a member of performing volunteer work for civic and charitable institutions; (c) serving on the board boards of directors of any non-profit association organizations or, with the prior consent of the Chief Executive Officer of Leesport Bank, serving on the boards of directors of for-profit organizations that do not compete with Leesport, Leesport Bank or corporation, any of their affiliates; or (cd) being involved in any other business activity with the prior approval of the Board and the Bank Board. Chief Executive Officer of Leesport Bank, which approval shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bankbe unreasonably withheld.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation Bank and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties HNC as may be assigned to Executive from time to time be reasonably prescribed by the Board Boards of Directors of HNC and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon be Executive Vice President and Chief Operating Officer of the commencement Bank and HNC, and shall hold such other titles as may be given to him from time to time by the Boards of this Agreement be appointed to the Board Directors of HNC and the Bank Board as a DirectorBank. Executive shall devote his full time, attention and energies to the business of the Corporation HNC and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, provided however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporation, or (c) being involved in as a member of the Board of Trustees of any other business activity organization, with the prior approval of the Board of Directors of HNC and the Bank BoardBank. The Executive shall not engage in any business or commercial activities, duties or pursuits which that compete with the business or commercial activities of the Corporation HNC, or the Bankany of its subsidiaries or affiliates, nor may the Executive serve as a director or officer or in any other capacity in a company which that competes with the Corporation HNC or the Bankany of its subsidiaries or affiliates.

Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting directly and exclusively to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer (chief executive officer) of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive’s activities in connection with the farming of real estate in which the Executive or the Executive’s family have an interest shall be deemed to be activities engaged in by the Executive with the prior approval of the Board and the Bank Board, provided such activities do not interfere with Executive’s duties hereunder. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as an executive officer of Corporation, as may be assigned to Executive from time to time by the Board of Directors of Corporation and the Chairman and Chief Executive Officer and President of the Corporation so long as the assignment is consistent with the Executive’s office and the Bankduties. Executive shall be employed as Chief Financial Officer of Corporation effective May 23, reporting 2005, and shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a DirectorCorporation. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporationas a member of the Board of Trustees of any other organization, with the prior approval of the Board of Directors of Corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Boardof Directors of Corporation. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bankits subsidiaries or affiliates, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bankits subsidiaries or affiliates. The Executive represents that he is not subject to any other employment agreement and/or that his employment with Corporation will not violate, breach or be contrary to any agreement or contract to which Executive may be a party or subject.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as an executive officer of the Bank as may be assigned to Executive from time to time by the President and Chief Executive Officer and President of the Corporation Bank. Executive shall be employed as Executive Vice President and Chief Operating Officer of the Bank, reporting and shall hold such other titles as may be given to him from time to time by the President or Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention attention, ability and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as it does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors or Trustee of any non-profit association or corporationcorporation with the prior written approval of the Board of Directors of the Bank, or (c) being involved in any other business activity with the prior written approval of the Board and of Directors of the Bank BoardBank. The Executive shall not engage in any business or commercial activitiesactivities (including investment in an existing or prospective customer), duties or pursuits which compete with the business or commercial activities of the Corporation Bank, its subsidiaries or parent holding company (Codorus Valley Bancorp, Inc. or the Bank, "Corporation") nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank as may be assigned to Executive from time to time by the Chairman of the Board of the Corporation and/or the Bank. Executive shall be appointed as a member of the Board of Directors of the Bank and shall be employed as Executive Vice President and Chief Operating Officer of Corporation and the Bank, reporting and shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and or the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention attention, ability and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as it does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association or corporationcorporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written approval of the Audit Committee of the Board of Directors of the Bank, or (c) being involved in any other business activity with the prior written approval of the Board and of Directors of the Bank BoardBank. The Executive shall not engage in any business or commercial activitiesactivities (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 Corporation, the Bank or the Banktheir respective subsidiaries.

Duties of Employee. Executive Employee shall serve perform such duties as an officer of Leesport Bank as may be assigned to Employee from time to time by the Board of Directors or the Chief Executive Officer of Leesport Bank, commensurate with his position as head of a major division of Leesport Bank. Employee shall be employed as an Executive Vice President of Leesport Bank and President of the Corporation Madison Bank Division of Leesport Bank to be established in accordance with the provisions of the Merger Agreement, and the Bank, reporting shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Leesport Bank. Executive Employee shall upon the commencement of this Agreement be appointed report directly to the Board and the Bank Board as a DirectorChief Executive Officer of Leesport Bank. Executive Employee shall devote his full business time, attention and energies to the business of the Corporation and the Leesport Bank during the Employment Period (as defined in Section 3 of this Agreement4 hereof); provided, however, that this Section 2 3 shall not be construed as preventing Executive Employee from engaging in any of the following activities provided that they do not unreasonably interfere with the performance of Employee’s duties under this Agreement: (a) engaging in activities incident or necessary to investing Employee’s personal investments, assets; (b) acting as a member of performing volunteer work for civic and charitable institutions; (c) serving on the board boards of directors of any non-profit association organizations or, with the prior consent of the Chief Executive Officer of Leesport Bank, serving on the boards of directors of for-profit organizations that do not compete with Leesport, Leesport Bank or corporation, any of their affiliates; or (cd) being involved in any other business activity with the prior approval of the Board and the Bank Board. Chief Executive Officer of Leesport Bank, which approval shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bankbe unreasonably withheld.

Duties of Employee. Executive shall serve as the President and Chief Executive Officer and President of the Corporation and the Bank, reporting only to the Board of Directors of the Corporation (the “Board”) and the Bank (and shall have supervision and control over, and responsibility for, the “Bank Board”), respectivelygeneral management and operation of the Corporation and the Bank, and shall have such other powers and duties as may from time to time be reasonably prescribed by the Board of Directors of the Corporation and the Bank BoardBank, provided such powers and duties are consistent with the Executive’s position as a senior executive officer of the Corporation and the Bankposition. Executive shall upon the commencement be elected as a member and Chairman of this Agreement be appointed to the Board of Directors of the Corporation, subject to election by shareholders, and appointed as Chairman of the Bank Corporation’s Board as a Directorof Directors. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and of Directors of the Bank BoardCorporation or the Bank. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive shall serve perform and discharge well and faithfully such duties as Chief Executive Officer and President an executive officer of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may be assigned to Executive from time to time be reasonably prescribed by the Board Boards of Directors of HNC and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon be Executive Vice President of the commencement Bank and HNC and President of this Agreement Millennium Wealth Management and Private Banking and shall hold such other titles as may be appointed given to him from time to time by the Board Boards of Directors of HNC and the Bank Board as a DirectorBank. Executive shall devote his full time, attention and energies to the business of the Corporation HNC and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investmentsinvestments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the board Board of directors Directors of any non-profit association other corporation or corporation, or (c) being involved in as a member of the Board of Trustees of any other business activity organization, with the prior approval of the Board of Directors of HNC and the Bank BoardBank. The Executive shall not engage in any business or commercial activities, duties or pursuits which that compete with the business or commercial activities of the Corporation HNC, or the Bankany of its subsidiaries or affiliates, nor may the Executive serve as a director or officer or in any other capacity in a company which that competes with the Corporation HNC or the Bankany of its subsidiaries or affiliates.

Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. During the Employment Period (as defined in Section 3 of this Agreement) Executive shall upon serve on the commencement of this Agreement be appointed Bank Board, and the Corporation shall re-nominate Executive for election to the Board and shall recommend such election to shareholders, for any annual meeting of shareholders of the Bank Board as a DirectorCorporation at which the class of directors in which Executive is serving will be elected. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit non‑profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Duties of Employee. Executive Employee shall serve perform such duties as an officer of Leesport Bank as may be assigned to Employee from time to time by the Board of Directors or the Chief Executive Officer of Leesport Bank. Employee shall hold the titles of Executive Vice President of Leesport Bank and President of the Corporation and the Madison Bank Division of Leesport Bank, reporting and shall hold such other titles as may be given to him from time to time by the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Leesport Bank. Executive Employee shall upon the commencement of this Agreement be appointed report directly to the Board and the Bank Board as a DirectorChief Executive Officer of Leesport Bank. Executive Employee shall devote his full business time, attention and energies to the business of the Corporation and the Leesport Bank during the Employment Period (as defined in Section 3 of this Agreement4 hereof); provided, however, that this Section 2 3 shall not be construed as preventing Executive Employee from engaging in any of the following activities provided that they do not unreasonably interfere with the performance of Employee’s duties under this Agreement: (a) engaging in activities incident or necessary to investing Employee’s personal investments, assets; (b) acting as a member of performing volunteer work for civic and charitable institutions; (c) serving on the board boards of directors of any non-profit association organizations or, with the prior consent of the Chief Executive Officer of Leesport Bank, serving on the boards of directors of for-profit organizations that do not compete with Leesport, Leesport Bank or corporation, any of their affiliates; or (cd) being involved in any other business activity with the prior approval of the Board and the Bank Board. Chief Executive Officer of Leesport Bank, which approval shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.be unreasonably withheld. “