Common use of Consultancy Clause in Contracts

Consultancy. (a) Commencing August 1, 1997, Executive shall, upon reasonable request of the Corporation, at any time during the following seven years (through July 31, 2004), provide his services to the Corporation as a consultant, and receive payments at an annual rate of $500,000 for such consulting services rendered and his availability to provide such services, payable quarterly in advance commencing as of the Payment Date. Executive may be asked to provide his consulting services to the Corporation with respect to any matter within the general area of Executive's expertise as developed during his employment with the Corporation that may from time to time arise during the consulting period but Executive shall be required to act only in an advisory capacity to the officers of the Corporation; it being understood that such services shall include initially consultation on transitional matters. It is, however, understood and agreed that Executive shall not be called upon to devote a major portion of his business time to the performance of services as a consultant to the Corporation and that Executive shall only be required to perform his consulting services at such times, and at such places and for such periods, as will result in the least inconvenience to Executive in relation to such other commitments as he may have from time to time (including, without limitation, any full-time employment). It is further understood and agreed that Executive may provide his consulting services in person at the office to be provided to him by the Corporation as required by Section 3(f) hereof or at other locations reasonably requested by the Corporation or by correspondence or telecommunications from his residence or elsewhere as Executive may determine. Regardless of how performed, all of Executive's consulting services shall be provided to the best of his ability. Executive's obligation to render consulting services to the Corporation pursuant hereto shall be suspended (but not his right to receive the consulting payments provided hereby) for such periods during which Executive may be physically or mentally incapacitated. In the event of Executive's death before the end of the period during which he is to provide consulting services to the Corporation pursuant hereto (assuming none of the contingencies referred to in the penultimate sentence of this paragraph 6(a) has occurred), the consulting payments to which Executive is entitled pursuant to this Section 6 shall be payable to such beneficiary or beneficiaries as may be designated by Executive in a written designation received by the Corporation or, if no such designation is received by the Corporation or any previous designation is revoked in writing and such revocation is received by the Corporation prior to Executive's death, to Executive's estate, in either such case on such periodic basis as may be convenient to the Corporation (but not less often than monthly). Executive shall be reimbursed by the Corporation for his reasonable out-of-pocket business expenses incurred in connection with the performance of his consultancy services for the Corporation, upon receipt by the Corporation of reasonable evidence thereof, provided that such expenses were incurred with the prior, written authorization of the Corporation. Notwithstanding the foregoing provisions of this paragraph 6(a), the Corporation's obligation to make consulting payments to Executive is contingent upon (i) Executive not having breached his duty to provide consulting services as provided by this paragraph 6(a) or his confidentiality, non-competition and non-solicitation obligations as provided by Section 7 hereof and (ii) Executive not having provided management or executive services (whether as a consultant, adviser, officer, or director) to any company (whether or not referred to in paragraph 7(b)(ii) hereof) which is in direct and substantial competition with the air transportation business of the Corporation and its subsidiaries as that business is conducted on July 31, 1997, without the prior, express, written consent of the Corporation; provided, however, that the provisions of clause (ii) of this sentence shall not prevent Executive from owning any debt securities of, or less than 5% of any class of equity security of, any company if such security is registered under Section 12 of the Securities Exchange Act of 1934, as amended. In view of the worldwide air transportation business of the Corporation and the detailed involvement of Executive in all aspects of that worldwide business, it is understood and agreed that the restrictions agreed to in clause (ii) of the immediately preceding sentence are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interests of the Corporation. (b) The period during which Executive shall provide consulting services to the Corporation as provided by paragraph 6(a) hereof shall be automatically extended, beginning August 1, 2004, for an additional year (until July 31, 2005), even in the event of Executive's incapacity or death prior thereto, and Executive (or his beneficiaries or estate, as the case may be) accordingly shall be entitled to receive on the terms and subject to the conditions therein provided additional consulting payments in respect of such year at an annual rate of $500,000, in quarterly installments, payable in advance, unless Executive at any time during the previous seven-year period has provided management or executive services (as an employee, consultant, advisor, officer or director or in any other capacity) for compensation either (i) to a non-governmental third party (whether or not a competitor of the Corporation) or (ii) to a governmental entity (other than on a part-time, consulting basis), unless Executive has provided such services with the prior, express, written consent of the Corporation; provided, however, that, notwithstanding the foregoing provisions of this sentence, Executive may provide his services (i) as a non-officer director of any company that does not directly or indirectly conduct business which is in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997 or (ii) to a business owned by Executive and/or his family which is not in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997.

Consultancy. (a) Commencing August 1, 1997, Executive shall, upon reasonable request In consideration of the Corporationpayments specified in Section 5(a)(i) hereof, at any time during the period commencing on the first day following seven years the date of expiration of the period referred to in Section 4(b)(iv) hereof and ending six months thereafter (through July 31, 2004the "Consulting Period"), provide his services to the Corporation as a consultant, and receive payments at an annual rate of $500,000 for such consulting services rendered and his availability to provide such services, payable quarterly in advance commencing as of the Payment Date. Executive may be asked undertakes to provide his consulting services personal advice and counsel to the Corporation Company and Family Bank, FSB, a wholly-owned subsidiary of the Company, in connection with respect the business of the Company and Family Bank, FSB, including consulting with the Company and Family Bank, FSB regarding their operations and customer relationships, growth and expansion opportunities and other business matters (collectively, the "Consulting Services"), subject to the terms and conditions which are set forth herein. (i) In no event shall the Executive be required to provide Consulting Services hereunder for more than 35 hours per week or 140 hours in any matter within calendar month during the general area of Consulting Period. (ii) The Executive shall provide such Consulting Services commensurate with the Executive's expertise prior experience as developed during may be reasonably requested by the Chief Executive Officer of the Company or his employment with the Corporation that may designee from time to time arise during the consulting period but Executive shall and at mutually agreeable times. Such Consulting Services may be required to act only provided in an advisory capacity to the officers of the Corporation; it being understood that such services shall include initially consultation on transitional matters. It isperson, howevertelephonically, understood and agreed that electronically or by correspondence. (iii) The Executive shall not be called upon to devote a major portion of his business time to the performance of services as a consultant to the Corporation and that Executive shall only be required to perform his consulting services at such timesprovide Consulting Services outside a 50-m▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, and at such places and for such periods▇▇▇▇▇▇▇▇▇▇▇▇▇, as will result in ▇▇ovided that the least inconvenience to Executive in relation to such other commitments as he may have from time to time (including, without limitation, any full-time employment). It is further understood and agreed that Executive may provide his consulting services in person at the office to be provided to him by the Corporation as required by Section 3(f) hereof or at other locations reasonably requested by the Corporation or by correspondence or telecommunications from his residence or elsewhere as Executive may determine. Regardless of how performed, all of Executive's consulting services shall be provided to the best of his ability. Executive's obligation to render consulting services to the Corporation pursuant hereto shall be suspended (but not his right to receive the consulting payments provided hereby) for such periods during which Executive may be physically or mentally incapacitated. In the event of Executive's death before the end of the period during which he is requested to provide consulting services to at the Corporation pursuant hereto (assuming none executive offices of the contingencies referred Company located in Portland, Maine up to in not more than four times per month during the penultimate sentence of this paragraph 6(a) has occurred), the consulting payments to which Executive is entitled pursuant to this Section 6 shall be payable to such beneficiary or beneficiaries as may be designated by Executive in a written designation received by the Corporation or, if no such designation is received by the Corporation or any previous designation is revoked in writing and such revocation is received by the Corporation prior to Executive's death, to Executive's estate, in either such case on such periodic basis as may be convenient to the Corporation (but not less often than monthly). Executive shall be reimbursed by the Corporation for his reasonable out-of-pocket business expenses incurred in connection with the performance of his consultancy services for the Corporation, upon receipt by the Corporation of reasonable evidence thereof, provided that such expenses were incurred with the prior, written authorization of the Corporation. Notwithstanding the foregoing provisions of this paragraph 6(a), the Corporation's obligation to make consulting payments to Executive is contingent upon (i) Executive not having breached his duty to provide consulting services as provided by this paragraph 6(a) or his confidentiality, non-competition and non-solicitation obligations as provided by Section 7 hereof and (ii) Executive not having provided management or executive services (whether as a consultant, adviser, officer, or director) to any company (whether or not referred to in paragraph 7(b)(ii) hereof) which is in direct and substantial competition with the air transportation business of the Corporation and its subsidiaries as that business is conducted on July 31, 1997, without the prior, express, written consent of the Corporation; provided, however, that the provisions of clause (ii) of this sentence shall not prevent Executive from owning any debt securities of, or less than 5% of any class of equity security of, any company if such security is registered under Section 12 of the Securities Exchange Act of 1934, as amended. In view of the worldwide air transportation business of the Corporation and the detailed involvement of Executive in all aspects of that worldwide business, it is understood and agreed that the restrictions agreed to in clause (ii) of the immediately preceding sentence are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interests of the CorporationConsulting Period. (b) The period during which Company shall reimburse the Executive or otherwise provide for or pay for all reasonable expenses incurred by the Executive at the request of the Company, subject to such reasonable documentation as may be requested by the Company. If such expenses are paid in the first instance by the Executive, the Company shall reimburse the Executive therefor upon receipt of such reasonable documentation as may be requested by the Company. (c) During the Consulting Period, the Executive shall provide consulting services to the Corporation as provided by paragraph 6(a) hereof shall be automatically extended, beginning August 1, 2004, for an additional year (until July 31, 2005), even in the event of Executive's incapacity or death prior thereto, and Executive (or his beneficiaries or estate, as the case may be) accordingly shall be entitled to receive on the terms and subject to the conditions therein provided additional consulting payments in respect of such year at an annual rate of $500,000, in quarterly installments, payable in advance, unless Executive at any time during the previous seven-year period has provided management or executive services (treated as an employee, consultant, advisor, officer or director or in any other capacity) for compensation either (i) independent contractor and shall not be deemed to a non-governmental third party (whether or not a competitor be an employee of the Corporation) Company or (ii) to a governmental entity (any subsidiary or other than on a part-time, consulting basis), unless Executive has provided such services with the prior, express, written consent affiliate of the Corporation; provided, however, that, notwithstanding the foregoing provisions of this sentence, Executive may provide his services (i) as a non-officer director of any company that does not directly or indirectly conduct business which is in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997 or (ii) to a business owned by Executive and/or his family which is not in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997Company.

Consultancy. (a) Commencing August 1During the Consulting Period, 1997, the parties agree that the Executive shall, upon reasonable request of the Corporation, at any time during the following seven years (through July 31, 2004), will provide his services personal advice and counsel to the Corporation as a consultantCompany and the Association in connection with their businesses including, but not limited to, consulting with the Company and receive payments at an annual rate of $500,000 for such consulting services rendered and his availability to provide such services, payable quarterly in advance commencing as of the Payment Date. Executive may be asked to provide his consulting services Association regarding matters reasonably related to the Corporation Company and the Association and identified by the Board of Directors and reasonably acceptable to the Executive with respect to any matter within the general area transition to a new President and Chief Executive Officer as well as other matters regarding the operations of Executive's expertise the Company and the Association and relationships with customers and stockholders as developed during his employment with may be identified by the Corporation that Board of Directors (the "Consulting Services"), subject to the terms and conditions set forth herein. The Executive shall provide such Consulting Services as may be reasonably requested by the Board of Directors of the Company from time to time arise during the consulting period but Executive shall be required to act only in an advisory capacity to the officers of the Corporation; it being understood that such services shall include initially consultation on transitional matters. It is, however, understood at mutually agreeable and agreed that Executive shall not be called upon to devote a major portion of his business time to the performance of services as a consultant to the Corporation and that Executive shall only be required to perform his consulting services at such reasonable times, and at such places and for such periods, as will result in the least inconvenience to Executive in relation to such other commitments as he may have from time to time (including, without limitation, any full-time employment). It is further understood and agreed that Executive may provide his consulting services in person at the office to be provided to him by the Corporation as required by Section 3(f) hereof or at other locations reasonably requested by the Corporation or by correspondence or telecommunications from his residence or elsewhere as Executive may determine. Regardless of how performed, all of Executive's consulting services shall be provided to the best of his ability. Executive's obligation to render consulting services to the Corporation pursuant hereto shall be suspended (but not his right to receive the consulting payments provided hereby) for such periods during which Executive may be physically or mentally incapacitated. In the event of Executive's death before the end of the period during which he is to provide consulting services to the Corporation pursuant hereto (assuming none of the contingencies referred to in the penultimate sentence of this paragraph 6(a) has occurred), the consulting payments to which Executive is entitled pursuant to this Section 6 shall be payable to such beneficiary or beneficiaries as may be designated by Executive in a written designation received by the Corporation or, if no such designation is received by the Corporation or any previous designation is revoked in writing and such revocation is received by the Corporation prior to Executive's death, to Executive's estate, in either such case on such periodic basis as may be convenient to the Corporation (but not less often than monthly). Executive shall be reimbursed by the Corporation for his reasonable out-of-pocket business expenses incurred in connection with the performance of his consultancy services for the Corporation, upon receipt by the Corporation of reasonable evidence thereof, provided that such expenses were incurred with the prior, written authorization of the Corporation. Notwithstanding the foregoing provisions of this paragraph 6(a), the Corporation's obligation to make consulting payments to Executive is contingent upon (i) Executive not having breached his duty to provide consulting services as provided by this paragraph 6(a) or his confidentiality, non-competition and non-solicitation obligations as provided by Section 7 hereof and (ii) Executive not having provided management or executive services (whether as a consultant, adviser, officer, or director) to any company (whether or not referred to in paragraph 7(b)(ii) hereof) which is in direct and substantial competition with the air transportation business of the Corporation and its subsidiaries as that business is conducted on July 31, 1997, without the prior, express, written consent of the Corporation; provided, however, that the provisions Executive will not be required to provide Consulting Services of clause (ii) of this sentence more than 60 hours per month during the Consulting Period. Such Consulting Services may be provided at reasonable times either in person, telephonically, electronically or by correspondence as the Company and the Executive may agree. The Executive shall not prevent be required to remain as a director of the Employers during the Consulting Period. If the Board utilizes the Executive from owning any debt securities of, or for less than 5% of any class of equity security of, any company if such security is registered under Section 12 60 hours per month it will not be grounds for termination of the Securities Exchange Act of 1934, as amended. In view of the worldwide air transportation business of the Corporation and the detailed involvement of Executive in all aspects of that worldwide business, it is understood and agreed that the restrictions agreed to in clause (ii) of the immediately preceding sentence are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interests of the Corporationconsultancy. (b) The period during which During the Consulting Period, the Executive shall be treated as an independent contractor and shall not be deemed to be an executive or employee of the Company, the Association or any other affiliate of the Company. (c) In the event the Board of Directors determines the Executive has substantially failed to provide consulting services the Consulting Services required by the Agreement, it shall provide written notice to the Corporation as provided by paragraph 6(a) hereof Executive, in accordance with Section 13 hereof, which notice shall be automatically extended, beginning August 1, 2004, set forth in reasonable detail the facts and circumstances that are the basis for an additional year (until July 31, 2005), even the Board's determination. Termination of the consultancy can only occur if the Executive fails to respond to a request for Consulting Services. Employers' disagreement with Executive's opinions and recommendations shall not constitute grounds for termination. The Executive shall have 30 days from the date of the notice to cure the failure or to respond in writing to the Board's determination. If the Executive shall have failed to return to full performance of his Consulting Services within the 30-day period or failed to adequately respond to the facts and circumstances set forth in the event written notice, the Board may give the Executive written notice, in accordance with Section 13 hereof, of Executive's incapacity or death prior thereto, and Executive (or his beneficiaries or estate, as its intention to terminate the case may be) accordingly shall be entitled to receive consultancy effective on the terms and subject to 30th day after the conditions therein provided additional consulting payments in respect date of such year at an annual rate of $500,000, in quarterly installments, payable in advance, unless Executive at any time during the previous seven-year period has provided management or executive services (as an employee, consultant, advisor, officer or director or in any other capacity) for compensation either (i) to a non-governmental third party (whether or not a competitor written notice. As of the Corporation) or (ii) to a governmental entity (other than on a part-time, consulting basis), unless Executive has provided such services with the prior, express, written consent effective date of termination of the Corporation; providedconsultancy, however, that, notwithstanding the foregoing provisions of this sentence, Executive may provide his services (i) as a non-officer director of any company that does not directly or indirectly conduct business which is in direct and substantial competition with the air transportation business obligation of the Corporation as that business is conducted on July 31, 1997 or (iiEmployers to pay the remaining Consulting Fee and other benefits pursuant to Sections 3 and 4(a) to a business owned by Executive and/or his family which is not in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997shall cease.

Consultancy. (a) Commencing August 1Subject to the provisions of Section 1(e), 1997below, Executive shallthe parties hereto agree that, upon reasonable request of the Corporation, at any time during the two-year period immediately following seven years the date hereof (through July 31, 2004"Consulting Period"), provide his services to the Corporation as a consultant, and receive payments at an annual rate of $500,000 for such consulting services rendered and his availability to provide such services, payable quarterly in advance commencing as of the Payment Date. Executive may be asked Consultant undertakes to provide his consulting services personal advice and counsel to the Corporation with respect to any matter within the general area of Executive's expertise as developed during his employment Company and its subsidiaries in connection with the Corporation that business of the Company and its subsidiaries, including consulting with the Company regarding the operations and customer relationships of the Company and providing introductions to customers (herein referred to as the "Consulting Services"), subject to the terms and conditions which are set forth herein. (i) In no event shall the Consultant be required to provide more than 80 hours of Consulting Services in any calendar month during the Consulting Period. (ii) The Consultant shall provide such Consulting Services commensurate with the Consultant's prior experience as may be reasonably requested by the Chief Executive Officer of the Company from time to time arise during the consulting period but Executive and at mutually agreeable times. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. (iii) The Consultant shall not be required to act only in an advisory capacity to the officers provide Consulting Services outside a 50 mile radius of the Corporation; it being understood that such services shall include initially consultation on transitional matters. It isTupelo, however, understood and agreed that Executive shall not be called upon to devote a major portion of his business time to the performance of services as a consultant to the Corporation and that Executive shall only be required to perform his consulting services at such times, and at such places and for such periods, as will result in the least inconvenience to Executive in relation to such other commitments as he may have from time to time (including, without limitation, any full-time employment). It is further understood and agreed that Executive may provide his consulting services in person at the office to be provided to him by the Corporation as required by Section 3(f) hereof or at other locations reasonably requested by the Corporation or by correspondence or telecommunications from his residence or elsewhere as Executive may determine. Regardless of how performed, all of Executive's consulting services shall be provided to the best of his ability. Executive's obligation to render consulting services to the Corporation pursuant hereto shall be suspended (but not his right to receive the consulting payments provided hereby) for such periods during which Executive may be physically or mentally incapacitated. In the event of Executive's death before the end of the period during which he is to provide consulting services to the Corporation pursuant hereto (assuming none of the contingencies referred to in the penultimate sentence of this paragraph 6(a) has occurred), the consulting payments to which Executive is entitled pursuant to this Section 6 shall be payable to such beneficiary or beneficiaries as may be designated by Executive in a written designation received by the Corporation or, if no such designation is received by the Corporation or any previous designation is revoked in writing and such revocation is received by the Corporation prior to Executive's death, to Executive's estate, in either such case on such periodic basis as may be convenient to the Corporation (but not less often than monthly). Executive shall be reimbursed by the Corporation for his reasonable out-of-pocket business expenses incurred in connection with the performance of his consultancy services for the Corporation, upon receipt by the Corporation of reasonable evidence thereof, provided that such expenses were incurred with the prior, written authorization of the Corporation. Notwithstanding the foregoing provisions of this paragraph 6(a), the Corporation's obligation to make consulting payments to Executive is contingent upon (i) Executive not having breached his duty to provide consulting services as provided by this paragraph 6(a) or his confidentiality, non-competition and non-solicitation obligations as provided by Section 7 hereof and (ii) Executive not having provided management or executive services (whether as a consultant, adviser, officer, or director) to any company (whether or not referred to in paragraph 7(b)(ii) hereof) which is in direct and substantial competition with the air transportation business of the Corporation and its subsidiaries as that business is conducted on July 31, 1997, without the prior, express, written consent of the Corporation; provided, however, that the provisions of clause (ii) of this sentence shall not prevent Executive from owning any debt securities of, or less than 5% of any class of equity security of, any company if such security is registered under Section 12 of the Securities Exchange Act of 1934, as amended. In view of the worldwide air transportation business of the Corporation and the detailed involvement of Executive in all aspects of that worldwide business, it is understood and agreed that the restrictions agreed to in clause (ii) of the immediately preceding sentence are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interests of the CorporationMississippi. (b) The period In consideration of the Consultant's agreement to provide Consulting Services hereunder, during which Executive the Consulting Period, the Company shall, or shall cause one of its subsidiaries to (i) pay the Consultant consulting fees at the rate of $75,000 per annum, payable in monthly installments on the last business day of each month during such Consulting Period; (ii) provide consulting services life and health insurance coverage substantially identical to the Corporation as coverage provided by paragraph 6(aMerchants & Farmers Bank to its employees; (iii) hereof pay the country club dues for the Consultant's current membership; and (iv) provide the Consultant with the continued use of the car that Community Federal had provided to him immediately prior hereto, plus the cost of gasoline, insurance, repairs and maintenance with respect to such car. (c) The Company shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of the Company, subject to such reasonable documentation as may be established by the Board of Directors of the Company. If such expenses are paid in the first instance by the Consultant, the Company shall reimburse the Consultant therefor. (d) During the Consulting Period, the Consultant shall be automatically extendedtreated as an independent contractor and shall not be deemed to be an employee of the Company or any other affiliate of the Company. However, beginning August 1all payments to be made to the Consultant hereunder shall be subject to withholding of such amounts, 2004if any, relating to income tax and other payroll deductions as may be required by law or regulation during the Consulting Period. (e) If the Consultant (x) shall become disabled or incapacitated to the extent that he is unable to perform his duties for an additional year a period of six (until July 316) consecutive months in any twelve (12) month period or (y) has materially breached the terms of this Agreement, 2005)the Company may terminate the Consultant by written notice of termination provided to the Consultant. Thereafter, even in the event of Executive's incapacity or death prior thereto, and Executive (or his beneficiaries or estate, as the case may be) accordingly Consultant shall be entitled to receive on no further compensation or benefits under the terms and subject to the conditions therein provided additional of this Agreement. The consulting payments in respect of such year at an annual rate of $500,000, in quarterly installments, payable in advance, unless Executive at any time during the previous seven-year period has provided management or executive services (as an employee, consultant, advisor, officer or director or in any other capacity) for compensation either (i) to a non-governmental third party (whether or not a competitor of the Corporation) or (ii) to a governmental entity (other than on a part-time, consulting basis), unless Executive has provided such services with the prior, express, written consent Consultant shall automatically terminate by reason of the Corporation; provideddeath of the Consultant and no notice of termination shall be required. After his death, however, that, notwithstanding the foregoing provisions estate and family of the Consultant shall be entitled to no further compensation or benefits under the terms of this sentence, Executive may provide his services (i) as a non-officer director of any company that does not directly or indirectly conduct business which is in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997 or (ii) to a business owned by Executive and/or his family which is not in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997Agreement.

Consultancy. During the period beginning on the Effective Date and for a period of six (6) months thereafter (the “Consulting Period”), the Consultant shall undertake to provide his personal advice and counsel to the Employer and its subsidiaries and affiliates in connection with the business of the Employer and its subsidiaries, on an “as needed” basis, including, but not limited to: (a) Commencing August 1will provide advisory and consultative services to Royal as instructed by Royal’s CEO and will ensure that all job functions, 1997direct and indirect reporting relationships are fully transitioned to those individuals designated by Royal’s CEO no later than June 30th, Executive shall2012; (b) consulting with the Employer regarding the operations, upon reasonable request regulatory, legal and customer relationships of the Corporation, at any time during Employer and its subsidiaries; (c) providing services similar to those the following seven years Consultant is currently providing the Employer; (through July 31, 2004collectively the “Consulting Services”), provide his services subject to the Corporation as a consultant, terms and receive payments at an annual rate of $500,000 for such consulting services rendered and his availability to conditions which are set forth herein. The Consultant shall provide such services, payable quarterly in advance commencing Consulting Services as of the Payment Date. Executive may be asked to provide his consulting services to the Corporation with respect to any matter within the general area of Executive's expertise as developed during his employment with the Corporation that may requested from time to time arise during by the consulting period but Chief Executive Officer of the Employer. During the Consulting Period, the Consultant shall be required available to act only in an advisory capacity devote up to 25 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the officers business and affairs of the Corporation; it being understood that Employer and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of the Employer and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by the Employer and the Consultant. The Consultant shall be reasonably available for meetings at the principal executive offices of the Employer and outside locations as needed at such services times as the Employer shall include initially consultation on transitional mattersreasonably require. It isThe Consultant will not maintain an assigned office at any of the Employer’s locations. (d) During the Consulting Period, however, understood the Consultant shall be treated as an independent contractor and agreed that Executive shall not be called upon deemed to devote a major portion be an employee of his business time the Employer or any subsidiary or affiliate of the Employer. (e) Subject to the performance restrictions of Section 2, Employer acknowledges that Consultant may render services as to a consultant to third party(ies), and/or Consultant may be engaged in his own business(es) during the Corporation and that Executive term of this Agreement. Notwithstanding the foregoing, Consultant shall only be required to perform his consulting services at such times, and at such places and for such periods, as will result in the least inconvenience to Executive in relation to such other commitments as he may have from time to time (including, without limitation, any not accept full-time employment). It employment with another employer prior to December 31, 2012 unless prior notification is further understood and agreed that Executive may provide his consulting services in person at the office to be provided to him by the Corporation as required by Section 3(f) hereof or at other locations reasonably requested by the Corporation or by correspondence or telecommunications from his residence or elsewhere as Executive may determine. Regardless of how performed, all of Executive's consulting services shall be provided to the best of his ability. Executive's obligation to render consulting services to the Corporation pursuant hereto shall be suspended (but not his right to receive the consulting payments provided hereby) for such periods during which Executive may be physically or mentally incapacitatedEmployer. In the event of Executive's death before Consultant accepts full-time employment with another employer prior to December 31, 2012, the end obligations of the period during which he is to provide consulting services to the Corporation pursuant hereto (assuming none of the contingencies referred to in the penultimate sentence of this paragraph 6(a) has occurred), the consulting payments to which Executive is entitled pursuant to this Section Employer under Sections 6 and 7 shall be payable to such beneficiary or beneficiaries as may be designated by Executive in a written designation received by the Corporation or, if no such designation is received by the Corporation or any previous designation is revoked in writing and such revocation is received by the Corporation prior to Executive's death, to Executive's estate, in either such case on such periodic basis as may be convenient to the Corporation (but not less often than monthly). Executive shall be reimbursed by the Corporation for his reasonable out-of-pocket business expenses incurred in connection with the performance of his consultancy services for the Corporation, upon receipt by the Corporation of reasonable evidence thereof, provided that such expenses were incurred with the prior, written authorization of the Corporation. Notwithstanding the foregoing provisions of this paragraph 6(a), the Corporation's obligation to make consulting payments to Executive is contingent upon (i) Executive not having breached his duty to provide consulting services as provided by this paragraph 6(a) or his confidentiality, non-competition and non-solicitation obligations as provided by Section 7 hereof and (ii) Executive not having provided management or executive services (whether as a consultant, adviser, officer, or director) to any company (whether or not referred to in paragraph 7(b)(ii) hereof) which is in direct and substantial competition with the air transportation business of the Corporation and its subsidiaries as that business is conducted on July 31, 1997, without the prior, express, written consent of the Corporation; provided, however, that the provisions of clause (ii) of this sentence shall not prevent Executive from owning any debt securities of, or less than 5% of any class of equity security of, any company if such security is registered under Section 12 of the Securities Exchange Act of 1934, as amended. In view of the worldwide air transportation business of the Corporation and the detailed involvement of Executive in all aspects of that worldwide business, it is understood and agreed that the restrictions agreed to in clause (ii) of the immediately preceding sentence are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interests of the Corporationcease. (b) The period during which Executive shall provide consulting services to the Corporation as provided by paragraph 6(a) hereof shall be automatically extended, beginning August 1, 2004, for an additional year (until July 31, 2005), even in the event of Executive's incapacity or death prior thereto, and Executive (or his beneficiaries or estate, as the case may be) accordingly shall be entitled to receive on the terms and subject to the conditions therein provided additional consulting payments in respect of such year at an annual rate of $500,000, in quarterly installments, payable in advance, unless Executive at any time during the previous seven-year period has provided management or executive services (as an employee, consultant, advisor, officer or director or in any other capacity) for compensation either (i) to a non-governmental third party (whether or not a competitor of the Corporation) or (ii) to a governmental entity (other than on a part-time, consulting basis), unless Executive has provided such services with the prior, express, written consent of the Corporation; provided, however, that, notwithstanding the foregoing provisions of this sentence, Executive may provide his services (i) as a non-officer director of any company that does not directly or indirectly conduct business which is in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997 or (ii) to a business owned by Executive and/or his family which is not in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997.

Consultancy. During the period beginning on the date on which Consultant’s employment with the Employer is terminated (the “Termination Date”) and for a period of thirty-six (36) months thereafter (the “Consulting Period”), the Consultant shall undertake to provide his personal advice and counsel to the Employer and its subsidiaries and affiliates in connection with the business of the Employer and its subsidiaries, including, but not limited to: (a) Commencing August 1, 1997, Executive shall, upon reasonable request providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) consulting with the Employer regarding the operations and customer relationships of the Corporation, at any time during Employer and its subsidiaries; (c) providing introductions to customers and providing personal services similar to those the following seven years Consultant is currently providing the Employer; (through July 31, 2004collectively the “Consulting Services”), provide his services subject to the Corporation as a consultant, terms and receive payments at an annual rate of $500,000 for such consulting services rendered and his availability to conditions which are set forth herein. The Consultant shall provide such services, payable quarterly in advance commencing Consulting Services as of the Payment Date. Executive may be asked to provide his consulting services to the Corporation with respect to any matter within the general area of Executive's expertise as developed during his employment with the Corporation that may requested from time to time arise during by the consulting period but Chief Executive Officer of the Employer. During the Consulting Period, the Consultant shall be required available to act only in an advisory capacity devote up to 25 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations (of which at least five (5) weeks will be permitted) and periods of illness) to the officers business and affairs of the Corporation; it being understood that Employer and its subsidiaries and affiliates and shall use his reasonable efforts to promote the interests of the Employer and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by the Employer and the Consultant. The Consultant shall be available for meetings at the principal executive offices of the Employer at such services times as the Employer shall include initially consultation on transitional matters. It isreasonably require. (d) During the Consulting Period, however, understood the Consultant shall be treated as an independent contractor and agreed that Executive shall not be called upon to devote a major portion of his business time to the performance of services as a consultant to the Corporation and that Executive shall only be required to perform his consulting services at such times, and at such places and for such periods, as will result in the least inconvenience to Executive in relation to such other commitments as he may have from time to time (including, without limitation, any full-time employment). It is further understood and agreed that Executive may provide his consulting services in person at the office deemed to be provided to him by the Corporation as required by Section 3(f) hereof or at other locations reasonably requested by the Corporation or by correspondence or telecommunications from his residence or elsewhere as Executive may determine. Regardless of how performed, all of Executive's consulting services shall be provided to the best of his ability. Executive's obligation to render consulting services to the Corporation pursuant hereto shall be suspended (but not his right to receive the consulting payments provided hereby) for such periods during which Executive may be physically or mentally incapacitated. In the event of Executive's death before the end an employee of the period during which he is to provide consulting services to the Corporation pursuant hereto (assuming none Employer or any subsidiary or affiliate of the contingencies referred to in the penultimate sentence of this paragraph 6(a) has occurred), the consulting payments to which Executive is entitled pursuant to this Section 6 shall be payable to such beneficiary or beneficiaries as may be designated by Executive in a written designation received by the Corporation or, if no such designation is received by the Corporation or any previous designation is revoked in writing and such revocation is received by the Corporation prior to Executive's death, to Executive's estate, in either such case on such periodic basis as may be convenient to the Corporation (but not less often than monthly). Executive shall be reimbursed by the Corporation for his reasonable out-of-pocket business expenses incurred in connection with the performance of his consultancy services for the Corporation, upon receipt by the Corporation of reasonable evidence thereof, provided that such expenses were incurred with the prior, written authorization of the Corporation. Notwithstanding the foregoing provisions of this paragraph 6(a), the Corporation's obligation to make consulting payments to Executive is contingent upon (i) Executive not having breached his duty to provide consulting services as provided by this paragraph 6(a) or his confidentiality, non-competition and non-solicitation obligations as provided by Section 7 hereof and (ii) Executive not having provided management or executive services (whether as a consultant, adviser, officer, or director) to any company (whether or not referred to in paragraph 7(b)(ii) hereof) which is in direct and substantial competition with the air transportation business of the Corporation and its subsidiaries as that business is conducted on July 31, 1997, without the prior, express, written consent of the Corporation; provided, however, that the provisions of clause (ii) of this sentence shall not prevent Executive from owning any debt securities of, or less than 5% of any class of equity security of, any company if such security is registered under Section 12 of the Securities Exchange Act of 1934, as amended. In view of the worldwide air transportation business of the Corporation and the detailed involvement of Executive in all aspects of that worldwide business, it is understood and agreed that the restrictions agreed to in clause (ii) of the immediately preceding sentence are intended to extend to management or executive services which are directly related to the provision of air transportation services into, within or from the United States, as no smaller geographical restriction will adequately protect the legitimate business interests of the CorporationEmployer. (b) The period during which Executive shall provide consulting services to the Corporation as provided by paragraph 6(a) hereof shall be automatically extended, beginning August 1, 2004, for an additional year (until July 31, 2005), even in the event of Executive's incapacity or death prior thereto, and Executive (or his beneficiaries or estate, as the case may be) accordingly shall be entitled to receive on the terms and subject to the conditions therein provided additional consulting payments in respect of such year at an annual rate of $500,000, in quarterly installments, payable in advance, unless Executive at any time during the previous seven-year period has provided management or executive services (as an employee, consultant, advisor, officer or director or in any other capacity) for compensation either (i) to a non-governmental third party (whether or not a competitor of the Corporation) or (ii) to a governmental entity (other than on a part-time, consulting basis), unless Executive has provided such services with the prior, express, written consent of the Corporation; provided, however, that, notwithstanding the foregoing provisions of this sentence, Executive may provide his services (i) as a non-officer director of any company that does not directly or indirectly conduct business which is in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997 or (ii) to a business owned by Executive and/or his family which is not in direct and substantial competition with the air transportation business of the Corporation as that business is conducted on July 31, 1997.