Consulting. If the Executive agrees to the covenants described in Section 14(d) above, then the Executive shall have the obligation to provide consulting services to the Company as an independent contractor, commencing on the Date of Termination and ending on the second anniversary of the Date of Termination (the “Consulting Period”). The Executive shall hold himself available at reasonable times and on reasonable notice to render such consulting services as may be so assigned to him by the Board or the Company’s then Chief Executive Officer; provided, however, that unless the parties otherwise agree, the consulting services rendered by the Executive during the Consulting Period shall not exceed twenty (20) hours each month; and, provided, further, that the consulting services rendered by the Executive during the Consulting Period shall in no event exceed twenty percent (20%) of the average level of services performed by the Executive for the Company over the thirty-six (36) month period immediately preceding the Executive’s Separation from Service (or the full period of services to the Company, if the Executive has been providing services to the Company for less than thirty-six (36) months). The Company agrees to use its best efforts during the Consulting Period to secure the benefit of the Executive’s consulting services so as to minimize the interference with the Executive’s other activities, including requiring the performance of consulting services at the Company’s offices only when such services may not be reasonably performed off-site by the Executive.
Consulting. Executive and the Company may, but are not required to, enter into an agreement pursuant to which Executive will provide consulting services to the Company after the date of Executive's retirement or termination. Any consulting fees paid to Executive will be in addition to any retirement or severance payments.
Consulting. (a) In the event of termination of employment pursuant to paragraph 6(a) (3) or 6(a)(4) above, Employer and Employee agree that Employee shall, for a minimum period of twenty-four (24) months from the date of termination serve as a consultant to Employer. (b) In the event of termination pursuant to paragraph 6(a)(2), Employer and Employee agree that Employer may, at its sole option, elect to retain the services of Employee as a consultant for a period of twenty-four (24) months from the date of termination and that Employee will serve as a consultant to Employer if Employer so elects. c) During any period of consulting, Employee shall be acting as an independent contractor. As part of the consulting services, Employee agrees to provide certain services to Employer, including, but not limited to, the following: (1) oral and written information with reference to continuing programs and new programs which were developed or under development under the supervision of Employee; (2) meeting with officers and managers of Employer to discuss and review programs and to make recommendations; (3) analysis, opinion and information regarding the effectiveness and public acceptance of their programs. d) During the consulting period, Employee shall continue to receive, as compensation for his consulting, the annualized salary set forth in Exhibit A. No bonus of any kind will be paid during any period of consulting. e) Employee hereby agrees that during any period of consulting, he will devote his full attention, energy and skill to the performance of his duties and to furthering the interest of Employer and the affiliates, which shall include, and Employee acknowledges, a fiduciary duty and obligation to Employer. Employee acknowledges that this prohibition includes, but is not necessarily limited to, a preclusion from any other employment or consulting by Employee during the consulting period except pursuant to paragraph 7(f) hereafter. f) During the term of this Agreement, including any period of consulting, Employee shall not, singly, jointly, or as a member, employer or agent of any partnership, or as an officer, agent, employee, director, stockholder or investor of any other corporation or entity, or in any other capacity, engage in any business endeavors of any kind or nature whatsoever, other than those of Employer or its Affiliates without the express written consent of Employer, provided, however, that Employee may own stock in a publicly traded corporation. Empl...
Consulting. Nothing contained in this Article VI, should be construed to prohibit Mark Glazier, individually, from engaging in, performing, or providing martial arts "consulting" services to martial arts business owners. As used herein, the term "consulting" shall under no circumstances be construed to permit Mark Glazier to own or operate, in any capacity, a martial arts school in violation of the covenants set forth above.
Consulting. During the period that Employee is receiving severance pay pursuant to subsection 6(a) above, Employee shall be available, subject to your other reasonable commitments or obligations made or incurred in mitigation of the termination of your employment, by telephone, email or fax, as a consultant to the Company and DTS, without further compensation, to consult with their respective officers and directors regarding projects and/or tasks as defined by the CEO or his designated representative. It is agreed that eight (8) hours per week of consultation, shall be reasonable.
Consulting. If the Executive's title, powers or duties within the Company have been diminished after or in connection with an Extraordinary Transaction (as defined in Section 4(d)) or a Material Asset Disposition (as defined in Section 4(e)), other than as a result of a Termination For Cause (as defined in Section 7(a)(iv)), without the prior written consent of Executive, then Executive can elect in writing to convert this Agreement into a consulting agreement. Under the terms of the consulting agreement, the Executive shall consult with respect to the assets and liabilities of the Company as they existed immediately before the Extraordinary Transaction or the Material Asset Disposition. Such consultation shall be at the reasonable times convenient to the Executive on no less than five business days' notice, the parties recognizing that the Executive during the consulting period likely will have significant other business interests. The terms and conditions of this Agreement (including all rights hereunder of the Executive as to salary, bonus, payments and benefits) shall continue unabridged during the period of consulting. The other provisions of this Agreement also shall remain in effect except for Section 2 as modified by this Section 2(d) and except that Section 7(a)(iv)(B) and Section 7(a)(iv)(C) shall be deleted. The "Employment Period" shall be deemed to include the period during which the Executive is obligated to provide consulting services hereunder and therefore, to the extent permitted by law, the conversion shall not be deemed a termination for any purpose and, if the law requires that the conversion be treated as a termination, then the Company must provide the Executive with benefits equivalent to those he would have received had there been no termination.
Consulting. Upon (i) expiration of the Term pursuant to Section 1 herein, (ii) termination of this Agreement pursuant to Section 7(d) herein, Executive shall serve as a consultant to PNMAC (or in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date (the “Consulting Period”); provided, however, that if Executive remains employed with PNMAC following the expiration of the Term pursuant to Section 1 herein, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMAC. During the Consulting Period, Executive shall make himself available for consulting services concerning PNMAC’s (or its successor’s) general operations if and as may be reasonably requested by PNMAC after taking into account Executive’s then full-time, non-PNMAC-related employment opportunities, provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Executive and PNMAC and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activities. The consulting services shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMAC. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer in monthly installments during the entire Consulting Period, with each monthly payment equal to one-twelfth of Executive’s median annual base salary and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive shall not be entitled to continue receiving monthly payments under this Section 7(h), if he, directly or indirectly, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC (or in the event of a Transaction, of the surviving entity or parent). The Company shall provide Executive written notice if it contends Executive has breached any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breach...
Consulting. The Company hereby retains Consultant, and Consultant hereby agrees to be available as a consultant to the Company, upon the terms and subject to the conditions contained herein. During the Consultant Term (as hereinafter defined), Consultant shall provide certain consulting services to the Company as requested by management.
Consulting. •Consultant shall be available to consult with Company for up to 132 hours over the term of this Agreement by providing his expertise regarding the development of products for, and the diagnosis and treatment of, gastrointestinal diseases to the Company. Compensation for these services will be $[***] per hour for actual services provided. Consultant shall provide a detailed invoice describing the exact consulting services performed, who requested the services, date of service, number of hours spent providing the services and the deliverables to the Company at the end of each month. Services will be tracked by a form attached as Exhibit B, or in a similar manner. Company will submit payment within thirty (30) days of receipt of such invoice. Total compensation for all services provided under this Agreement shall not exceed: $48,000.***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT B Monthly Consulting Record for Prometheus Laboratories Inc. Please use this form to record your time each time you perform a service for Prometheus. Submit all forms at the end of the month for compensation under the terms of your Personal Services Agreement with Prometheus. Consultant Name and Address: Consulting Service Details