Consulting Agreement Clause Samples

Consulting Agreement. (a) From the Retirement Date through the earlier of (i) December 31, 2012, (ii) the Company’s termination of the Consulting Period (subject to clause (e) below) or (iii) Executive’s death or Disability (such applicable period, the “Consulting Period”), Executive will provide consulting and advisory services from time to time as may be reasonably requested by the Company’s Chief Executive Officer (with the prior approval of the Company’s non-executive Chairman of the Board; provided that Executive shall be entitled to rely on the Chief Executive Officer’s authority with respect to any such request). Such services may consist of any matters of concern to the Chief Executive Officer, provided that the Company will take into consideration Executive’s other business and personal commitments that may arise during the Consulting Period. Such matters are expected to include, without limitation, • Participation in the ongoing review of the store real estate strategy; • Assistance in negotiations with major real estate lessors, such as Simon, General Growth and Westfield; • Consulting on seasonal assortments, store design and seasonal layouts; • Commenting on the monthly financial performance; • Assistance in the outreach to selected major shareholders; • Upon request, participating in the mentoring of the executive team; • As Chairman Emeritus, serving as a cultural symbol within ▇▇▇▇▇▇▇▇-Sonoma and the vendor community; and • Advice and guidance to the Company’s non-executive Chairman. Executive will perform such consulting services in a commercially reasonable matter. (b) During the Consulting Period, Executive shall not be an employee of the Company and shall not be entitled to receive any fringes, perquisites or benefits from the Company except as expressly provided otherwise in this Agreement. (c) During the Consulting Period, the Company shall pay or reimburse Executive for reasonable out-of-pocket expenses incurred in connection with Executive’s performance of the Consulting Services, upon presentation of written documentation thereof in accordance with Company expense reimbursement policies. (d) During the Consulting Period, Executive agrees not to engage in, or carry on, directly or through any representative or affiliate, either for itself or as a member of a partnership or as a stockholder, investor, officer or director of a corporation or as an employee, agent, associate, adviser or consultant to or of any person, partnership, corporation or other entit...

Consulting Agreement. Parent shall have executed and delivered a Consulting Agreement with ▇▇▇▇▇ ▇▇▇▇▇, in the form attached hereto as Exhibit C (the "Consulting Agreement").

Consulting Agreement. (a) Upon the expiration of this Agreement on December 31, 2019, or upon any earlier resignation by the Executive for Good Reason or any earlier termination of the Executive’s employment by the Company without Cause (other than due to the Executive’s death or Disability), the Company shall offer the Executive a three-year consulting agreement, subject to the terms and conditions set forth in the Consulting Agreement attached to this Agreement as Exhibit C (the “Consulting Agreement”). The Executive’s duties under the Consulting Agreement shall not unreasonably interfere with any subsequent employment by the Executive, which employment shall, in all cases, comply with the restrictions set forth in Sections 7 and 8. (b) In the event of the Executive’s death or Disability, or in the event that the Company fails to offer the Executive the Consulting Agreement in accordance with Section 11(a), then, on the sixtieth (60th) day following his death or Disability (or, if applicable, the sixtieth (60th) day following the Termination Date), the Company will pay to the Executive a lump sum amount of $9,600,000 as compensation for the lost Consulting Agreement; provided that the Executive or his representative shall be required to execute a release in accordance with Section 6(g) as a condition to the Company’s obligation to make such payment; provided further, however, that the General Counsel of the Company may waive such requirement in the case of the Executive’s death. Except in the case where the Company fails to offer the Consulting Agreement to the Executive upon the expiration of this Agreement, no amounts shall be payable pursuant to this Section 11(b) as a result of any termination of the Executive’s employment upon or following the expiration of the Term. (c) In the event the Consulting Agreement is executed, and subsequently terminated prior to the expiration of the Consulting Agreement as a result of the Executive’s death or Disability or by the Company without Cause (as defined in this Agreement to the extent applicable) or by the Executive after a material breach of Consulting Agreement by the Company, the Company shall continue to pay the Executive, without set-off, counterclaim or other withholding, the monthly consulting fee through the originally scheduled expiration date of the Consulting Agreement.

Consulting Agreement. At the Closing, Buyer and Seller (or a principal of Seller) shall enter into a Consulting Agreement in the form and with the content of the Consulting Agreement attach as Exhibit B.

Consulting Agreement. Purchaser shall have executed the Consulting Agreement with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.

Consulting Agreement. The Company and Executive shall enter into a Consulting Services Agreement in the form attached as Exhibit C (the “Consulting Services Agreement”).

Consulting Agreement. The Company shall have executed and delivered to Purchaser the Consulting Agreement.

Consulting Agreement. Buyer shall cause the delivery to Seller of a duly executed counterpart to the Consulting Agreement; and

Consulting Agreement. Upon execution of this Agreement, the Company and Employee shall execute and deliver a Consulting Agreement substantially in the form as set forth in Exhibit A hereto.