Common use of Consulting Agreement Clause in Contracts

Consulting Agreement. Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

Consulting Agreement. Effective upon Executive’s 's termination of employment for any reason other than Executive’s 's termination prior to the end of the Basic Term by the Company for Cause, HCC HC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five three (53) years (the “"Consulting Period”"). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Basic Term shall not effect the Parties’ ' rights and obligations under this Section Paragraph 6, subject . Subject to the following: , Executive agrees to provide, if requested, 1,000 a minimum of 166 hours of service (the “Consulting Services”) per year, or, as required requested by the Company. Prior , up to a Change total of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board 500 hours during the term of the Consulting Period. HCC shall pay Executive $450,000 per any one year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, ; provided, however, if Executive ceases that the total number of hours to be worked over the Executive Chairman, Executive duration of the Consulting Period shall no longer receive Deferred Compensationnot exceed 500 hours (the "Consulting Services"). The Consulting Services to be provided shall be commensurate with Executive’s 's training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determineCompany. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s 's other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s 's good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section Paragraph 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s 's travel time shall not constitute hours of Consulting Services for purposes of this Section Paragraph 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office 's office, residence or residence and at the Company’s 's executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services. HCC shall pay Executive $200,000 per year (the "Consulting Fee") during the Consulting Period, payable monthly in arrears. Executive may elect to delay payment for services but not the services themselves. Except as set forth below and in Paragraphs 4(c) or 4(d) hereof, if Executive fails to provide the hours requested by the Company in any 24-month period, Executive's rights to receive any further Consulting Fee shall immediately terminate. During the Consulting Period, Executive shall receive no employment benefits from HCC. If Executive dies or becomes Disabled during the Basic Term (or as an employee of the Company following the Basic Term) or during the Consulting Period he (or, on his death, his beneficiary or estate) shall receive or continue to receive as the case may be the Consulting Fee during the remainder of the Consulting Period as if such death or Disability had not occurred.

Consulting Agreement. Effective upon Executive(a) From the Retirement Date through the earlier of (i) December 31, 2012, (ii) the Company’s termination of employment for any reason other than the Consulting Period (subject to clause (e) below) or (iii) Executive’s termination by the Company for Causedeath or Disability (such applicable period, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve will provide consulting and advisory services from time to time as Nonmay be reasonably requested by the Company’s Chief Executive Officer (with the prior approval of the Company’s non-Executive 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). Termination Such services may consist of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject any matters of concern to the following: Chief Executive agrees to provideOfficer, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, provided that the Company shall use its best effort to cause Executive to continue as a Director will take into consideration Executive’s other business and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive personal commitments that may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof arise during the Consulting Period. FurtherSuch matters are expected to include, if at any time during without limitation, • Participation in the Term ongoing review of this Agreement Executive shall electthe store real estate strategy; • Assistance in negotiations with major real estate lessors, at his sole optionsuch 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 cease being selected major shareholders; • Upon request, participating in the mentoring of the executive team; • As Chairman Emeritus, serving as a full time employee, then cultural symbol within ▇▇▇▇▇▇▇▇-Sonoma and in that event, Executive shall become a consultant pursuant the vendor community; and • Advice and guidance to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Company’s non-executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide will perform such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide consulting services in a commercially reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during matter. (b) During the Consulting Period, Executive shall not be subject to any non-competition provisions except for an employee of the two-year period provided for in Section 5(c). Unless waived by Executive, Executive Company and shall not be required entitled to perform receive any fringes, perquisites or benefits from the Company except as expressly provided otherwise in this Agreement. (c) During the Consulting Services Period, the Company shall pay or reimburse Executive for more than four (4) days during any week or for more than eight (8) hours during any day. reasonable out-of-pocket expenses incurred in connection with Executive’s travel time shall constitute hours performance of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering 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 entity, any business that is competitive with a business that the Company is engaged in, or to the knowledge of Executive contemplates being engaged in, as of the Retirement Date; provided that nothing in this provision shall restrict Executive from Executive’s passive ownership of up to 2% of a publicly traded stock in one or more public companies engaged in a competing business. For the avoidance of doubt, any breach of this clause (d) shall constitute a material breach of this Agreement. (e) In the event of Executive’s material breach of this Agreement, the Company may terminate the Consulting Period if Executive has not cured such breach within 15 days after the Company provides written notice to Executive of such breach, and upon such termination, the Company shall have no further obligations hereunder and any unvested portion of the New Equity Grant shall be cancelled immediately. (f) In the event the Company terminates the Consulting Period prior to December 31, 2012 (other than as a result of a material breach by Executive of this Agreement, Executive’s death or Disability or a Change in Control where this Agreement is not assumed by an acquiror), the Company shall continue to pay any amounts due under Section 4 (and recognize any applicable continued vesting of the New Equity Grant) through December 31, 2012.

Consulting Agreement. Effective upon Executive’s 's termination of employment for any reason other than Executive’s 's termination prior to the end of the Basic Term by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five ten (510) years (the “"Consulting Period”"). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Basic Term shall not effect the Parties’ ' rights and obligations under this Section Paragraph 6, subject . Subject to the following: , Executive agrees to provide, if requested, 1,000 a minimum of 200 hours of service (the “Consulting Services”) per year, or, as required requested by the Company. Prior , up to a Change total of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board 600 hours during the term of the Consulting Period. HCC shall pay Executive $450,000 per any one year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, ; provided, however, if Executive ceases that the total number of hours to be worked over the Executive Chairman, Executive duration of the Consulting Period shall no longer receive Deferred Compensationnot exceed 2,000 (the "Consulting Services"). The Consulting Services to be provided shall be commensurate with Executive’s 's training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determineCompany. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s 's other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s 's good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section Paragraph 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s 's travel time shall constitute hours of Consulting Services for purposes of this Section Paragraph 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office 's office, residence or residence and at the Company’s 's executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services. HCC shall pay Executive $100,000 per year (the "Consulting Fee") during the Consulting Period, payable monthly in arrears. Executive may elect to delay payment for services but not the services themselves. Except as set forth below and in Paragraphs 4(c) or 4(d) hereof, if Executive fails to provide the hours requested by the Company in any 24-month period, Executive's rights to receive any further Consulting Fee shall immediately terminate. During the Consulting Period, Executive shall receive no employment benefits from HCC. If Executive dies or becomes Disabled during the Basic Term (or as an employee of the Company following the Basic Term) or during the Consulting Period he (or, on his death, his beneficiary or estate) shall receive or continue to receive as the case may be the Consulting Fee during the remainder of the Consulting Period as if such death or Disability had not occurred.

Consulting Agreement. Effective upon Executive’s Executives termination of employment for any reason other than Executive’s Executives termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “"Consulting Period”"). During the Consulting Period, Executive shall have the sole option to cease acting as Executive Chairman of the Board and shall thereafter serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ ' rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “"Consulting Services”") per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s 's benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. .. The Consulting Services to be provided shall be commensurate with Executive’s 's training, background, experience and prior duties with the Company Company. Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s 's other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s 's good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s Executives travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s 's office or residence and at the Company’s 's executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

Consulting Agreement. Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Cause(a) Huntco hereby contracts and engages Heinz, HCC and Heinz hereby retains Executive contracts and agrees to serve as a consultant (an independent contractor consultant during the Payment Period, to advise Huntco or any of the other "Huntco Entities" (as hereinafter defined) on those matters on which Heinz has special competence by reason of his prior experience in and not knowledge of the intermediate steel processing business generally and of Huntco and the other Huntco Entities specifically, and to engage in such services as an employee) for a period of five (5) years Huntco in good faith seeks (the “"Consulting Period”Duties"). During , on the Consulting Periodterms and conditions set forth below. (b) As an independent contractor, Executive shall serve as Non-Executive Chairman neither Huntco nor any of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive other Huntco Entities shall have the right to exercise supervision over Heinz in the same benefits for performance of the same purposes and Consulting Duties or to require Heinz to comply with detailed orders or instructions. Anything in the preceding sentence to the same extent as were in effect during the term of this Agreement, providedcontrary notwithstanding, however, if Executive ceases Heinz and Huntco agree that Heinz shall receive general direction and assignment with respect to be his Consulting Duties from ▇▇. ▇▇▇▇▇▇ ▇. Marischen, Huntco's Vice Chairman ("▇▇▇▇▇▇▇▇▇"), or from any other officers or employees of Huntco designated by ▇▇▇▇▇▇▇▇▇ or his replacement. (c) Heinz need not devote his principal working time, attention and energies to the Executive Chairmanperformance of his Consulting Duties, Executive but he shall no longer receive Deferred Compensation. The Consulting Services to be provided devote his best efforts and such time, attention and energies as shall be commensurate necessary to fulfill his obligations hereunder. Heinz may own, be employed by or perform consulting or other services for other companies, entities or businesses so long as such services do not interfere with Executive’s trainingHeinz's Consulting Duties and are otherwise permitted by, background, experience and prior duties or do not conflict with the Company Executive terms of, this Agreement (including but not limited to Heinz's obligations under Section 4 hereof). (d) In consideration for his Consulting Duties, Huntco shall receive such stock options pay Heinz a consulting fee of $1,000 per day (the "Consulting Fee") plus reimbursement of "Travel Expenses" as hereinafter defined. Huntco shall reimburse Heinz for only those Travel Expenses Heinz incurs in performing a specific project for Huntco or cash bonuses as one of the Compensation CommitteeHuntco Entities, in its sole discretion shall determinewhich project must have been assigned to Heinz by ▇▇▇▇▇▇▇▇▇ or by any other officers or employees of Huntco designated by ▇▇▇▇▇▇▇▇▇ or his replacement. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive Reimbursement of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services Heinz's Travel Expenses shall be performed at Executive’s office or residence and at the Company’s executive offices in Houstonmade only upon submission of an expense report including receipts, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel vouchers and other evidence of expenses reasonably incurred, all in a manner which is consistent with reimbursement of Travel Expenses incurred by Executive in rendering employees of Huntco when conducting business for Huntco. "Travel Expenses" shall mean all reasonable expenses incurred by Heinz for air fare (coach class) car rental, taxi fares, reimbursement for mileage at rates allowed as deductions under applicable Internal Revenue Code Regulations (if Heinz's personal automobile is used; reimbursement for gasoline only if the Consulting ServicesLeased Automobile is used), lodging and travel related meals.

Consulting Agreement. The Company agrees to retain Executive commencing on April 14, 2003 (the "Effective Date"), as an independent consultant, and Executive agrees to render consulting services for the period described in Section 18(a) hereof and upon the other terms and conditions herein provided. (a) The period of Executive’s termination of employment for any reason other than Executive’s termination by 's engagement as a consultant shall commence on the Effective Date and will continue (unless sooner terminated pursuant to Section 18(g) hereof) until April 13, 2004, provided that the Company or Executive gives 30 days' written notice to the other in advance of such expiration date that the Company or Executive, as applicable, intends not be extend the term of the engagement. If the engagement is not so terminated as provided in the foregoing sentence, then the term of this engagement shall be automatically extended for Causean additional month following the expiration of the original 12-month term and thereafter shall be automatically extended for additional successive one-month periods unless, HCC and until, the Company or Executive gives 30 days' written notice in advance of a monthly anniversary date that the Company or Executive, as applicable, intends not to further extend the term. (b) Executive hereby retains engages to provide during the term of this engagement such services of a consulting or advisory nature as the Company may reasonably request with respect to matters arising out of the conduct of the Company's business during the period that Executive was en employee of the Company. During the term of such engagement, Executive will provide consulting service with respect to matters, including, but not limited to, assisting the Company in responding to (i) investigations, inquiries or any other proceeding relating to the Company's activities by governmental bodies and agencies or (ii) disputes or litigation involving the Company or any of its subsidiaries. Subject to Executive's obligations and responsibilities with respect to any other employment Executive obtains, Executive will devote his efforts and time during the term of such engagement as shall be reasonably necessary to perform his services as requested hereunder and to advance the interests of the Company. Executive will act solely in a consulting capacity hereunder and in consequence shall not have authority to act for the Company or to give instructions or orders on behalf of the Company or otherwise to make commitments for or on behalf of the Company. Executive will not be an employee of the Company during the term of this engagement, but shall act in the capacity of an independent contractor. The Company shall not exercise control over the detail, manner or methods of the performance of the services by Executive as a consultant under this Agreement. (an independent contractor c) The Company shall pay Executive $83,333.33 each month during the term of his engagement under this Section 18, with the first payment being made on or about May 1, 2003, or, if later, as soon as administratively practicable after the expiration of the Waiver and not as an employee) Release revocation period, and each monthly payment made thereafter on or about the first business day of the applicable month. Moreover, for a period each hour of five consulting services provided that exceeds 1040 hours during the first year (5) years (or that exceed 85 hours during any month after the “Consulting Period”first year). During the Consulting Period, Executive shall serve as Non-be paid at the rate of $500 per hour for consulting services actually performed under this Agreement. (d) The Company shall reimburse Executive Chairman for reasonable expenses incurred in the performance of consulting services hereunder, including travel and the cost of necessary office equipment or supplies. (e) Executive's sole compensation for the services rendered pursuant to this Agreement following his termination date shall be the amount provided for above in Section 18(c). Executive will not be entitled to participate in any employee benefit or compensation plan or arrangement of the Board. Termination Company with respect to the work done under this Agreement as a consultant, and no service pursuant to this Agreement shall be credited as service for any purposes under any employee benefit or compensation plan or arrangement of the Term shall not effect Company. Executive hereby waives any rights to benefits under any employee benefit or compensation plan or arrangement should any judicial or administrative determination conclude that Executive was otherwise eligible or such plan or arrangement. (f) Executive will submit monthly invoices for charges and reimbursements (excluding the Parties’ rights monthly payments provided in Section 18(c) above) due for services as a consultant under this Agreement to P.O. Box 1384, Houston, Texas 77251-1384, Attention: General Co▇▇▇▇▇. Each invoice must detail any reasonable and necessary reimbursable expenses incurred in performing Executive's obligations under this Section 6, subject to Agreement and include any other information the following: Executive agrees to provide, if requested, 1,000 hours Company reasonably requests. Payment for said invoiced amounts shall be payable by the Company within 15 days after receipt of service (the “Consulting Services”) per year, as required invoice by the Company. Prior to a Change Should the Company dispute any portion of ControlExecutive's monthly invoice, the Company shall use its best effort to cause pay the undisputed portion of the invoice and advise Executive to continue in writing of the disputed portion. (g) Executive's engagement as a Director and Chairman consultant will terminate automatically upon his death. If Executive's death occurs during the first 12-month period of his consulting engagement, the remainder of the Board during monthly payments due for such 12-month period will be paid to Executive's estate or his designated beneficiary (as designated by Executive in writing and provided to the term Company in a form acceptable to the Company) no later than 15 days after notification of his death. Upon any termination or expiration of Executive's engagement hereunder, he shall continue to be subject to the provisions of Section 8 of the Consulting Period. HCC Agreement (it being understood and agreed that such provisions shall pay survive any termination or expiration of Executive's engagement hereunder for any reason). (h) Since Executive $450,000 per year will not be an employee of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect Company during the term of this Agreement, providedbut shall act in the capacity of an independent contractor, howeverthe Company will not withhold from any amounts payable for Executive's services as a consultant under this Agreement federal, state, city or any other taxes. Executive agrees and acknowledges that it is his responsibility to pay all such taxes that shall be required pursuant to any law or governmental regulation or ruling and Executive agrees to indemnify and hold the Company harmless from any liability for such taxes. If the Internal Revenue Service makes a claim, which, if Executive ceases successful, would require the Company to be the Executive Chairmanmake a payment or withhold any such taxes, Executive shall no longer receive Deferred Compensation. The Consulting Services agrees to be provided shall be commensurate with Executive’s training, background, experience and prior duties cooperate in good faith with the Company Executive shall receive such stock options or cash bonuses as concerning the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during contest of the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6claim." 7. The Parties contemplate thatAgreement is hereby amended to add Section 19 thereto, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.follows:

Consulting Agreement. Effective upon (a) If the Executive continues in employment through the end of the Term (December 31, 2017), and the Executive’s termination of employment for any reason is terminated by the Executive or by the Company (other than Executive’s a termination by the Company for Cause) at or after the end of the Term, HCC hereby retains and the Executive as executes and does not revoke a consultant (an independent contractor Release, the Company and not as an employee) for the Executive shall enter into a period of five (5) years consulting agreement (the “Consulting Agreement”), pursuant to which the Executive shall be retained as a consultant for the 12-month period immediately following the Executive’s termination date (the “Initial Consulting Period”) to provide consulting services with respect to the transition of management and other matters as determined by the Company (the “Services”). Under the Consulting Agreement, the Executive shall be available to provide Services for up to 30 hours per month at mutually agreeable times. It is expected that the Executive will not be required to render Services each month at a level that exceeds 20% of the average level of the services rendered by the Executive during the 36-month period prior to the Executive’s employment termination date. As compensation for the Services rendered during the Initial Consulting Period, the Company shall pay the Executive a monthly consulting fee equal to his monthly Base Salary at the rate in effect on the last day of the Term. (b) After the end of the Initial Consulting Period, the Company may, at its sole discretion, offer to extend the term of the Consulting Agreement for one or more periods that, in the aggregate, do not exceed two additional years (it being understood that the Executive may decide in his discretion whether or not to accept such offer of extension). In the event of such extension, as compensation for the Services rendered during such extended period, the Company shall pay the Executive a monthly consulting fee equal to 50% of his monthly Base Salary at the rate in effect on the last day of the Term. The period during which the Consulting Agreement is in effect is referred to as the “Consulting Period.” (c) During the Consulting Period, the Executive shall serve as Non-perform the Services in San Francisco, CA or at another location designated by the Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject reasonably acceptable to the following: Company. The Company shall reimburse the Executive agrees to providefor his reasonable travel expenses incurred by the Executive in the performance of such Services, if requested, 1,000 hours of service (the “Consulting Services”) per year, as Executive is required by the Company. Prior Company to provide the Services at a Change location other than San Francisco, CA or the agreed upon location (or if the Executive is required to travel outside of ControlSan Francisco or such agreed upon location, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterlyapplicable, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties connection with the Company Executive shall receive performance of such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(cservices). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

Consulting Agreement. Effective upon Executive(a) Beginning immediately on the Employment Termination Date and continuing through the earlier of (i) February 28, 2017, (ii) the Company’s termination of employment for any reason other than the Consulting Period (subject to clause (e) below) or (iii) Executive’s termination by the Company for Causedeath or Disability (such applicable period, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During , Executive, through ▇▇▇▇▇▇▇▇ & Co., LLC, will be available to provide consulting and advisory services for five (5) workdays each month as may be reasonably requested by the Consulting Period, Company’s Chief Executive shall serve as Non-Executive Chairman of Officer or the Board. Termination Such services may consist of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject any matters of concern to the following: Chief Executive agrees to provide, if requested, 1,000 hours of service (Officer or the “Consulting Services”) per year, as required by Board consistent with Executive’s prior position with the Company. Prior to a Change of Control, the Company It is expected that Executive’s consulting advice primarily shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, be provided in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of meetings or via telephone discussions with the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, prepare or submit extensive reports or memoranda to the Company in connection with providing such services. The Company will reasonably take into consideration Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive other business and personal commitments that may have to another employer. Further, arise during the Consulting Period. (b) Executive shall be paid a monthly fee of $15,000.00 on the first business day of each month during the Consulting Period. Executive shall submit monthly invoices for the services performed and, if requested to do so, shall describe the services provided during the month. (c) During the Consulting Period, (i) Executive shall not be subject an employee of the Company, (ii) Executive shall be entitled to any non-competition provisions except receive fees for the two-year period provided for in Section 5(c). Unless waived by Executiveservice as a Board Member, and (iii) Executive shall not be required entitled to perform receive any fringe benefits or perquisites from the Company except as expressly provided in this Agreement or pursuant to any separate written agreement with the Company. (d) During the Consulting Services Period, the Company shall pay or reimburse Executive for more than four 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. (4e) In the event of Executive’s material breach of this Agreement, the Company may terminate the Consulting Period if Executive has not cured such breach within fifteen (15) days during any week or for more than eight after the Company provides written notice to Executive of such breach, and upon such termination, the Company shall have no further obligations under this section 5. (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for f) For the purposes of this Section 6. The Parties contemplate thatAgreement, when appropriate, “Disability” is defined as any one or more of the Consulting Services shall following: (i) Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be performed at Executive’s office expected to last for a continuous period of not less than three (3) months; or residence and at (ii) Executive has been determined to be totally disabled by the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting ServicesSocial Security Administration.

Consulting Agreement. (a) Effective upon Executive’s termination of employment immediately after the Separation Date or, if earlier, the Early Separation Date, and for any reason other than Executive’s termination by the Company for Cause, HCC hereby retains Executive as a consultant six (an independent contractor and not as an employee) for a 6)-month period of five (5) years thereafter (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provideSection 4(b) above, if requested, 1,000 hours of service (the “Consulting Services”) per yearCompany will retain Executive, as required an independent contractor, to consult with and advise Company and to provide Company advice and other management consulting services on all aspects of Company’s operations or as otherwise assigned and directed by the Company’s Chief Executive Officer or Board of Directors. Prior Either Executive or Company may terminate this consulting arrangement prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman end of the Board Consulting Period by giving sixty (60) days’ prior written notice of termination to the other party. (b) Executive shall be reasonably available to Company during the term of its normal business hours to consult with and advise Company upon request during the Consulting Period. HCC Executive shall have no responsibilities or duties except the rendering of advisory services to Company when solicited for such advice by the Chief Executive Officer or Board of Directors of Company. (c) Subject to Section 4(b) above, Company shall pay to Executive the amount of Executive One Hundred Fifty Thousand Dollars ($450,000 150,000) per year month, on the first day of each monthly period of the Consulting Period, payable quarterlyfor each month or portion thereof Executive remains available to provide consulting services as described above. Company shall reimburse Executive for all reasonable out-of-pocket expenses actually incurred by Executive while rendering consulting services under this Agreement upon the submission by Executive, from time to time but no later than thirty (30) days after incurring such expenses, of an itemized account of such expenditures in advanceaccordance with Company’s policies on expense reimbursements. Executive may elect to delay payment for servicesIn the event, but not the services themselves. During such Consulting Period, Executive shall receive, if prior to the extent permitted by law and the terms end of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, (i) Company terminates this consulting arrangement without Cause; (ii) Executive terminates this consulting arrangement for Good Reason; (iii) Executive is Disabled; or (iv) Executive dies, Company shall have continue to pay Executive (or Executive’s estate in the right to event of his death) the same benefits consulting fees above, as set forth above, for the same purposes and to unexpired duration of the same extent as were in effect during the term of this Agreement, provided, however, if Consulting Period notwithstanding Executive ceases to be the Executive Chairman, Executive shall is no longer receive Deferred Compensationrendering consulting services. The Consulting Services No further consulting fees will be payable on and after the time this consulting arrangement terminates because (i) Executive terminates this consulting arrangement voluntarily other than for Good Reason or due to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Disability or (ii) Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determineterminates this consulting arrangement for Cause. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for For purposes of this consulting arrangement, “Cause” shall mean as described in Section 6. The Parties contemplate that, when appropriate, the Consulting Services 4(d) above and “Good Reason” shall be performed at Executive’s office or residence mean as described above in Section 4(e) (disregarding for this purpose Sections 4(e)(i) and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services(ii)).

Consulting Agreement. Effective upon Executive’s 's termination of employment for any reason other than Executive’s 's termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “"Consulting Period”"). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ ' rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “"Consulting Services”") per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s 's benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s 's training, background, experience and prior duties with the Company Company. Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s 's other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s 's good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s 's travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s 's office or residence and at the Company’s 's executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

Consulting Agreement. Effective upon Executive(a) From the Retirement Date through the earlier of (i) ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the Company’s termination of employment for any reason other than the Consulting Period (pursuant to Section 5(e)) or (iii) Executive’s termination by the Company for Causedeath or becoming Disabled (such applicable period, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve will provide consulting and advisory services from time to time as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required may be reasonably requested by the Company. Prior to ’s Chief Executive Officer or a Change Board member (with the prior approval of Control, the Company shall use its best effort to cause Executive to continue as a Director and Company’s Chairman of the Board during or the term of the Consulting Period. HCC shall pay Board’s Lead Independent Director) The consulting services to be provided under this Agreement may include general business, market development and other advice similar to that provided by Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all previously when engaged as an employee of the Company’s benefits , provided that the parties agree that Executive shall not be engaged in the practice of law as if part of the consulting services. Executive was will perform such consulting services in a full time employee. commercially reasonable matter. (b) In additionmaking requests, the terms of this Section 6 shall remain in full force Company will take into consideration Executive’s other business and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof personal commitments that may arise during the Consulting Period. Further, if at any time The parties anticipate the amount of consulting services that the Company will request of Executive is up to 350 hours per calendar year (the “Target Hours”) during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases Period (such amount to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services prorated for partial years during the Consulting Period); provided, however, provided that any services requested exceeding the Company agrees that it Target Hours shall provide reasonable advance notice be at times and schedules agreed to Executive of its expected consulting needs by the Chairman or the Lead Independent Director and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during . (c) During the Consulting Period, Executive shall not be subject to any non-competition provisions except for an employee of the two-year period provided for in Section 5(c). Unless waived by ExecutiveCompany, Executive shall not be entitled to receive any perquisites or benefits from the Company except as expressly provided in this Agreement, and shall be required to perform pay his own taxes with respect to the compensation paid pursuant to this Agreement. (d) During the Consulting Services Period, the Company shall pay or reimburse Executive for more than four (4) days during any week or for more than eight (8) hours during any day. reasonable out-of-pocket expenses incurred in connection with Executive’s travel time shall constitute hours performance of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services, upon presentation of written documentation thereof in accordance with Company expense reimbursement policies. (e) In the event of Executive’s material breach of this Agreement, the Company, by action of the Board of Directors, may terminate the Consulting Period if Executive has not cured such breach within 15 days after the Company provides written notice to Executive of such breach, and upon such termination, the Company shall have no further obligations hereunder. (f) In the event of a Change in Control (as defined in the Employment Agreement), Executive’s obligation to provide consulting services shall lapse, but the payments and benefits of Section 4 shall continue through the end of the Consulting Period (i.e., March 31, 2026).

Consulting Agreement. Effective upon Executive’s termination of employment for any reason other than Executive’s termination Executive agrees to serve as a financial -------------------- advisor to FE in order to support FE's efforts to sell the existing GPU investments referred to as Midlands, Emdersa, EGSA (Bolivia), TEBSA (Colombia), and MYR (the "GPU Investments"). Financial advisory services covered by the Company for CauseConsulting Agreement shall include reviewing offering memoranda, HCC hereby retains Executive as a consultant (an independent contractor reviewing bid lists, reviewing sales documents, commenting on proposed selling strategies and not as an employee) for a period of five (5) years (the “participating in strategy discussions. The Consulting Period”). During Agreement shall terminate twelve months after the Consulting PeriodCommencement Date, unless FE decides in its sole discretion to terminate the Consulting Agreement at an earlier date. If FE elects to terminate the Consulting Agreement at an earlier date, Executive shall serve as Nonbe considered to have earned all the compensation set forth in paragraph 8B(a) below, and shall be entitled to receive all such compensation. (a) As consideration for the services provided under this paragraph, FE agrees to pay Executive four million one hundred forty-three thousand five hundred fifty dollars ($4,143,550.00). FE shall pay the amounts due Executive Chairman for the Consulting Agreement within three business days after the Effective Time. Payment shall be made by wire transfer in accordance with instructions given by Executive. The payments described in this subsection shall not in any way be contingent on the sale of the Board. Termination of GPU Investments. (b) FE and Executive anticipate that the Term shall not effect the Parties’ rights financial advisory services will be provided by fax, email and obligations under this Section 6telephone conference calls; however, Executive will be available to attend meetings or other business discussions in person, subject to reasonable notice and the following: availability of travel. If FE requests Executive to attend meetings, FE agrees to provide, if requested, 1,000 hours pay his reasonable expenses and a per diem fee of service one thousand dollars (the “Consulting Services”$1,000) per yearday for time within the United States and two thousand dollars ($2,000) per day for time outside the United States. Travel expenses shall be subject to the limits of existing GPU travel policy for senior officers. (c) FE agrees to indemnify Executive and to hold Executive harmless from all claims filed by third parties arising out of the financial advisory services he provides pursuant to this Agreement. This indemnification shall not apply in cases of Executive's gross negligence or willful misconduct. Similarly, as required by FE agrees, on behalf of the Company. Prior , its agents, employees, affiliates, successors and assigns, not to a Change of Control, the Company shall use its best effort to cause file any claim in any forum against Executive to continue as a Director and Chairman arising out of the Board during financial advisory services he provides pursuant to this Agreement. This covenant not to sue shall not apply in cases of Executive's gross negligence o▇ ▇illful misconduct. (d) From the term Consulting Commencement Date until the first anniversary of the termination of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting PeriodAgreement, payable quarterly, in advance. Executive may elect not compete against FE or any of its subsidiaries with respect to: (i) the transmission and distribution of electric power in the United Kingdom or Argentina; (ii) electric power generation in Colombia or Bolivia; or (iii) the provision of electrical construction contracting services to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, electric utility clients; provided, however, if FE sells MYR during the period of the Consulting Agreement, Executive's obligation not to compete in the provision of electrical construction contracting services to electric utility clients shall terminate one year from the date of that sale. (e) If Executive ceases is able to be perform the Executive Chairmanservices required under this Agreement, Executive shall no longer receive Deferred Compensation. The Consulting Services but refuses to be provided do so, FE shall be commensurate with Executive’s trainingentitled to initiate legal proceedings to recover its damages resulting from this refusal to perform. Such damages may include, backgroundbut are not limited to, experience and prior duties with return of any unearned portion of the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during payments made under the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting ServicesAgreement.

Consulting Agreement. Effective upon Executive’s 's termination of employment for any reason other than Executive’s 's termination by the Company for CauseCause prior to the end of the Basic Term, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five ten (510) years (the “"Consulting Period”"). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Basic Term shall not effect the Parties’ ' rights and obligations under this Section Paragraph 6, subject . Subject to the following: , Executive agrees to provide, if requested, 1,000 a minimum of 200 hours of service (the “Consulting Services”) per year, or, as required requested by the Company. Prior , up to a Change total of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board 600 hours during the term of the Consulting Period. HCC shall pay Executive $450,000 per any one year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, ; provided, however, if Executive ceases that the total number of hours to be worked over the Executive Chairman, Executive duration of the Consulting Period shall no longer receive Deferred Compensationnot exceed 2,000 (the "Consulting Services"). The Consulting Services to be provided shall be commensurate with Executive’s 's training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determineCompany. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s 's other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s 's good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section Paragraph 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s 's travel time shall constitute hours of Consulting Services for purposes of this Section Paragraph 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office 's office, residence or residence and at the Company’s 's executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services. HCC shall pay Executive $200,000 per year (the "Consulting Fee") during the Consulting Period, payable monthly in arrears. In addition, Executive shall receive, on an "as-is" basis, the automobile Executive was utilizing at the commencement of the Consulting Period. Executive may elect to delay payment for services but not the services themselves. Except as set forth below and in Paragraphs 4(c) or 4(d) hereof, if Executive fails to provide the hours requested by the Company in any 24-month period, Executive's rights to receive any further Consulting Fee shall immediately terminate. During the Consulting Period, except as otherwise provided for herein, Executive shall receive no employment benefits from HCC. If Executive dies or becomes Disabled during the Basic Term (or as an employee of the Company following the Basic Term) or during the Consulting Period he (or, on his death, his beneficiary or estate) shall receive or continue to receive as the case may be the Consulting Fee during the remainder of the Consulting Period as if such death or Disability had not occurred.

Consulting Agreement. Effective upon Executive’s termination Upon the Retirement Date, and provided that Executive (i) timely signs and returns this Agreement on or before May 20, 2019, (ii) continues employment through the Retirement Date in accordance with the terms hereof, (iii) signs and returns the Additional Release of employment for any reason other than Executive’s termination by Claims attached hereto as Attachment B (the “Additional Release”) on but not before the Retirement Date and does not timely revoke such Additional Release, and (iv) complies with the terms of this Agreement, the Additional Release, and the Restrictive Covenants Agreement, the Company for Causeand Executive shall, HCC hereby retains Executive on the Retirement Date, enter into a consulting agreement in the form attached to this Agreement as a consultant (an independent contractor and not as an employee) for a period of five (5) years Attachment C (the “Consulting PeriodAgreement”). During It is understood that, so long as Executive enters into the Consulting PeriodAgreement on the Retirement Date, and during the period Executive shall serve as Non-Executive Chairman is providing services thereunder, and subject to Executive’s continuous compliance during such period of the Board. Termination of the Term shall not effect the Parties’ rights and her obligations under this Section 6Agreement, the Additional Release, and the Restrictive Covenants Agreement (i) each restricted stock unit award granted by the Company to Executive shall continue to vest and become free from forfeiture and restrictions on transfer in accordance with applicable award agreements and plan documents as if Executive had continued to remain employed during the consulting period, and (ii) each stock option granted by the Company to Executive shall continue to vest and become exercisable in accordance with applicable option agreements and plan documents as if Executive had continued to remain employed during the consulting period. Further, in the event that the Consulting Agreement is terminated within the Sale Event Period (as defined below) other than by the Company due to Executive’s material breach of any of her obligations under this Retirement Agreement or under the Consulting Agreement, each restricted stock unit award and stock option granted by the Company to Executive shall immediately accelerate and become fully exercisable or nonforfeitable in accordance with applicable award agreements and plan documents, subject to the following: Executive agrees Executive’s entering into an irrevocable release of claims agreement in a form and manner satisfactory to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, The Executive shall have three months from the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term termination of the Consulting Period. HCC Agreement to exercise any stock options that have vested and become exercisable as of such date (provided that no option shall pay Executive $450,000 per year be exercisable later than the end of the Consulting Period, payable quarterly, in advanceoriginal expiration date of such option). Executive may elect to delay payment for services, but not Other than the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law Accrued Obligations and the terms of any existing plan, all of Consulting Agreement (and the Company’s benefits as if consideration Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability receives pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that eventthereof), Executive will not be eligible for, nor shall become she have a consultant right to receive, any payments, benefits or other consideration from the Company following the Retirement Date. For the avoidance of doubt, Executive acknowledges that she is not eligible for or entitled to receive any severance benefits pursuant to the terms of this Section. During Employment Agreement, and further acknowledges that she will not be eligible to enter into the Consulting Period, Executive shall have Agreement if she fails to timely enter into the right to the same benefits for the same purposes and to the same extent as were in effect during the term of Additional Release following her entering into this Agreement, providedor if her employment is terminated for Cause prior to the Retirement Date, however, or if Executive ceases she fails to be comply with her obligations under this Agreement or the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting ServicesRestrictive Covenants Agreement.

Consulting Agreement. Effective upon Executive’s termination In exchange for your execution of employment for any reason other than Executive’s termination by this Agreement without revocation, you and the Company for Causeshall enter into the attached Consulting Agreement, HCC hereby retains Executive effective as a consultant (an independent contractor and not as an employee) for a period of five (5) years July 1, 2014. The Consulting Period shall continue through December 31, 2014 (the “Consulting Period”), unless terminated earlier by either you or the Company in accordance with its terms. During the Consulting Period, Executive you shall serve be available to answer questions and to provide services through your consulting company Flatirons Biotech, Inc. having an address of [Redacted], by telephone and in person, at the Company’s business premises or such other location as Nonthe Company may reasonably request, about manufacture and process design, technical matters for all Company products, and related activities including but not limited to supporting development, potential partnering and/or other corporate transactions, and financing matters. You will be available to provide consulting services of up to 40 (forty) hours per week, as requested. You and the Company acknowledge and agree that during the Consulting period, you are an independent contractor. The company will not make deductions for taxes from any Consulting Fees paid and you shall be responsible for self-Executive Chairman employment and personal income taxes. As consideration for this Agreement and your consulting services, you shall receive the following payments and benefits: a) Through the earlier of December 31, 2014 or the Board. Termination of date on which you terminate the Term Consulting Period or the Company terminates the Consulting Period for cause (as defined in the Consulting Agreement), you shall not effect the Parties’ rights and obligations under this Section 6, subject continue to vest in all outstanding equity awards issued to you prior to the following: Executive agrees to provideResignation Date. All equity awards unvested as of December 31, if requested2014, 1,000 hours of service (the “Consulting Services”) per year, or such earlier date as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting PeriodPeriod is terminated, shall be cancelled. HCC You shall pay Executive $450,000 per year have the right, through the date that is six (6) months from the termination of the Consulting Period, payable quarterlyto exercise all vested equity awards. You agree to execute a 180-day post-initial Public Offering lock up agreement containing customary terms (the “Lock-Up Agreement”). Except as expressly provided herein, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive your equity rights shall receive, to the extent permitted be governed by law and the terms of any existing planthe applicable equity Plan, all Notice of Grant and equity award agreement. You will not be obligated to sign the Lock-Up Agreement unless and until the Coherus Board of Directors approves the exercise extension referenced in this sub-paragraph (a). ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Main: 650.649.3530 Page 1 b) Through the earlier of December 31, 2014 or the date on which you terminate the Consulting Period or the Company terminates the Consulting Period for cause (as defined in the Consulting Agreement), you will receive consulting payments as set forth in the Consulting Agreement (the “Consulting Payments”). c) Your Company’s -sponsored healthcare benefits as if Executive was a full time employeewill terminate effective June 30, 2014. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability If you timely elect to continue your healthcare coverage pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, howeverConsolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company agrees that it shall provide reasonable advance notice to Executive will reimburse your premiums through the earlier of its expected consulting needs and any request (i) the last day of the month in which you terminate the Consulting Period or the Company terminates the Consulting Period for cause (as defined in the Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In additionAgreement), Executive shall not be required to perform any requested Consulting Services which(ii) June 30, in Executive’s good faith opinion2015, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to (iii) until you obtain healthcare coverage through another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except or (iv) until you are otherwise no longer eligible for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting ServicesCOBRA.

Consulting Agreement. (a) Effective upon Executive’s 's termination of employment for any reason other than Executive’s 's termination prior to the end of the Basic Term by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “"Consulting Period”"). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Basic Term shall not effect the Parties’ ' rights and obligations under this Section 6, subject . Subject to the following: , Executive agrees to provide, if requested, 1,000 a minimum of 100 hours of service (the “Consulting Services”) per year, or, as required requested by the Company. Prior , up to a Change total of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board 500 hours during the term of the Consulting Period. HCC shall pay Executive $450,000 per any one year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, ; provided, however, if Executive ceases that the total number of hours to be worked over the Executive Chairman, Executive duration of the Consulting Period shall no longer receive Deferred Compensationnot exceed 500 (the "Consulting Services"). The Consulting Services to be provided shall be commensurate with Executive’s 's training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determineCompany. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s 's other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s 's good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the twothree-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s 's travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office 's office, residence or residence and at the Company’s LDG's executive offices in HoustonWakefield, Texas Massachusetts, and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting ServicesServices but Executive shall not be entitled to utilize corporate aircraft during the Consulting Period. HCC shall pay Executive $100,000 per year (the "Yearly Consulting Fee") and a total of $500,000 (the "Total Consulting Fee") during the Consulting Period, payable monthly in arrears, provided, however, if Executive works in excess of 100 hours in any calendar year, such calendar year's Yearly Consulting Fee shall be increased by multiplying the number of hours in excess of 100 by $1,000 and such excess amount shall be reduced from the final Yearly Consulting Fee paid to Executive as set forth in this Section 6 and shall not increase the Total Consulting Fee. Executive may elect to delay payment for services but not the services themselves. Except as set forth below and in Sections 4(c) or 4(d) hereof, if Executive fails to provide the hours requested by the Company in any 12-month period, Executive's rights to receive any further Consulting Fee shall immediately terminate. During the Consulting Period, Executive shall receive no employment benefits from HCC. If Executive dies or becomes Disabled during the Consulting Period neither he nor, on his death, his beneficiary or estate, shall receive or continue to receive as the case may be the Consulting Fee during the remainder of the Consulting Period. (b) If Executive has elected to begin the Early Consulting Period, during such Early Consulting Period Executive shall be required to provide Consulting Services in any amount of, at least, 500 hours per each calendar year. During such Early Consulting Period, Executive shall: (a) receive the Consulting Fee of $100,000 per year; (b) receive stock options in an amount equal to 25,000 shares per year (exercisable at a price as set forth in Section 3(c)(2) hereof); and (c) shall be entitled to the use of corporate aircraft in a manner determined in accordance with Section 3(g) hereof. During such Early Consulting Period, Executive shall receive no employment benefits from HCC. If Executive dies or becomes Disabled during the Early Consulting Period, for the remainder of such Early Consulting Period (but not for the Consulting Period) Executive (or, on his death, his beneficiary or estate) shall continue to receive as the case may be the Consulting Fee for the remainder of the Early Consulting Period.

Consulting Agreement. Effective Upon Executive’s retirement from the Company on or after January 1, 2010 (other than a voluntary termination after a Change of Control pursuant to Section 4(f)) or upon Executive’s termination cessation as an employee of employment for any reason the Company (other than Executive’s termination by Executive having been terminated for Cause) after the Expiration Date, Executive agrees to serve and the Company for Cause, HCC hereby retains agrees to retain Executive as a consultant (as an independent contractor and not as an employee) for a period equal to the number of five (5) whole years after January 1, 2002 wherein Executive was a full-time employee of the Company (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: . (a) Executive agrees to provide, if requested, 1,000 provide up to 250 hours of consulting service (the “Consulting Services”) per yearyear during the Consulting Period, as required by the Company. Prior to a Change of Control, the . (b) The Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 75,000 per year of during the Consulting Period, payable quarterlymonthly, in advance. Executive may elect to delay payment for services, but not advance beginning on the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all first day of the Company’s benefits as if Executive was a full time employee. In addition, month immediately following the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to Termination Date (the terms hereof during the “Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, Fees”); provided, however, that if upon the Termination Date Executive ceases to is a “specified employee” within the meaning of Code section 409A, then payment of any Consulting Fees otherwise payable during the first six (6) months following the Termination Date shall be deferred until the Executive Chairman, Executive shall no longer receive Deferred Compensation. date that is six (6) months following the Termination Date in accordance with Section 19(a). (c) The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determineCompany. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services. Executive’s entitlement to continued payment under this Section shall immediately terminate if Executive engages in any conduct violative of the provisions of Section 5 of this Agreement. (d) In the event of Executive’s death or Disability during the Consulting Period, the Company shall pay to Executive (or Executive’s estate in the case of Executive’s death) the remaining Consulting Fees for the Consulting Period in a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the date of Executive’s death or Disability. Such amount shall be paid within thirty (30) days after the date of Executive’s death or Disability; provided, however, that with respect to any such payment that would be made as a result of Executive’s Disability, if such payment would be made within six (6) months after the Termination Date and if Executive is a “specified employee” within the meaning of Code section 409A as of the Termination Date, then such payment shall be deferred until the date that is six (6) months following the Termination Date in accordance with Section 19(a). Executive’s estate shall not have the right to designate the taxable year of such payment.

Consulting Agreement. Effective upon Executive(a) From the Retirement Date through the earlier of: (i) May 1, 2026, (ii) the Company’s termination of employment for any reason other than the Executive’s termination by consulting and advisory services, or (iii) the Company for CauseExecutive’s death or becoming Disabled (such applicable period, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During , the Consulting Period, Executive shall serve provide consulting and advisory services from time to time as Non-may be reasonably requested by the Company’s Chief Executive Officer or a Board member (with the prior approval of the Company’s Chairman of the Board or the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service ’s Lead Independent Director) (the “Consulting Services”) per year). The purpose of the Consulting Services to be provided under this Agreement will be to ensure the orderly transition of the Executive’s duties and responsibilities, and may include engaging in general business, market development, participation on the boards of directors of the National Association of Wholesalers—Distributors and the NAW Institute for Distribution Excellence, and providing other advice similar to that provided by the Executive while previously engaged as required by an employee of the Company. Prior The Executive agrees to perform only those tasks reasonably assigned to the Executive and will perform all such Consulting Services in a Change of Controlcommercially reasonable matter. (b) In making requests, the Company shall use its best effort to cause Executive to continue as a Director will take into consideration the Executive’s other business and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive personal commitments that may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof arise during the Consulting Period. Further, if at any time The Parties anticipate that the Executive will be requested to provide approximately 350 hours of Consulting Services per calendar year (the “Target Hours”) during the Term of this Agreement Executive shall elect, at his sole option, Consulting Period (such amount to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During be prorated for partial years during the Consulting Period, Executive ); provided that any requested Consulting Services that exceed the Target Hours shall have be performed at times and schedules agreed to by the right to Chairman or the same benefits for Lead Independent Director and the same purposes and to Executive. (c) In the same extent as were in effect during event of the term Executive’s material breach of this Agreement, providedthe Company, howeverby action of the Board, may terminate the Consulting Period if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with has not cured such breach within fifteen (15) days after the Company provides written notice to the Executive shall receive of such stock options or cash bonuses as the Compensation Committeebreach, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide and upon such Consulting Services during the Consulting Period; provided, howevertermination, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Servicesno further obligations hereunder.

Consulting Agreement. (a) Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Causereason, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) six years and nine months (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect affect the Parties’ rights and obligations under this Section 6, subject 9. Subject to the following: , Executive agrees to provide, if requested, 1,000 hours of service provide services as a consultant to the Company (the “Consulting Services”) ), if requested, a minimum of 200 hours of service per yearyear (or prorated portion thereof), or, as required requested by the Company. Prior , up to a Change total of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board 600 hours during the term of the Consulting Period. HCC shall pay Executive $450,000 per any one year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, ; provided, however, if Executive ceases that the total number of hours to be worked over the Executive Chairman, Executive duration of the Consulting Period shall no longer receive Deferred Compensation. not exceed 1,350. (b) The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determineCompany. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during . (c) The Consulting Period shall run concurrently with the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period Restricted Period provided for in Section 5(c)5. Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 69. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office office, residence or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services. (d) HCC shall pay Executive a consulting fee at a rate of $200,000 per year (the “Consulting Fee”) during the Consulting Period, payable monthly in arrears. Executive may elect to delay payment for the Consulting Services but not the Consulting Services themselves. Subject to Executive providing the Consulting Services in accordance with this Section 9, Executive’s right to receive the Consulting Fee shall be deemed fully vested as of the Effective Date of this Agreement. Except as set forth in Sections 9(e) hereof, if Executive fails to provide the Consulting Services and the hours requested by the Company in any 24-month period, Executive’s rights to receive any further Consulting Fee (including any Additional Consulting Fee (as hereinafter defined)) shall immediately terminate. During the Consulting Period, except as otherwise provided for in this Agreement, Executive shall receive no employment benefits from HCC. (e) If Executive dies or becomes Disabled during the Term (or as an employee of the Company following the Term) or during the Consulting Period, he (or, on his death, his beneficiary or estate) shall receive or continue to receive as the case may be, the Consulting Fee, including any Additional Consulting Fee (as hereinafter defined), during the remainder of the Consulting Period as if such death or Disability had not occurred. (f) The Consulting Fee payable to the Executive hereunder shall be increased by an additional amount of $350,000 (the “Additional Consulting Fee”) for each year of the Term completed prior to the termination of Executive’s employment pursuant to the terms hereof. Such Additional Consulting Fee shall be paid ratably over the Consulting Period.