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. (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.

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 '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 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 '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’s termination Commencing on the Termination Date and continuing through the earlier of employment for any reason other than Executive’s termination by (a) the Company for Cause30th day following the date in which Employee provides written notice of her intention to terminate this consulting arrangement; or (b) April 30, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years 2020 (the “Consulting Period”). During , Employee shall be engaged by Employer as an independent consultant to perform non-exclusive consulting services for Employer as requested by Employer during the Consulting Period, Executive shall serve as Non-Executive Chairman Period including (i) assistance in the transition of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject Employee’s duties; (ii) cooperation with Employer with respect to matters in which Employee was engaged prior to the following: Executive agrees to provideTermination Date as set forth in Paragraph 9 hereof, if requested, 1,000 hours of service and (the “Consulting Services”iii) per year, such other consulting work 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 be agreed during the Consulting Period. FurtherIn consideration of the consulting services provided hereunder, if at any time Employer shall pay Employee a consulting fee of $39,591.67 per month during the Term Consulting Period payable in bi-weekly installments of this Agreement Executive shall elect, at his sole option, to cease being $18,273.08. Employee acknowledges that Employer will issue a full time employee, then form 1099 for the consulting services and Employee will be responsible for all taxes payable in connection therewith. For the avoidance of doubt 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 accordance with Section 5 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 Employee shall be commensurate with Executive’s trainingentitled to, backgroundamong other benefits described in the 2012 Stock Plan, experience continued vesting (during the Consulting Period) of her Restricted Stock Awards, Performance Stock Awards and Non-Qualified Stock Options granted to Employee prior duties with to the Company Executive shall receive such stock options or cash bonuses as the Compensation CommitteeTermination Date. Further, Employee is free to seek, accept and partake in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services other full-time employment during the Consulting Period; provided, however, provided that such activities do not interfere or conflict with the Company agrees that it shall provide reasonable advance notice to Executive performance of its expected consulting needs Employee’s duties 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 Executiveresponsibilities hereunder. 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 employerPLEASE READ CAREFULLY. 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 6THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. The Parties contemplate thatparties, when appropriateagreeing to be legally bound hereby, the Consulting Services shall be performed at Executiveknowingly and voluntarily sign this Agreement. XXXXX XXXXX DICK’S SPORTING GOODS, INC. /s/Xxxxx Xxxxx /s/Xxxxxx Xxxxxx Xxxxxx Xxxxxx President Date:11/04/19 Date: 11/04/19 Appendix A* Sporting Goods Providers • Academy, Ltd. • Amazon, Ltd. • Bass Pro, Inc. and Bass Pro Outdoor World, L.L.C. • Big 5 Sporting Goods Corporation • Cabela’s office or residence Inc. • Canadian Tire Corporation, Limited and at the FGL Sports Ltd. (e.g., Sport Chek, Hockey Experts, Sports Experts, National Sports, Intersport, Pro Hockey Life and Atmosphere) • City Sports, Inc. • Xxxxxx’x Athleisure Corporation (Xxxxxx’x Sports) • Fanatics, Inc. FansEdge and Fanatics Authentic • Foot Locker, Inc. (e.g., Foot Locker, Lady Foot Locker, Kids Foot Locker, Footaction, Champs Sports, Eastbay and CCS) • Gander Mountain Company • Gap, Inc. dba Athleta • Golf & Tennis Pro Shop, Inc. (PGA Superstores) • Xxxxx Xxxxxx & Company, Inc. (Modell’s) • Hibbett Sports, Inc. • L.L. Bean, Inc. • lululemon athletica Canada, Inc. • Michigan Sporting Goods Distributors Inc. (MC Sports) • OSC Sports, Inc. (Olympia Sports) • Recreational Equipment, Inc. (REI) • Scheels All Sports, Inc. • Sportsman’s executive offices in HoustonWarehouse, Texas Inc. • The Finish Line, Inc. • UFA Co-operative Limited (e.g., Wholesale Sports Outdoor Outfitters) • Varsity Brands, Inc. (e.g., BSN Sports) • Versa Capital Management, LLC (Vestis Retail Group, LLC, Bob’s Stores, Eastern Mountain Sports, Inc. (EMS), Sports Chalet, Inc.) • Worldwide Golf Enterprises, Inc. (e.g, Xxxxx Xxxx Golf Shops, The Golf Mart, Van’s Golf Shop, Golfer’s Warehouse, Xxxxx Xxxxx Golf Shops, Uinta Golf, Worldwide Golf Shops) Team Dealers • Eurosport • BSN Sports • Sports Endeavors (Xxxxxx.xxx) • Squad Locker Sports Software Providers • Active Network, including, but not limited to, eteamz and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel LeagueOne • Blue Star Sports, including but not limited to, Bonzi, Goalline Solutions, PointStreak, and other expenses reasonably incurred by Executive in rendering the Consulting Services.League Lineup • Demosphere • Got Soccer • League Apps • Sports Illustrated (SI) Play, including, but not limited to, League Athletics, Sports Signup and iScore • Sports Engine, including but not limited to Kyck, Rally Up, and Team Unify • Team App • Team Snap

Consulting Agreement. Effective upon Executive’s termination SECTION 5.1: Xxxxxx agrees to provide the Company with consulting services on an as-requested basis during the Consulting Period. The consulting services to be provided under this Agreement may include general business, marketing and other advice similar to that provided by Xxxxxx previously when engaged as an employee of employment for the Company. The anticipated amount of consulting services that the Company will request of Xxxxxx is up to 240 hours per calendar year during the Consulting Period; provided that any reason other than Executive’s termination services requested exceeding 240 hours per calendar year shall be at times and schedules agreed to by the Chairman of the Company for Cause, HCC hereby retains Executive and Xxxxxx. If the number of hours the Company requests Xxxxxx provide as a consultant (an independent contractor and not as an employee) for a period exceed 240 hours per calendar year, then the Company shall pay Xxxxxx additional compensation in the amount of five (5) years (the “Consulting Period”)$250 per hour of consulting services provided by Xxxxxx. SECTION 5.2: During the Consulting Period, Executive shall serve as Non-Executive Xxxxxx agrees to maintain records of his consulting services, in a form of Xxxxxx’x choosing, and provide the Company with such records of his consulting services on a monthly basis for review and approval by the Chairman of the BoardCompany. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6ARTICLE 6 RETURN OF COMPANY PROPERTY SECTION 6.1: Xxxxxx agrees that, subject to the following: Executive agrees to provideby December 31, if requested2007, 1,000 hours of service (the “Consulting Services”) per year, as required upon request by the Company. Prior to a Change of Control, the he will return all 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 Periodproperty, payable quarterly, in advance. Executive may elect to delay payment for servicesincluding, but not the services themselves. During such Consulting Period, Executive shall receive, limited to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits Confidential Information 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 Committeedefined herein, in its sole discretion shall determinehis possession at that time. Executive Xxxxxx further 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. Furtherthat, during the Consulting Period, Executive he will not remove any Confidential Information or Company documents from the Company premises without prior approval of the Chairman of the Company. After the Consulting Period, Xxxxxx further agrees to return all Company property he was provided by the Company during the course of his consulting duties as described herein. ARTICLE 7 NONDISCLOSURE AGREEMENT SECTION 7.1: Xxxxxx agrees not to disclose any of the Company's Confidential Information, as defined above, directly or indirectly, to any unauthorized person, and not to use such information in any way, either during the term of this Agreement or any time thereafter, except as required for the benefit of the Company In addition, Xxxxxx agrees not to disclose any private, personal and/or other nonpublic information about the Company’s current or past (i) employees, (ii) agents, (iii) directors, (iv) customers, (v) vendors, (vi) independent contract growers, or (vii) other representatives including the Pilgrim family, Pilgrim Bank and matters associated with the Pilgrim family estate. Nothing contained herein shall be deemed to prevent Xxxxxx from disclosure if, in the written opinion of counsel, such disclosure is legally required to be made and Xxxxxx notifies the Company in advance of such intended disclosure and, if applicable, gives the Company a reasonable opportunity to obtain a protective order or confidentiality treatment. Similarly, the Company agrees not be subject to disclose any private, personal or any non-competition provisions except for the two-year period public information about Xxxxxx; provided for in Section 5(c). Unless waived by Executive, Executive that nothing contained herein shall not be deemed to prevent such disclosure as is legally required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any daybe made. 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.ARTICLE 8