Consulting Appointment Sample Clauses
Consulting Appointment. (a) Effective as of the Termination Date and through the date that is two (2) months following the Termination Date (the “Consulting Period”), you shall serve as a consultant to the Company. During the Consulting Period, you will make yourself available, on an as-needed basis, to provide your assistance and expertise in all matters reasonably requested by the Company in connection with the transition of your duties and responsibilities, and with respect to such other matters relating to the business of the Company Group (the “Consulting Services”). Notwithstanding the foregoing, the Consulting Period shall immediately terminate upon any breach by you of this Agreement, and the Company shall have no further obligations under this paragraph 5 upon such early termination of the Consulting Period.
(b) In connection with your provision of the Consulting Services, the Company will pay you a monthly consulting fee equal to $40,000 (the “Consulting Fees”), payable in substantially equal monthly installments, in arrears.
(c) You acknowledge that, during the Consulting Period, you will not be an “employee” (or person of similar status) of the Company or any member of the Company Group for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and as a result, the Company will not withhold or deduct from the Consulting Fees any amounts as federal income tax withholding from wages or as employee contributions under the Federal Insurance Contributions Act or any other state or federal laws, and you will be solely responsible for the payment of any federal, state or local income or payroll taxes with respect to the Consulting Fees. In the event that the consulting arrangement described herein is reclassified as an employment relationship by any governmental agency or court, you acknowledge and agree that you will not seek to participate in or benefit from any of the employee benefit plans or programs of the Company or its affiliates as a result of such reclassification.
(d) It is understood by you and the Company that during the Consulting Period, you shall be an independent contractor with respect to the Company and not an employee of the Company. You acknowledge and agree that following the Termination Date, and in each case other than as required by COBRA, you (and your eligible dependents) shall no longer be eligible for, actively participate in, accrue service credit or have contributions made, either by you or on your behalf, under any employee be...
Consulting Appointment. (a) On April 1, 2007, the Company will appoint you, and you will serve the Company, in the capacity of a consultant to the business of the Company and its subsidiaries, through the close of business on March 31, 2008 (the “Consulting Period”); provided, however, that the Consulting Period will be automatically extended, without further action by either you or the Company, by one (1) additional year, first on March 31, 2008, and on each March 31 thereafter, unless either you or the Company provide the other with not less than sixty (60) days’ prior written notice of either’s election not to extend the Consulting Period.
(b) During the Consulting Period, you agree to act as a consultant and render your assistance and participation, giving at all times the full benefit of your knowledge, expertise, technical skill and ingenuity, in all matters involved in or relating to the business of the Company and its subsidiaries (the “Consulting Services”). Consistent with your independent contractor status, you will retain ultimate control over the provision of the Consulting Services hereunder, with such Consulting Services to be performed at times and places to be mutually agreed upon; provided, however, that you will not be required to perform Consulting Services in excess of 250 hours per year (including travel time).
(c) In consideration of the Consulting Services, during the Consulting Period, the Company will provide you with the following payments and benefits:
(i) For each one-year period of the Consulting Period (i.e., April 1 – March 31), you will be entitled to receive an amount equal to $120,000 (the “Consulting Fees”). The Consulting Fees shall be paid in eight (8) substantially equal monthly installments, payable on the first day of each calendar month from May through December. You shall also be reimbursed for your reasonable business expenses incurred in connection with the Consulting Services rendered to the Company or it subsidiaries.
(ii) You will be entitled to participation, on the same basis as the other members of the Executive Management Committee of the Company, in any health and insurance plans now or hereafter maintained by the Company or its subsidiaries during the Consulting Period.
(iii) During the 2007 calendar year, you will continue to be eligible to participate in the Company’s policies relating to tax gross-up payments for housing and tax preparation services, on the same basis as provided to members of the Executive Management Commi...
Consulting Appointment. In addition to the payments to be made to Executive pursuant to Sections 4 and 5 hereof, as of the Closing Date, Executive shall be entitled to the following; provided, however, that the provisions of this Section 6 shall be subject to Executive’s execution, on the Closing Date, and non-revocation of the waiver and release attached hereto as Exhibit A and Stockholder Approval of the payments described in Section 6(b)(ii):
Consulting Appointment. You shall serve as a consultant to the Company until the first (1st) anniversary of the Termination Date, or such earlier date if earlier terminated by the Company (the “Consulting Term”). During the Consulting Term, you will make yourself available, on an as-needed basis, to provide your assistance and expertise in all matters reasonably requested by the Company in connection with the transition of your duties and responsibilities, and with respect to such other matters relating to the business of the Company and its affiliates and subsidiaries (the “Consulting Services”). Notwithstanding the foregoing, the Consulting Term shall immediately terminate upon any breach by you of the Letter Agreement (including any restrictive covenant set forth in Article IX of the 2007 Plan), and the Company shall have no further obligations with respect to the Consulting Fee or the Consulting Services upon such early termination of the Consulting Term. In connection with your provision of the Consulting Services, the Company shall pay you an amount equal to $460,000 (the “Consulting Fee”) in a lump sum as soon as practicable following the completion of the Consulting Term. You acknowledge that, during the Consulting Term, you will not be an “employee” (or person of similar status) of the Company or its affiliates or subsidiaries for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and as a result, the Company will not withhold or deduct from the Consulting Fees any amounts as federal income tax withholding from wages or as employee contributions under the Federal Insurance Contributions Act or any other state or federal laws, and you will be solely responsible for the payment of any federal, state or local income or payroll taxes with respect to the Consulting Fee. In the event that the consulting arrangement described herein is reclassified as an employment relationship by any governmental agency or court, you acknowledge and agree that you will not seek to participate in or benefit from any of the employee benefit plans or programs of the Company or its affiliates as a result of such reclassification. In addition, it is understood by you and the Company that during the Consulting Term, you shall be an independent contractor with respect to the Company and not an employee of the Company. You acknowledge and agree that following the Termination Date, and in each case other than as required by COBRA, you (and your eligible dependents) shall no longer ...
Consulting Appointment