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...
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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...
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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):
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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 ...
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Consulting Appointment 
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Related to Consulting Appointment

  • Continuing Appointment A continuing appointment shall continue until retirement or until otherwise terminated pursuant to this Agreement.

  • Board Appointment (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company. (b) The Board Representative shall, subject to applicable law, be one of the Company’s nominees to serve on the Board of Directors. The Company shall use its reasonable best efforts to have the Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for the Board Representative to the same extent as it does for any of its other Company nominees to the Board of Directors. At the option of the Board Representative, the Board of Directors shall cause such Board Representative to be appointed to the Compensation Committee of the Board of Directors, and any equivalent committee of the Bank, so long as the Board Representative qualifies to serve on such committees under the Company’s or the Bank’s committee charters currently in effect, as applicable, and applicable rules of any exchange on which the Common Stock is then listed, and such service is consistent with commitments that Castle Creek has provided to the Federal Reserve in connection with the transaction and would not result in Castle Creek being deemed in control of the Company for purposes of the BHC Act. The Company shall ensure, and shall cause the Bank to ensure, that the Board of Directors, the Bank Board, the Compensation Committee of the Board of Directors and any equivalent committee of the Bank shall have at least four members for so long as Castle Creek shall have the right to appoint a Board Representative. Castle Creek covenants and agrees to hold any information obtained from its Board Representative in confidence (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). Notwithstanding anything to the contrary contained herein, at all times when Castle Creek maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve’s Policy Statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein. (c) Subject to Section 1(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board or the Bank Board of the Board Representative, Castle Creek shall have the right to designate the replacement for such Board Representative, which replacement shall satisfy all legal, bank regulatory and governance requirements regarding service as a director of the Company, and shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof). The Board and the Bank Board shall use their respective commercially reasonable efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the Board and the Bank Board), using all reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be. (d) The Board Representative shall be entitled to compensation, including fees, and indemnification and insurance coverage in connection with his or her role as a director, to the same extent as other directors on the Board or the Bank Board, as applicable, and the Board Representative shall be entitled to reimbursement for reasonable documented, out-of- pocket expenses incurred in attending meetings of the Board and the Bank Board, or any committee thereof, in accordance with Company policy. (e) The Company acknowledges that the Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by Castle Creek and/or certain of its Affiliates (collectively, the “Castle Creek Indemnitors”). The Company hereby agrees on behalf of itself and the Bank that with respect to a claim by the Board Representative for indemnification arising out his or her service as a director of the Company and/or the Bank (1) that it is the indemnitor of first resort (i.e., its obligations to the Board Representative with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Board, as applicable) are primary, and any obligation of the Castle Creek Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), and (2) the Castle Creek Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Board Representative against the Company.

  • Initial Appointment Upon entering the classified service, an Employee shall receive compensation at the minimum of the salary range of the classified position for which hired. When economic conditions, unusual employment conditions or exceptional qualifications of a candidate for employment indicate that a higher rate would be in the City's best interest, the Department Head with the approval of the Human Resources Manager may authorize hiring at a rate above the minimum for the classified position for which the Employee is being hired, but in all cases, the rate is not to exceed the maximum for the job classification.

  • Term Appointments 1.02.1 A term appointment is one in which the beginning and end dates of employment are clearly identified in the appointment letter. 1.02.2 It is agreed that employees employed on term appointments (hereinafter referred to as term employees) are covered by the terms of this Collective Agreement except for those Articles and conditions set out below: a) It is agreed that there is no guarantee or commitment of employment to an employee beyond that which is identified in their appointment letter. b) Term appointments normally are from 3 months to 1 year in length, though such an appointment may be for a longer period under special circumstances such as, Long Term Disability, Family Leave or Leave of Absence. c) Prior to hiring or renewing an employee on a term appointment, Human Resources staff will evaluate a job description submitted by the Department Head/Designate and determine the appropriate salary range and hiring salary in accordance with the Salary Administration provision of this Agreement. If the original appointment letter indicates a period of employment of more than 12 months, or if the employee's actual period of employment in the same position exceeds 12 months, the position description will be submitted for evaluation by the Joint Technical Position Evaluation Committee at the beginning of the thirteenth month of employment. If this evaluation results in a salary increase, the increase shall be made effective to the beginning of the thirteenth month of employment. d) Notwithstanding Article 21.01, term appointments of 3 to 6 months duration will not normally be posted; however, written notice will be sent to the Union. e) For the purposes of seniority, term employees will not be considered as new employees if they are rehired within 6 months of a previous termination. f) Notwithstanding Article 17 (Sick Leave), term employees shall be entitled to accumulate paid sick leave determined at the rate of 2 days per calendar month of their appointment to a maximum of 60 days. g) Notwithstanding Article 12 (Layoff and Recall), in the event of a layoff the University will provide as much advance notice as possible to term employees. However, term employees shall not be entitled to recall rights. h) Term employees shall not be covered by the following articles or clauses of the Collective Agreement: Article 12, Article 17.01, Article 17.02, Article 21.05. i) Term employees whose employment has been renewed beyond the original term appointment, and whose appointment will not be renewed again, will be given a minimum of 2 weeks’ notice or notice pursuant to the Employment Standards Act, whichever is greater, confirming the end date stated in their subsequent appointment letter. j) Term employees who are laid off are entitled to severance pay in accordance with Appendix B, Chart B.

  • Hiring and Appointments 15.1 The Employer will determine when a position will be filled, the type of appointment to be used when filling the position, and the skills and abilities necessary to perform the duties of the specific position within a job classification that is being filled. Only those candidates who have the position-specific skills and abilities required to perform the duties of the vacant position will be referred for further consideration by the employing Agency. ▇. ▇▇ Agency’s internal layoff list will consist of employees who have elected to place their name on the layoff list through Article 35, Layoff and Recall, of this Agreement and are confined to each individual agency. B. The statewide layoff list will consist of employees who have elected to place their name on the statewide layoff list in accordance with WAC ▇▇▇-▇▇-▇▇▇. C. A promotional candidate is defined as an employee who has completed the probationary period within a permanent appointment and has attained permanent status within the Agency. D. A transfer candidate is defined as an employee in permanent status in the same classification as the vacancy within the Agency. E. A voluntary demotion candidate is defined as an employee in permanent status moving to a class in a lower salary range maximum, within the Agency.