Common use of Consulting Arrangement Clause in Contracts

Consulting Arrangement. Subject to the Officer’s execution and nonrevocation of the Supplemental Release, from the Separation Date through the one year anniversary thereof (the “Consulting Period”, which shall end on such earlier date as the Officer dies, becomes disabled, or is terminated by the Company for Cause (as defined below)), the Company and Officer agree that Officer shall serve as a consultant to the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer from time to time (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months of the Consulting Period, and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As such, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3.

Consulting Arrangement. Subject to During the Officer’s execution and nonrevocation of the Supplemental Release, from the Separation Date through the one year anniversary thereof (the “Consulting Period”, which shall end on such earlier date as the Officer dies, becomes disabled, or is terminated by the Company for Cause (as defined below)), the Company and Officer agree that Officer shall serve as a consultant to the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable period commencing on the 1st Last Date Worked and ending on December 31, 2012, Corning shall have the right to request of each monthExecutive, for the first six months and Executive shall provide, advice and assistance in respect of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officermatters related to Corning’s equity awards operations; provided that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer from time to time (the “Services”). Officer will not be required to provide such advice and assistance in respect of matters that he reasonably determines are outside the area of his expertise or knowledge. . In consideration of Executive’s agreement to make himself available to the Company to provide such advice and assistance under this Section 5, the Company will pay to Executive an aggregate amount equal to $903,000. This amount will be paid in eight consecutive quarterly installments of $112,875 each, the first of which will be paid on March 31, 2011. In addition, Corning will reimburse Executive for all reasonable traveling and business expenses incurred by him at our request, in accordance with Corning’s Travel Policy and Business Expense Guidelines. If requested by the Company, Executive will devote a reasonable amount of time each week to fulfill his obligations under this Section 5 subject to his personal and professional commitments; provided that in no event will Executive be required to spend more than 20 16 hours in any week in providing the advice and assistance described herein. In addition to the confidentiality obligations to which Executive is subject as an employee of Services per calendar month Corning, information relating to Corning which we shall make available to Executive from time of time during the first six months course of the Consulting Period, and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he consulting arrangement described above shall be treated as an independent contractor for all purposes confidential and (A) will be used solely in connection with respect thereto. As suchExecutive’s performance of the services described above; (B) will not be published or disclosed to any third party (except in connection with Executive's performance of the services described above and except as required by law or legal process); and (C) to the extent in tangible form, will be returned to Corning upon request or when Executive’s need therefor in connection with the Officer provision to Corning of the services described above terminates; provided that the foregoing shall not participate apply to any information which is, or subsequently may become, through no fault of Executive, publicly available, or which was or becomes available to Executive on a non-confidential basis from a source not known to Executive to be prohibited by a legal, contractual or fiduciary obligation from disclosing such information to Executive. It is agreed that Executive will treat such information and all materials entrusted to him by or on behalf of Corning with the requisite level of care so as an active employee in any employee benefit plan to preserve their confidentiality, and shall return such materials to Corning immediately upon request of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3.Corning. PFV Retirement Transition Agreement

Consulting Arrangement. Subject Following the 2020 SH Meeting, Pedder will be engaged by the Company as a special advisor to the Officer’s execution and nonrevocation Board for a period of the Supplemental Release, from the Separation Date through the one year anniversary thereof up to 18 months (the “Consulting Period”, which shall end on such ). The Consulting Period may be earlier date as the Officer dies, becomes disabled, or is terminated by the Company for Cause either Party upon thirty (as defined below)), the Company and Officer agree that Officer shall serve as a consultant to the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by 30) days’ written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof)other Party. During the Consulting Period, Officer agrees Pedder will provide such consultation and advice to assist with transition the Board as the Board may reasonably request, and integration and such other matters may also attend Board meetings as may be reasonably requested by the Company’s Chief Executive Officer from time to time Board (collectively, the “Consulting Services”). Officer Pedder agrees to perform the Consulting Services competently and in a professional manner, in compliance with all applicable laws. In consideration of the Consulting Services, Pedder will be eligible to receive (i) continued vesting of his Restricted Stock Award and Time-Based Options as described in Section 4(a) below, and (ii) cash and equity compensation in the same amount as provided to non-employee directors not be required serving as chair of the Board or any committee thereof, pursuant to provide more than 20 hours the terms of Services per calendar month the Company’s non-employee director compensation policy. Pedder acknowledges and agrees that, during the first six months of the Consulting Period, he will be an independent contractor and not more than 10 hours of Services per month for the remainder an employee of the Consulting PeriodCompany. Officer shall direct Pedder acknowledges that as an independent contractor, he will not be entitled to any and all inquiries regarding compensation, benefits or rights provided by the Services Company to its employees (whether by agreement or by operation or law), including but not limited to group health insurance, disability insurance, paid vacations, sick leave, retirement plans, health plans, premium overtime pay, workers’ compensation coverage, or any similar benefits that may be provided to the Company’s Chief Executive Officeremployees. The Officer In addition, Pedder acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he shall will be treated as an independent contractor for all purposes with respect theretofederal and state tax purposes. As suchAccordingly, the Officer shall Company will not participate as an active employee in withhold from any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts consideration paid to Pedder for the Officer pursuant to this Section 3Consulting Services any amounts for federal or state income taxes, social security (FICA) taxes, or any other taxes. Pedder agrees that he is responsible for any such tax obligations.

Consulting Arrangement. Subject to For six months following the Officer’s execution and nonrevocation of the Supplemental Release, from the Separation Transition Date through the one year anniversary thereof (the “Consulting Period”, which shall end on such earlier date ) and upon mutual written agreement as to the Officer dies, becomes disabled, or is terminated by the Company for Cause (as defined below))scope of engagement, the Company and Officer Parties agree that Officer shall serve as a consultant to the Company providing the Services (as defined below); provided, however, that the Company may extend engage the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange Executive as a consultant from time-to-time on an as-needed basis for provision of the Services, the Officer shall receive a consulting fee of $10,000 200 per monthhour worked, payable on in arrears promptly after the 1st end of each month, calendar month upon submission of a suitably detailed invoice for the first six months work performed, and in each case subject to the prior written approval of the Chief Executive Officer. The Executive will be reimbursed for all reasonable travel and travel-related expenses that he incurs at the request of the Company in performing services for the Company during the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s reimbursement policies and prior written approval of the Chief Executive Officer from time of the Company. The Company and the Executive reasonably anticipate that the amount of services the Executive will perform for the Company after the Transition Date will permanently decrease to time (the “Services”). Officer will not be required to provide no more than 20 hours 20% of Services per calendar month the average level of services performed by the Executive for the Company during the first six months of 36-month period immediately preceding the Transition Date. The Executive will perform such consulting services as an independent contractor during the Consulting Period, and not more than 10 hours of Services per month for the remainder as an employee or officer of the Consulting PeriodCompany. Officer shall direct any The Executive will be responsible for all taxes and all inquiries regarding the Services non-reimbursable expenses attributable to the rendition of his consulting services. This consulting arrangement shall not be deemed to constitute a partnership or joint venture between the Company and the Executive, nor shall this consulting arrangement be deemed to make the Executive an agent of the Company’s Chief Executive Officer. The Officer Executive acknowledges and agrees that he will have no authority to enter into contracts, commitments, or obligations of any kind, or to make any representations, on behalf of the Company, unless expressly authorized to do so in writing by an authorized representative of the Company. Nor will he have or exercise the authority to supervise or direct the activities of any employee of the Company. For the avoidance of doubt, the Company has and the Executive agree that Executive is under no right obligation to direct accept consulting assignments and can decline or control accept them as the Executive, in his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As suchsole discretion, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3sees fit.

Consulting Arrangement. Subject to the OfficerExecutive’s execution and nonrevocation non-revocation of the Supplemental Release, from the Separation Date through the one year anniversary thereof tenth month following the Separation Date (the “Consulting Period”, which shall end on such earlier date as the Officer Executive dies, becomes disabledis unable to substantially perform the Services (as defined below) due to Executive’s mental or physical disability that continues for a period of thirty (30) days or more, or is terminated by the Company for Cause (as defined below)), the Company and Officer Executive agree that Officer Executive shall be retained through Envision Clinical LLC to serve as a consultant to the Company providing the Services so long as Envision Clinical LLC executes the Company’s standard form of non-disclosure agreement (as defined belowthe “Consulting Arrangement”); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer Company shall receive pay to Envision Clinical LLC a consulting fee of (i) $10,000 15,000 per monthmonth (during the first four (4) months following the Separation Date) and (ii) $2,500 per month (during the remainder of the Consulting Period ending April 30, 2021), payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the OfficerExecutive’s equity awards that are Confidential Information indicated by [***] has been omitted from this filing. outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period andPeriod, subject to the OfficerExecutive’s continued service pursuant to this Section 3 3. In the event the Company terminates the Consulting Arrangement during the Consulting Period for any reason other than Cause, death or disability, or in the event the Company undergoes a Change of Control (as defined in the Management Continuity Agreement) during the Consulting Period: (1) the Company shall immediately pay to Envision Clinical LLC a termination fee equal to the full amount of consulting fees that would have been earned by Envision Clinical LLC for the entirety remainder of the 12-month Consulting Period had the Consulting Arrangement not been terminated and (without regard to any extension thereof)2) all of Executive’s outstanding and unvested equity awards that would have vested based on continued performance of the Services through the end of the Consulting Period shall immediately and irrevocably vest as of the date of termination of the Consulting Arrangement or Change of Control. During the Consulting Period, Officer Executive agrees to assist with transition and integration and such other matters as may be reasonably requested by by, and at the direction and under the supervision of, the Company’s Chief Executive Officer from time to time (the Operating Officer.(the “Services”). Officer During the first four (4) months of the Consulting Period, Executive will not be required to provide more than 20 forty (40) hours of Services per calendar month, and thereafter Executive will not be required to provide more than ten (10) hours of Services per calendar month during the first six months of the Consulting Period, but in the event Executive has been asked to provide additional Services during any such month, Executive shall inform the Company’s Chief Operating Officer in writing and not more than 10 hours seek written approval of such additional Services per month and the Parties shall agree on the payment of additional consulting fees to be paid for the remainder of the Consulting Periodsuch additional Services. Officer Executive shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer Executive acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he and Envision Clinical LLC shall be treated as an independent contractor contractors for all purposes with respect thereto. As such, the Officer Executive shall not participate as an active employee in any employee benefit plan of the Company or an affiliate Affiliate (other than with respect to the OfficerExecutive’s outstanding equity incentive awardsawards or other vested Company benefits) and no income or other taxes shall be withheld from the amounts paid to the Officer Executive pursuant to this Section 3. Executive shall provide the Services from a location of Executive’s choosing, and the Company shall reimburse Envision Clinical LLC for reasonable and customary travel expenses incurred by Executive in providing the Services at the Company’s request in accordance with the Company’s expense reimbursement policy. During the Consulting Period, Executive shall be free to engage in any other employment or consulting work, so long as Executive is otherwise able to provide the Services and such employment or consulting work does not breach any other agreement between Executive and the Company (including any non-competition/non-solicitation agreement).

Consulting Arrangement. Subject From the Termination Date through (i) May 15, 2009 or (ii) such earlier time as the consulting services arrangement is terminated by (x) Executive or (y) the Company due to its reasonable dissatisfaction with the Officerquality of or timeliness of Executive’s execution and nonrevocation services, which deficiencies Executive has failed to cure within twenty (20) days following his receipt of the Supplemental Release, written notice from the Separation Date through the one year anniversary thereof Company specifying such deficiencies (the “Consulting Period”), which Executive shall end on such earlier date as provide consulting services to the Officer diesCompany, becomes disabledits subsidiaries and affiliates in connection with the evaluation of potential sales, mergers, acquisitions, or is terminated by pharmaceutical partnerships, and the Company for Cause (as defined below))actual or potential parties to such sales, the Company and Officer agree that Officer mergers or acquisitions. Executive shall serve as a consultant report to the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer (“CEO”) or such other person as the CEO shall direct from time to time (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months Consulting Period. Consultant shall provide approximately forty (40) hours per month of services during the Consulting Period, and but shall otherwise be free to engage in other employment, business or consulting activities that do not more than 10 hours create a conflict of Services per month interest with his consulting services for the remainder Company or violate his obligations under Articles 10, 11, 13 and 14 of the Consulting PeriodEmployment Agreement. Officer The Company shall direct any provide Executive with reasonable advance notice of requested consulting services and all inquiries the parties shall reasonably cooperate regarding the Services timing of Executive’s performance of such services, to meet the Company’s Chief business needs and avoid undue conflict with other employment or business activities of Executive. Any consulting services in excess of forty (40) hours per month, and any consulting services requiring travel by Executive, shall be subject to the mutual agreement of Executive Officerand the Company. In exchange for his consulting services, the Company shall pay to Executive a monthly fee of $6,000 for up to forty (40) hours of services, and shall be paid an additional $150 per hour after forty (40) hours in any month (the “Consulting Fees”). The Officer acknowledges that Company shall reimburse Consultant for travel, food and lodging expenses reasonably incurred in the Company has no right to direct or control his performance of Services hereunder his consulting services. Executive shall be an independent contractor during the consulting period and understands and agrees that he shall be treated as an independent contractor responsible for the payment of all purposes with respect thereto. As such, taxes on the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3Consulting Fees.