Common use of Consulting Clause in Contracts

Consulting. Upon (i) expiration of the Term pursuant to Section 1 herein, (ii) termination of this Agreement pursuant to Section 7(d) herein, Executive shall serve as a consultant to PNMAC (or in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date (the “Consulting Period”); provided, however, that if Executive remains employed with PNMAC following the expiration of the Term pursuant to Section 1 herein, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMAC. During the Consulting Period, Executive shall make himself available for consulting services concerning PNMAC’s (or its successor’s) general operations if and as may be reasonably requested by PNMAC after taking into account Executive’s then full-time, non-PNMAC-related employment opportunities, provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Executive and PNMAC and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activities. The consulting services shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMAC. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer in monthly installments during the entire Consulting Period, with each monthly payment equal to one-twelfth of Executive’s median annual base salary and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive shall not be entitled to continue receiving monthly payments under this Section 7(h), if he, directly or indirectly, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC (or in the event of a Transaction, of the surviving entity or parent). The Company shall provide Executive written notice if it contends Executive has breached any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breach.

Consulting. Upon (i) expiration of the Term pursuant to Section 1 herein, (ii) or upon termination of this Agreement pursuant to Section Sections 7(d) herein, Executive shall serve as a consultant to PNMAC (or in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date (the “Consulting Period”); provided, however, that if Executive remains employed with PNMAC following the expiration of the Term pursuant to Section 1 herein, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMAC. During the Consulting Period, Executive shall make himself available for consulting services concerning PNMAC’s (or its successor’s) general operations if and as may be reasonably requested by PNMAC after taking into account Executive’s then full-time, non-PNMAC-related employment opportunities, provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Executive and PNMAC and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activities. The consulting services shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMAC. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer in monthly installments during the entire Consulting Period, with each monthly payment equal to one-twelfth of Executive’s median annual base salary and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive shall not be entitled to continue receiving monthly payments under this Section 7(h), if he, directly or indirectly, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC (or in the event of a Transaction, of the surviving entity or parent). The Company shall provide Executive written notice if it contends Executive has breached any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breach.

Consulting. Upon Employee agrees that commencing upon Retirement, provided he has completed as least three (i3) expiration years of the Term pursuant Employment Term, he will provide consulting services and advice to Section 1 herein, (ii) termination SBC when and as reasonably requested by the Chief Executive Officer or by the Board of this Agreement pursuant to Section 7(d) herein, Executive shall serve as a consultant to PNMAC (Directors of SBC until the earliest of the third anniversary of Employee’s Retirement or in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date Employee’s death (the “Consulting PeriodTerm”); provided. In consideration of such services, howeverSBC or its affiliates shall, pay Employee an annual consulting fee equal to 50% of his annual rate of base salary in effect at his Retirement (the “Consulting Fee”), payable in monthly installments. In addition to the benefits specified in Section 3(b), SBC shall provide Employee continued access during the Consulting Term to SBC’s facilities and services comparable to those provided to him prior to his Retirement, including club memberships, financial planning, automobile or allowance therefore, and an office and support staff (collectively referred to as “Consulting Benefits”), on the same basis as such facilities and services were provided to Employee prior to his Retirement. During the Consulting Term, SBC shall also reimburse Employee, upon the receipt of appropriate documentation, for reasonable expenses, which he incurs in providing such consulting services at the request of the Chief Executive Officer or the Board of Directors of SBC. During the Consulting Term, Employee and SBC agree and acknowledge that if Executive remains employed with PNMAC following Employee shall be an independent contractor. Notwithstanding the foregoing, in the event his employment is terminated for Cause during the Employment Term, the obligation to perform consulting services and advice shall not begin and the Company shall not be obligated to pay Employee any fees, benefits, or expenses. The Consulting Term and Employee’s right to the Consulting Fee and Consulting Benefits as provided for in this Section 5 shall terminate only (a) upon the expiration of the Consulting Term pursuant to this Section 1 herein5, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMAC. During the Consulting Period, Executive shall make himself available for consulting services concerning PNMAC’s (or its successor’s) general operations if and as may be reasonably requested by PNMAC after taking into account Executive’s then full-time, non-PNMAC-related employment opportunities, provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Executive and PNMAC and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activities. The consulting services if Employee shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMAC. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer in monthly installments die during the entire Consulting PeriodTerm, with each monthly payment equal or (c) if Employee’s consulting arrangement is terminated by SBC for Cause during the Consulting Term. Employee’s right to one-twelfth of Executive’s median annual base salary the Consulting Fee and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive Consulting Benefits shall not be entitled to continue receiving monthly payments under this Section 7(h)limited or affected by any illness or disability of Employee, if heor on account of any accident or other event (except as provided herein) which either temporarily or permanently, directly or indirectlywholly or partially, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC (or in the event of a Transaction, of the surviving entity or parent). The Company shall provide Executive written notice if it contends Executive has breached any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breachprevent Employee from performing his consulting duties hereunder.

Consulting. Upon (i) expiration of the Term pursuant to Section 1 herein, (ii) termination of this Agreement pursuant to Section 7(d) herein, Executive shall serve as a consultant to PNMAC and PFSI (or in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date (the “Consulting Period”); provided, however, that if Executive remains employed with PNMAC following the expiration of the Term pursuant to Section 1 herein, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMAC. During the Consulting Period, Executive shall make himself available for consulting services concerning PNMACPFSI’s (or its successor’s) general operations if and as may be reasonably requested by PNMAC or PFSI after taking into account Executive’s then full-time, non-PNMAC-related employment opportunities, provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Executive and PNMAC PFSI and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activities. The consulting services shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMACPFSI. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer consulting fee of One Million Dollars ($1,000,000), payable in monthly installments of Forty-One Thousand Six Hundred Sixty-Six Dollars ($41,666) during the entire Consulting Period with a final payment of the remaining Two Hundred Fifty Thousand Dollars ($250,000) upon the completion of such Consulting Period, with each monthly payment equal to one-twelfth of Executive’s median annual base salary and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive shall not be entitled to continue receiving monthly payments under this Section 7(h), if he, directly or indirectly, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC PFSI (or in the event of a Transaction, of the surviving entity or parent). The Company PNMAC or PFSI shall provide Executive written notice if it contends Executive has breached any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breach.

Consulting. Upon Employee agrees that commencing upon Retirement, provided he has completed as least three (i3) expiration years of the Term pursuant Employment Term,he will provide consulting services and advice to Section 1 herein, (ii) termination SBC when and as reasonably requested by the Chief Executive Officer or by the Board of this Agreement pursuant to Section 7(d) herein, Executive shall serve as a consultant to PNMAC (Directors of SBC until the earliest of the third anniversary of Employee’s Retirement or in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date Employee’s death (the “Consulting PeriodTerm”); provided. In consideration of such services, howeverSBC or its affiliates shall, pay Employee an annual consulting fee equal to 50% of his annual rate of base salary in effect at his Retirement (the “Consulting Fee”), payable in monthly installments. In addition to the benefits specified in Section 3(b), SBC shall provide Employee continued access during the Consulting Term to SBC’s facilities and services comparable to those provided to him prior to his Retirement, including club memberships, financial planning, automobile or allowance therefore, and an office and support staff (collectively referred to as “Consulting Benefits”), on the same basis as such facilities and services were provided to Employee prior to his Retirement. During the Consulting Term, SBC shall also reimburse Employee, upon the receipt of appropriate documentation, for reasonable expenses, which he incurs in providing such consulting services at the request of the Chief Executive Officer or the Board of Directors of SBC. During the Consulting Term, Employee and SBC agree and acknowledge that if Executive remains employed with PNMAC following Employee shall be an independent contractor. Notwithstanding the foregoing, in the event his employment is terminated for Cause during the Employment Term, the obligation to perform consulting services and advice shall not begin and the Company shall not be obligated to pay Employee any fees, benefits, or expenses. The Consulting Term and Employee’s right to the Consulting Fee and Consulting Benefits as provided for in this Section 5 shall terminate only (a) upon the expiration of the Consulting Term pursuant to this Section 1 herein5, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMAC. During the Consulting Period, Executive shall make himself available for consulting services concerning PNMAC’s (or its successor’s) general operations if and as may be reasonably requested by PNMAC after taking into account Executive’s then full-time, non-PNMAC-related employment opportunities, provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Executive and PNMAC and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activities. The consulting services if Employee shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMAC. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer in monthly installments die during the entire Consulting PeriodTerm, with each monthly payment equal or (c) if Employee’s consulting arrangement is terminated by SBC for Cause during the Consulting Term. Employee’s right to one-twelfth of Executive’s median annual base salary the Consulting Fee and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive Consulting Benefits shall not be entitled to continue receiving monthly payments under this Section 7(h)limited or affected by any illness or disability of Employee, if heor on account of any accident or other event (except as provided herein) which either temporarily or permanently, directly or indirectlywholly or partially, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC (or in the event of a Transaction, of the surviving entity or parent). The Company shall provide Executive written notice if it contends Executive has breached any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breachprevent Employee from performing his consulting duties hereunder.

Consulting. Upon (i) expiration of the Term pursuant to Section 1 herein, (ii) termination of this Agreement pursuant to Section 7(d) herein, Executive shall serve as a consultant to PNMAC and PFSI (or in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date (the “Consulting Period”); provided, however, that if Executive remains employed with PNMAC following the expiration of the Term pursuant to Section 1 herein, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMAC. During the Consulting Period, Executive shall make himself available for consulting services concerning PNMACPFSI’s (or its successor’s) general operations if and as may be reasonably requested by PNMAC after taking into account Executive’s then full-time, non-PNMAC-related employment opportunities, PFSI provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Executive and PNMAC PFSI and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activities. The consulting services shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMACPFSI. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer consulting fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable in eighteen monthly installments of Fifty-Five Thousand Five Hundred Fifty-Five Dollars ($55,555) during the entire Consulting Period with a final payment of the remaining Five Hundred Thousand Dollars ($500,000) upon the completion of such Consulting Period, with each monthly payment equal to one-twelfth of Executive’s median annual base salary and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive shall not be entitled to continue receiving monthly payments under this Section 7(h), if he, directly or indirectly, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC PFSI (or in the event of a Transaction, of the surviving entity or parent). The Company PNMAC or PFSI shall provide Executive written notice if it contends Executive has breached any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breach.

Consulting. Upon (i) expiration of the Term pursuant to Section 1 herein, herein or (ii) termination of this Agreement pursuant to Section 7(d) herein, Executive shall serve as a consultant to PNMAC and PFSI (or in the event of a Transaction, to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date (the “Consulting Period”); provided, however, that if Executive remains employed with PNMAC or otherwise provide services as Non-Executive Chairman to PFSI following the expiration of the Term pursuant to Section 1 herein, then the Consulting Period shall commence on the first day after Executive ceases to be employed by PNMACPNMAC or otherwise provide services as Non-Executive Chairman to PFSI. During the Consulting Period, Executive shall make himself available for consulting services concerning PNMACPFSI’s (or its successor’s) general operations if and as may be reasonably requested by PNMAC after taking into account Executive’s then full-time, non-PNMAC-related employment opportunities, PFSI provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Executive and PNMAC PFSI and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activities. The consulting services shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMACPFSI. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer consulting fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable in eighteen monthly installments of Fifty-Five Thousand Five Hundred Fifty-Five Dollars ($55,555) during the entire Consulting Period with a final payment of the remaining Five Hundred Thousand Dollars ($500,000) upon the completion of such Consulting Period, with each monthly payment equal to one-twelfth of Executive’s median annual base salary and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive shall not be entitled to continue receiving monthly payments under this Section 7(h), if he, directly or indirectly, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC PFSI (or in the event of a Transaction, of the surviving entity or parent). The Company PNMAC or PFSI shall provide Executive written notice if it contends Executive has breached any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breach.

Consulting. Upon If (i) expiration without the prior written consent of the Term pursuant to Section 1 hereinExecutive the Executive's title, powers or duties within the Company have been substantially diminished, other than as a result of a Termination For Cause, or (ii) termination if an Influence Change Event (as defined in Section 8(a)(iv)) after or in connection with an Extraordinary Transaction (as defined in Section 8(a)(i), an Extraordinary Stock Event (as defined in Section (8(a)(v)), or a Material Asset Disposition (as defined in Section 4(k)), has taken place, then Executive may elect in writing to convert this Agreement into a consulting agreement. Under the terms of the consulting agreement, the Executive shall consult with respect to the assets and liabilities of the Company as they existed immediately before his election to convert this Agreement into a consulting agreement. Such consultation shall be at the reasonable times convenient to the Executive on no less than five business days' notice, the parties recognizing that the Executive during the consulting period likely will have substantial other business interests, including, without limitation, as a strategic partner at Charterhouse, and under a consulting agreement with Apartment Investment and Management Company. The terms, conditions and provisions of this Agreement pursuant (including all rights hereunder of the Executive as to compensation, bonus, advance payments and benefits) shall continue unabridged during the period of consulting, except that: (i) Section 7(d2(a) hereinshall be deleted and the remainder of Section 2 shall be modified by this Section 2(e) and (ii) references to salary (and Base Salary) in Section 4(a) and elsewhere in this Agreement shall be deemed to refer to a consulting fee (and Base Consulting Fee), Executive and such Base Consulting Fee shall serve as a consultant to PNMAC (or in the event of a Transaction, be paid to the surviving entity or parent) for an eighteen-month period commencing on the Termination Date (the “Consulting Period”); providedexecutive in twelve monthly installments, however, that if Executive remains employed with PNMAC following the expiration of the Term pursuant to Section 1 herein, then the Consulting Period shall commence payable on the first day after of each calendar month. The "Employment Period" shall be deemed to include the period during which the Executive ceases is obligated to be employed by PNMAC. During the Consulting Period, Executive shall make himself available for provide consulting services concerning PNMAC’s (hereunder and therefore, to the extent permitted by law, the conversion shall not be deemed a termination or its successor’s) general operations resignation for any purpose and, if and the law requires that the conversion be treated as may be reasonably requested by PNMAC after taking into account Executive’s a termination, then full-time, non-PNMAC-related employment opportunities, provided that (a) the consulting services shall be rendered at such location(s) as may be mutually agreed upon by Company must provide the Executive and PNMAC and (b) the nature of and time required for the consulting services do not interfere with Executive’s personal and professional activitiesbenefits equivalent to those he would have received had there been no termination. The consulting services shall be of an advisory nature and, in his role as a consultant, Executive shall have no power to bind PNMAC. In consideration for the consulting services described in this Section 7(h), PNMAC shall pay to Executive a retainer in monthly installments during the entire Consulting Period, with each monthly payment equal to one-twelfth of Executive’s median annual base salary and one-twelfth of Executive’s median annual incentive compensation, as calculated based on Executive’s annual base salary and target incentive compensation for the year in which the Termination Date occurs and his annual base salary and actual incentive compensation for the two preceding years; provided, however, that the consulting relationship shall automatically terminate, and Executive shall not be entitled obligated to continue receiving monthly payments under this Section 7(h), if he, directly consult for more than five days or indirectly, engages in, provides services to, works for, consults with, owns, invests in or operates, any business that competes with the business of PNMAC (or in the event portions of a Transaction, of the surviving entity or parent). The Company shall provide Executive written notice if it contends Executive has breached day in any provision in this Section 7(h), and Executive shall have thirty (30) days following receipt of such notice to cure any alleged breachcalendar month.