Common use of Compensation for Consulting Services Clause in Contracts

Compensation for Consulting Services. For the Consulting Services performed during the Consulting Period, and contingent upon Executive executing the Retirement Date Separation Agreement and General Release attached to this Agreement as Exhibit A within fifteen (15) days after the Retirement Date and not revoking it as may be permitted by the Retirement Date Separation Agreement and General Release or applicable law and executing the Consulting Period Separation Agreement and General Release attached to this Agreement as Exhibit B within fifteen (15) days after the end of the Consulting Period, a. the Company shall pay Executive as follows: i. forty-three thousand twenty-seven dollars and sixty-three cents ($43,027.63) per month in arrears, less applicable tax withholdings required by law, for each month during Year 1; ii. thirty thousand nine hundred eighty-three dollars and forty-seven cents ($30,983.47) per month in arrears, less applicable tax withholdings required by law, for each month during Year 2; and iii. twenty thousand seven hundred forty-five dollars and ninety-four cents ($20,745.94) per month in arrears, less applicable tax withholdings required by law, for each month during Year 3 (collectively, the “Consulting Fees”); and b. the Company shall provide Executive with a Company-leased automobile and associated automobile insurance and reimburse Executive for gas used for Company purposes. c. The Company shall reimburse Executive for all reasonable travel, lodging and other appropriate expenses, if any, incurred by him in the performance of the Consulting Services during the Consulting Period, in accordance with the expense reimbursement policies of the Company or its subsidiaries, divisions or affiliates as in effect from time-to-time; provided, however, that in all circumstances Executive shall document or substantiate such expenses to the reasonable satisfaction of the Company and all travel and lodging must be booked through the Company’s travel coordinator. During the Consulting Period, the Company will provide Executive with use of an office with a window at Company headquarters and access to administrative and other support for use in the performance of the Consulting Services. The Company intends that the administrative support shall be provided by Executive’s current secretary for so long as she remains a Company employee. This administrative and other support may be used by Executive only for work related to the business of the Company. d. Any payments made or benefits provided to Executive with respect to the Consulting Services shall not be taken into account for the purposes of determining any compensation or benefits under (i) any pension, retirement, life insurance or other benefit plan of the Company, or (ii) any other agreement or arrangement between the Company and Executive. e. The monthly payments identified in Section 4(a) shall be paid, if applicable, by no later than fifteen (15) days after the end of the month to which the payment relates.

Appears in 2 contracts

Samples: Retirement and Consulting Agreement, Retirement and Consulting Agreement (Superior Uniform Group Inc)

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Compensation for Consulting Services. For As compensation for the Consulting Services performed to be rendered by Contractor to Multifoods during the Consulting Period, Multifoods shall pay to Contractor: (i) for the First Six Months and contingent upon Executive executing the Retirement Date Separation Agreement and General Release attached to this Agreement as Exhibit A within fifteen (15) days after the Retirement Date and not revoking it as may be permitted by the Retirement Date Separation Agreement and General Release or applicable law and executing the Consulting Period Separation Agreement and General Release attached to this Agreement as Exhibit B within fifteen (15) days after the end Second Six Months of the Consulting Period, a. the Company shall pay Executive as follows: i. forty-three thousand twenty-seven dollars , an aggregate amount of One Hundred and sixty-three cents Thirty Thousand Dollars ($43,027.63130,000) per month in arrearsconsecutive quarterly installments of (a) $40,000 each, less applicable tax withholdings required by lawon the first day of May and August, 1997, (b) $30,000 on the first day of November, 1997, and (c) $30,000 on the first day of February, 1998; and (ii) for each month during Year 1; ii. thirty thousand nine hundred eighty-three dollars and forty-seven cents the Second Year, an aggregate amount of Eighty Thousand Dollars ($30,983.4780,000) per month in arrearsequal consecutive quarterly installments of $20,000 each, less on the first day of May, August and November, 1998, and on the first day of February, 1999. Multifoods will report the payment of compensation paid to Contractor for Consulting Services rendered by Contractor to Multifoods under this Agreement on Form No. 1099, or such other form as may be prescribed by applicable federal, state and local tax withholdings required by law, for each month authorities. If either Multifoods or Contractor should exercise its right to terminate the Consulting Period at any time during Year 2; and iii. twenty thousand seven hundred forty-five dollars and ninety-four cents ($20,745.94) per month the Consulting Period as provided in arrears, less applicable tax withholdings required by law, for each month during Year 3 (collectivelySection 1A of this Agreement, the “Consulting Fees”); and b. compensation due and payable to Contractor for such calendar quarter shall be prorated by the Company shall provide Executive with a Company-leased automobile and associated automobile insurance and reimburse Executive for gas used for Company purposes. c. The Company shall reimburse Executive for all reasonable travel, lodging and other appropriate expenses, if any, incurred by him number of days elapsed in the performance quarter to the effective date of the termination B. Travel Expenses of Contractor During Performance of Consulting Services. If Contractor is requested to travel by Multifoods to perform Consulting Services during the Consulting Period, in accordance Multifoods will reimburse Contractor on a basis that is consistent with the expense reimbursement policies of the Company or Multifoods' travel polices for its subsidiaries, divisions or affiliates as employees in effect from at such time-to-time; provided, however, that in all circumstances Executive shall document or substantiate such expenses to for the reasonable satisfaction of the Company and all travel and lodging must be booked through the Company’s travel coordinator. During the Consulting Periodrelated expenses, the Company will provide Executive reasonably incurred by Contractor solely and exclusively with use of an office with a window at Company headquarters and access respect to administrative and other support for use in the Contractor's performance of the Consulting ServicesServices requested by Multifoods during the Consulting Period. The Company intends that Contractor shall provide Multifoods with receipts and other evidence reasonably requested by Multifoods to substantiate any such travel and travel related expenses incurred by Contractor while on assignment for Multifoods as provided hereunder. All of the administrative support Contractor's travel and travel related expenses shall be provided by Executive’s current secretary for so long as she remains a Company employee. This administrative and other support may be used by Executive only for work related subject to the business approval of the Company. d. Any payments made or benefits provided to Executive with respect to the Consulting Services shall not be taken into account for the purposes of determining any compensation or benefits under (i) any pension, retirement, life insurance or other benefit plan Chairman of the CompanyBoard, President and Chief Executive Officer of Multifoods, or his designee. Multifoods shall reimburse Contractor for all such approved travel and travel related expenses submitted by Contractor, within thirty (ii) any other agreement or arrangement between the Company and Executive. e. The monthly payments identified in Section 4(a) shall be paid, if applicable, by no later than fifteen (1530) days after following the end date of the month to which the payment relates.Multifoods receipt of Contractors' invoice for such reimbursement and supporting documentation. C. Office Space,

Appears in 1 contract

Samples: Consulting Agreement (International Multifoods Corp)

Compensation for Consulting Services. For Subject to and conditioned upon (i) Executive’s continued compliance with the Consulting Services performed during Restrictive Covenants (as defined below) and (ii) Executive’s execution and delivery to the Consulting Period, and contingent upon Executive executing Company of an effective release of claims in substantially the Retirement Date Separation Agreement and General Release form attached to this Agreement hereto as Exhibit A (the “Release”) on or within fifteen (15) 53 days after following the Retirement Date Separation Date, and not revoking it as may be permitted by the Retirement Date Separation Agreement and General Release or applicable law and executing the Consulting Period Separation Agreement and General Release attached to this Agreement as Exhibit B within fifteen (15) days after the end non-revocation of the Consulting Period, a. Release during the Company shall pay Executive as followsseven day period following the date on which the Release is executed: i. forty-three thousand twenty-seven dollars and sixty-three cents ($43,027.63i) per month in arrears, less applicable tax withholdings required by law, for each month during Year 1; ii. thirty thousand nine hundred eighty-three dollars and forty-seven cents ($30,983.47) per month in arrears, less applicable tax withholdings required by law, for each month during Year 2; and iii. twenty thousand seven hundred forty-five dollars and ninety-four cents ($20,745.94) per month in arrears, less applicable tax withholdings required by law, for each month during Year 3 (collectively, the “Consulting Fees”); and b. the Company shall provide Executive with a Company-leased automobile and associated automobile insurance and reimburse Executive for gas used for Company purposes. c. The Company shall reimburse Executive for all reasonable travel, lodging and other appropriate expenses, if any, incurred by him in the performance of the Consulting Services during the Consulting Period, in accordance with the expense reimbursement policies of the Company or its subsidiaries, divisions or affiliates as in effect from time-to-time; provided, however, that in all circumstances Executive shall document or substantiate such expenses to the reasonable satisfaction of the Company and all travel and lodging must be booked through the Company’s travel coordinator. During the Consulting Period, the Company will provide shall pay Executive with use a fee (the “Consulting Fee”) of an office with a window at Company headquarters and access to administrative and other support $62,500 per month as consideration for use in the performance Services, pro-rated for any partial month of the Consulting Services. The Company intends that the administrative support monthly Consulting Fee shall be provided by Executive’s current secretary for so long as she remains a Company employee. This administrative and other support may be used by paid to Executive only for work related to in arrears within ten days following the business end of the Companycalendar month in which such monthly Consulting Fee was earned. d. Any payments made or benefits provided to Executive with respect to the Consulting Services shall not be taken into account for the purposes of determining any compensation or benefits under (i) any pension, retirement, life insurance or other benefit plan of the Company, or (ii) any other agreement or arrangement between In addition, the Company and Executive. e. The monthly payments identified in Section 4(a) shall be paidEquity Awards will continue to vest and, if applicable, by no later than fifteen become exercisable during the Consulting Period in accordance with their terms. (15iii) days after If Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall continue Executive’s coverage and directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the end of the three-month period following the Separation Date and (ii) the date that Executive and Executive’s covered dependents become eligible for coverage under another employer’s plans (the “Continuation Period”); provided, that as soon as administratively practicable following the date the Release becomes effective, the Company shall pay to which Executive a cash lump-sum payment equal to the monthly premiums that would have been paid on behalf of Executive had such payments commenced on the Separation Date. Notwithstanding the foregoing, the Company may elect at any time during the Continuation Period that, in lieu of paying or reimbursing the premiums, the Company shall instead provide Executive with a monthly cash payment relatesequal to the amount the Company would have otherwise paid pursuant to this Section 3(b)(iii), less applicable tax withholdings. The benefits provided in this subclause (iii) are referred to as the “COBRA Benefits”.

Appears in 1 contract

Samples: Transition and Consulting Agreement (Peloton Interactive, Inc.)

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Compensation for Consulting Services. For Subject to and conditioned upon (i) Executive’s continued compliance with the Consulting Services performed during Restrictive Covenants (as defined below) and as determined in the Consulting Periodreasonable and good faith discretion of the CFO Subcommittee of the Board of Directors of Informatica Inc. (“CFO Subcommittee”), whose current members are Xxxxx Xxxxxx (Chair), Xxxxx Xxxxxx, Xxxxxx Xxxxx, and contingent upon Executive executing Xxxx Xxxxxxx, and (ii) Executive’s execution and delivery to the Retirement Date Separation Company of an effective release of claims as required by Executive’s Change in Control and Severance Agreement and General Release effective October 7, 2021 in substantially the form attached to this Agreement hereto as Exhibit A within fifteen (15the “Release”) on or prior to January 25, 2023, i.e. twenty-one (21) days after the Retirement Date and not revoking it as may be permitted by the Retirement Date Separation Agreement and General Release or applicable law and executing the Consulting Period Separation Agreement and General Release attached to following delivery of this Agreement as Exhibit B within fifteen (15) days after to the end Executive, and the non-revocation of the Consulting Period, a. Release during the Company shall pay Executive as followsseven-day period following the date on which the Release is executed: i. forty-three thousand twenty-seven dollars and sixty-three cents ($43,027.63i) per month in arrears, less applicable tax withholdings required by law, for each month during Year 1; ii. thirty thousand nine hundred eighty-three dollars and forty-seven cents ($30,983.47) per month in arrears, less applicable tax withholdings required by law, for each month during Year 2; and iii. twenty thousand seven hundred forty-five dollars and ninety-four cents ($20,745.94) per month in arrears, less applicable tax withholdings required by law, for each month during Year 3 (collectively, the “Consulting Fees”); and b. the Company shall provide Executive with a Company-leased automobile and associated automobile insurance and reimburse Executive for gas used for Company purposes. c. The Company shall reimburse Executive for all reasonable travel, lodging and other appropriate expenses, if any, incurred by him in the performance of the Consulting Services during the Consulting Period, in accordance with the expense reimbursement policies of the Company or its subsidiaries, divisions or affiliates as in effect from time-to-time; provided, however, that in all circumstances Executive shall document or substantiate such expenses to the reasonable satisfaction of the Company and all travel and lodging must be booked through the Company’s travel coordinator. During the Consulting Period, the Company shall pay Executive a fee (the “Consulting Fee”) of $49,000.00 per month as consideration for the Services, pro-rated for any partial month of Services, and for which the Company will provide issue to Executive with use of an office with a window at Company headquarters and access to administrative and other support for use in the performance of the Form 1099-MISC reflecting all Consulting ServicesFees paid. The Company intends that the administrative support monthly Consulting Fee shall be provided by Executive’s current secretary for so long as she remains a Company employee. This administrative and other support may be used by Executive only for work related to the business of the Company. d. Any payments made or benefits provided paid to Executive with respect to the Consulting Services shall not be taken into account for the purposes of determining any compensation or benefits under (i) any pension, retirement, life insurance or other benefit plan of the Company, or (ii) any other agreement or arrangement between the Company and Executive. e. The monthly payments identified in Section 4(a) shall be paid, if applicable, by no later than fifteen (15) arrears within 15 days after following the end of the calendar month to in which the payment relatesmonthly Consulting Fee was earned. (ii) The Company shall pay Executive an additional one-time lump sum fee (the “Transition Success Fee”) in an amount equivalent to Executive’s fiscal year 2022 bonus target under the Company’s Corporate Bonus Program, adjusted by the bonus achievement percentage applied to all members of the Company’s Executive Committee as the bonus achievement percentage is determined by the Compensation Committee of the Board of Directors of Informatica Inc. (the “Compensation Committee”). For the avoidance of doubt and by way of clarification, the bonus achievement percentage is and will be the same for all members of the Company’s Executive Committee and Executive shall receive the identical bonus achievement percentage that all other Company Executive Committee members receive. If approved, the Transition Success Fee shall be paid to Executive no later than March 31, 2023. For avoidance of doubt, Executive acknowledges and agrees that, pursuant to Section 3 of the Employment Letter, because Executive will not be continuously employed with the Company on the date that fiscal year 2022 bonuses, if approved by the Compensation Committee, will be paid out, Executive did not earn and is not eligible for a fiscal year 2022 annual performance bonus. (iii) Except as otherwise provided in this Agreement, all Company Equity Awards including any related Distribution Equivalent Rights Bonus (“DERB payments”) will cease to vest as of the Separation Date. However, subject to approval by the Compensation Committee, Executive’s unvested Company Equity Awards (including any related DERB payments)—other than the Restricted Stock Units granted on December 13, 2022, which shall be terminated as of the Separation Date (the “Excluded Awards”)—will not terminate on the Separation Date and will vest as of December 1, 2023, to the extent that they would have vested if the Executive had remained an employee of the Company from the Separation Date until December 31, 2023 (the Company Equity Awards other than the Excluded Awards, the “Included Awards”) and except as provided in this Agreement, under the same terms and conditions as applied to other equity holders, provided that, Executive has performed all of his duties under this Agreement and not materially breached any of his obligations to the Company under this Agreement and all other policies and agreements in force during the period between the Separation Date and December 1, 2023 (the Vesting Acceleration”). All Included Awards vesting in accordance with this section, if deemed earned by the Compensation Committee, shall vest on December 1, 2023 and not any sooner. Any Included Awards that are Performance Stock Units (“PSU”), if deemed earned by the Compensation Committee pursuant to this section, will be eligible to vest in accordance with the same achievement percentage applied by the Compensation Committee to the other members of the Company’s Executive Committee. For the avoidance of doubt and by way of clarification, the PSU achievement percentage is and will be the same for all members of the Company’s Executive Committee and Executive shall receive the identical bonus achievement percentage that all other Company Executive Committee members receive. The Included Awards that are Restricted Stock Units and which vest in accordance with this section will terminate immediately upon their settlement by the Company, and the post-termination exercise period of the Included Awards that are stock options shall be extended until January 31, 2024. Notwithstanding the foregoing, in the event that the Company experiences a Change in Control (as defined in the Severance Agreement) after the three-month anniversary of Executive’s Separation Date and prior to December 1, 2023, the Vesting Acceleration will become effective and the Included Awards will terminate, both immediately prior to the closing date of the Change in Control. A schedule of Company Included and Excluded Awards subject to potential vesting or termination described in this section is attached hereto as Exhibit B (the “Vesting Schedule”).

Appears in 1 contract

Samples: Transition and Consulting Agreement (Informatica Inc.)

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