Common use of CONSULTANCY ENGAGEMENT Clause in Contracts

CONSULTANCY ENGAGEMENT. (A) Upon the occurrence of a Change of Control and provision of Notice of Termination by the Executive, the Company may elect to require Executive to provide consulting services for a six (6) month period commencing the date of such election. Such election shall be made by the Company's provision to Executive of written notice made no later than thirty (30) days after the receipt of any Notice of Termination by the Executive. (B) If such election is made, Executive agrees to accept such engagement, in accordance with the following terms and conditions: Executive shall be available to render such advisory and consultative services up to thirty five (35) hours per week, but no more than 120 hours in any calendar month during the Term. Such services will be performed during normal business hours, Monday through Friday, national and New York State holidays excepted, and subject to reasonable absences for vacation and personal reasons (with respect to any particular week). No more than ten (10) days away from the New York metropolitan area, including travel, shall be required in any calendar month. (C) As consideration for Executive's services hereunder, the Company shall pay Executive a Consulting Fee equal to 125% of the Base Salary in effect immediately before the Change of Control and 125% of Bonus Award for the prior fiscal year pro rated for the six month term and paid on a semi-monthly basis in accordance with regular payroll practices prior to the Change of Control. Such fee shall be paid without regard to the number of hours of services actually provided pursuant to the terms hereof if the Company does not request the Executive to provide the maximum number of hours. (D) The Company shall supply Executive with all materials which the Executive may reasonably require and shall reimburse Executive for any reasonable out-of-pocket expenses incurred in providing services, including, but not limited to, first class travel if services are required to be provided outside of New York State. (E) Executive shall be indemnified by the Company against reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of any action, suit, investigation or proceeding or similar legal activity, regardless of whether criminal, civil, administrative or investigative in nature, to which he is made a party by reason of his then providing or having provided services to the Company hereunder. (F) The Non-Competition period set forth in Section 4.3 hereof shall commence on the last date of employment of Executive (as specified in the Notice of Termination), regardless of whether the Company exercises its option hereunder.

CONSULTANCY ENGAGEMENT. (A) Upon the occurrence of a Change of Control and provision of Notice of Termination by the Executive, the Company may elect to require Executive to provide consulting services for a six (6) month period commencing the date of such election. Such election shall be made by the Company's provision to Executive of written notice made no later than thirty (30) days after the receipt of any Notice of Termination by the Executive. (B) If such election is made, Executive agrees to accept such engagement, in accordance with the following terms and conditions: Executive shall be available to render such advisory and consultative services up to thirty five (35) hours per week, but no more than 120 hours in any calendar month during the Term. Such services will be performed during normal business hours, Monday through Friday, national and New York State holidays excepted, and subject to reasonable absences for vacation and personal reasons (with respect to any particular week). No more than ten (10) days away from the New York metropolitan area, including travel, shall be required in any calendar month. (C) As consideration for the Executive's services hereunder, pursuant to this Agreement, the Company shall pay Executive a Consulting Fee equal to 125% of the Base Salary in effect immediately before the Change of Control and 125% of Bonus Award for the prior fiscal year pro rated for the six month term and paid on a semi-monthly basis in accordance with regular payroll practices prior to the Change of Control. Such fee shall be paid without regard to the number of hours of services actually provided pursuant to the terms hereof if the Company does not request the Executive to provide the maximum number of hours. (D) The Company shall supply Executive with all materials which the Executive may reasonably require and shall reimburse Executive for any reasonable out-of-pocket expenses incurred in providing services, including, but not limited to, first class travel if services are required to be provided outside of New York State. (E) Executive shall be indemnified by the Company against reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of any action, suit, investigation or proceeding or similar legal activity, regardless of whether criminal, civil, administrative or investigative in nature, to which he is made a party by reason of his then providing or having provided services to the Company hereunder. (F) The Non-Competition period set forth in Section 4.3 hereof shall commence on the last date of employment of Executive (as specified in the Notice of Termination), regardless of whether the Company exercises its option hereunder.

CONSULTANCY ENGAGEMENT. (A) Upon the occurrence of a Change of Control and provision of Notice of Termination by the Executive, the Company may elect to require Executive to provide consulting services for a six six- (6) month period commencing the date of such election. Such election shall be made by the Company's provision to Executive of written notice made no later than thirty (30) days after the receipt of any Notice of Termination by the Executive. (B) If such election is made, Executive agrees to accept such engagement, in accordance with the following terms and conditions: Executive shall be available to render such advisory and consultative services up to thirty five (35) hours per week, but no more than 120 hours in any calendar month during the Term. Such services will be performed during normal business hours, Monday through Friday, national and New York State holidays excepted, and subject to reasonable absences for vacation and personal reasons (with respect to any particular week). No more than ten (10) days away from the New York metropolitan area, including travel, shall be required in any calendar month. (C) As consideration for Executive's services hereunder, the Company shall pay Executive a Consulting Fee equal to 125% of the Base Salary in effect immediately before the Change of Control and 125% of Bonus Award for the prior fiscal year pro rated for the six month term and paid on a semi-monthly basis in accordance with regular payroll practices prior to the Change of Control. Such fee shall be paid without regard to the number of hours of services actually provided pursuant to the terms hereof if the Company does not request the Executive to provide the maximum number of hours. (D) The Company shall supply Executive with all materials which the Executive may reasonably require and shall reimburse Executive for any reasonable out-of-pocket expenses incurred in providing services, including, but not limited to, first class travel if services are required to be provided outside of New York State. (E) Executive shall be indemnified by the Company against reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of any action, suit, investigation or proceeding or similar legal activity, regardless of whether criminal, civil, administrative or investigative in nature, to which he is made a party by reason of his then providing or having provided services to the Company hereunder. (F) The Non-Competition period set forth in Section 4.3 hereof shall commence on the last date of employment of Executive (as specified in the Notice of Termination), regardless of whether the Company exercises its option hereunder.