Common use of Consultation Payments Clause in Contracts

Consultation Payments. Following Employee’s “Retirement” (as defined below) from Employee’s employment with Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTY-FOUR and 46/100 Dollars ($8,334.46) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs (“Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with 's Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTY-FOUR One Thousand Three Hundred Two and 46/100 08/100 Dollars ($8,334.461,302.08) per month, beginning six not later than two (2) months and one week after Employee’s 's Retirement Date, for a period of ten (10) years following Employee’s 's Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“'s Consultation Services”), as provided herein; such sum to be payable to Employee whether or not Employee’s 's Consultation Services are have been utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s 's business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s 's services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s 's Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, to Employee's designated beneficiary or Employee's Estate shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTYOne Thousand One Hundred Ninety-FOUR Four and 46/100 58/100 Dollars ($8,334.461,194.58) per month, beginning six not later than two (2) months and one week after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”), as provided herein; such sum to be payable to Employee whether or not Employee’s Consultation Services are have been utilized in said month by Employer. Except as set forth below, Consultation Payments payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments Payment to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, shall be made to Employee’s designated beneficiary(ies) beneficiary or Employee’s estate Estate shall be made in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following Employee’s “Retirement” (as defined below) from Employee’s employment with Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT ONE THOUSAND THREE HUNDRED THIRTYTWENTY-FOUR EIGHT and 46/100 97/100 Dollars ($8,334.461,328.97) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs (“Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with 's Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTYOne Thousand One Hundred Ninety-FOUR Four and 46/100 76/100 Dollars ($8,334.461,194.76) per month, beginning six not later than two (2) months and one week after Employee’s 's Retirement Date, for a period of ten (10) years following Employee’s 's Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“'s Consultation Services”), as provided herein; such sum to be payable to Employee whether or not Employee’s 's Consultation Services are have been utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s 's business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s 's services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s 's Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, to Employee's designated beneficiary or Employee's Estate shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following Employee’s “Retirement” (as defined below) from Employee’s employment with Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of TWO THOUSAND EIGHT THOUSAND THREE HUNDRED THIRTYSEVENTY-FOUR FIVE and 46/100 00/100 Dollars ($8,334.462,875.00) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs (“Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Consultation Payments. Following Employee’s “Retirement” (as defined below) from Employee’s employment with Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT FOUR THOUSAND THREE HUNDRED THIRTYSIXTY-FOUR and 46/100 29/100 Dollars ($8,334.464,064.29) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs (“Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with 's Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTY-FOUR Six Hundred Twenty and 46/100 72/100 Dollars ($8,334.46620.72) per month, beginning six not later than two (2) months and one week after Employee’s 's Retirement Date, for a period of ten (10) years following Employee’s 's Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“'s Consultation Services”), as provided herein; such sum to be payable to Employee whether or not Employee’s 's Consultation Services are have been utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s 's business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s 's services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s 's Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, to Employee's designated beneficiary or Employee's Estate shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with 's Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTYNine Hundred Seventy-FOUR Four and 46/100 70/100 Dollars ($8,334.46974.70) per month, beginning six not later than two (2) months and one week after Employee’s 's Retirement Date, for a period of ten (10) years following Employee’s 's Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“'s Consultation Services”), as provided herein; such sum to be payable to Employee whether or not Employee’s 's Consultation Services are have been utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s 's business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s 's services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s 's Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, to Employee's designated beneficiary or Employee's Estate shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with 's Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTYSeven Hundred Seventy-FOUR Three and 46/100 39/100 Dollars ($8,334.46773.39) per month, beginning six not later than two (2) months and one week after Employee’s 's Retirement Date, for a period of ten (10) years following Employee’s 's Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“'s Consultation Services”), as provided herein; such sum to be payable to Employee whether or not Employee’s 's Consultation Services are have been utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s 's business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s 's services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s 's Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, to Employee's designated beneficiary or Employee's Estate shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following Employee’s “Retirement” (as defined below) from Employee’s employment with Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT SIX THOUSAND THREE SEVEN HUNDRED THIRTY-FOUR NINETEEN and 46/100 25/100 Dollars ($8,334.466,719.25) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs (“Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Consultation Payments. Following Employee’s “'s "Retirement” " (as defined below) from Employee’s 's employment with Employer on the Retirement Date (as defined below), Employer shall shall, subject to the terms and conditions of this Agreement, pay to Employee the sum of EIGHT THREE THOUSAND THREE TRHEE HUNDRED THIRTYSIXTY-FOUR TWO and 46/100 62/100 Dollars ($8,334.463,362.62) per month, beginning six months and one week after Employee’s 's Retirement for a period of ten (10) years following Employee’s 's Retirement or until Employee’s 's death, whichever first occurs (“"Consultation Payments”"). Such monthly payments shall be paid for and in consideration of Employee’s 's availability for and provision of support, sponsorship, advisory and other services provided to Employer (“"Consultation Services”"); such sum to be payable to Employee whether or not Employee’s 's Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s 's business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s 's services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Employee shall bear all other costs associated with Employee’s provision of services under this Agreement. Effective as of Employee’s 's Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s 's rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. In no event shall Employee, following Employee's Retirement, be eligible for, participate in, or otherwise benefit under any employee benefit plan or program sponsored by Employer as an active employee of Employer and by executing this Agreement Employee hereby waives any such eligibility, participation, or additional benefit accrual as an active Employee after the date of Employee's Retirement notwithstanding any benefit plan provision otherwise. The foregoing sentence notwithstanding, Employee shall be entitled, as a retiree, to vested retirement benefits and retiree medical benefits (if any) determined as of the Employee's Retirement, subject to the applicable terms and conditions of such benefit plans. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below1, then those payments shall terminate and future payments, if any, shall be made to Employee’s 's designated beneficiary(ies) or Employee’s 's estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Consultation Payments. Following Employee’s “'s "Retirement” " (as defined below) from Employee’s 's employment with Employer on the Retirement Date (as defined below), Employer shall shall, subject to the terms and conditions of this Agreement, pay to Employee the sum of EIGHT TWO THOUSAND THREE HUNDRED THIRTY-FOUR TEN and 46/100 00/100 Dollars ($8,334.462,310.00) per month, beginning six months and one week after Employee’s 's Retirement for a period of ten (10) years following Employee’s 's Retirement or until Employee’s 's death, whichever first occurs (“"Consultation Payments”"). Such monthly payments shall be paid for and in consideration of Employee’s 's availability for and provision of support, sponsorship, advisory and other services provided to Employer (“"Consultation Services”"); such sum to be payable to Employee whether or not Employee’s 's Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s 's business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s 's services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Employee shall bear all other costs associated with Employee’s provision of services under this Agreement. Effective as of Employee’s 's Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s 's rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. In no event shall Employee, following Employee's Retirement, be eligible for, participate in, or otherwise benefit under any employee benefit plan or program sponsored by Employer as an active employee of Employer and by executing this Agreement Employee hereby waives any such eligibility, participation, or additional benefit accrual as an active Employee after the date of Employee's Retirement notwithstanding any benefit plan provision otherwise. The foregoing sentence notwithstanding, Employee shall be entitled, as a retiree, to vested retirement benefits and retiree medical benefits (if any) determined as of the Employee's Retirement, subject to the applicable terms and conditions of such benefit plans. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below1, then those payments shall terminate and future payments, if any, shall be made to Employee’s 's designated beneficiary(ies) or Employee’s 's estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT ONE THOUSAND THREE HUNDRED THIRTYFIFTY-FOUR and 46/100 17/100 Dollars ($8,334.461,354.17) per monthmonth (“Consultation Payments”), beginning six not later than two (2) months and one week after Employee’s Retirement Date (except as provided in Paragraph 6 of this Agreement), for a period of ten (10) years following Employee’s Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”),” as defined below; such sum to be payable to Employee whether or not Employee’s Consultation Services are have been utilized in said month by Employer. Except as set forth below, Payments for Consultation Payments Services hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to EmployeePayments, Employee will provide Consultation Services support, sponsorship, and advisory services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledgeknowledge (“Consultation Services”). Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Employee’s Consultation Services, and that such payments shall be are subject to any and all applicable withholding, Social Security, employment, income and or other taxes or assessments, if any, under the applicable tax law, the then said payments shall be subject to the such required withholdingswithholdings or other taxes or assessments. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) beneficiary or Employee’s estate Estate shall be made in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following Employee’s “Retirement” (as defined below) from Employee’s employment with Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT ONE THOUSAND THREE NINE HUNDRED THIRTYSEVENTY-FOUR and 46/100 43/100 Dollars ($8,334.461,974.43) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs (“Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTY-FOUR Five Hundred, Twenty and 46/100 83/100 Dollars ($8,334.46520.83) per month, beginning six not later than two (2) months and one week after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”), as provided herein; such sum to be payable to Employee whether or not Employee’s Consultation Services are have been utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, shall be made to Employee’s designated beneficiary(ies) beneficiary or Employee’s estate Estate shall be made in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following In the event Employee retires from employment on Employee’s “Retirement” (as defined below) from Employee’s employment with 's Retirement Date, Employee shall be paid by Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THOUSAND THREE HUNDRED THIRTYFive Hundred Seventy-FOUR Two and 46/100 92/100 Dollars ($8,334.46572.92) per month, beginning six not later than two (2) months and one week after Employee’s 's Retirement Date, for a period of ten (10) years following Employee’s 's Retirement Date or until Employee’s death, whichever first occurs (“Consultation Payments”)occurs. Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“'s Consultation Services”), as provided herein; such sum to be payable to Employee whether or not Employee’s 's Consultation Services are have been utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s 's business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s 's services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s 's Retirement dateDate, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s his rights and privileges and his obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-said ten (10) year period during which Consultation Payments are being made period, payments under this Paragraph 1 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, to Employee's designated beneficiary or Employee's Estate shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 5 of this Agreement.

Consultation Payments. Following Employee’s “Retirement” (as defined below) from Employee’s employment with Employer on the Retirement Date (as defined below), Employer shall pay to Employee the sum of EIGHT THREE THOUSAND THREE SIX HUNDRED THIRTYTWENTY-FOUR and 46/100 Dollars ($8,334.463,624.46) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs (“Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation Services are utilized in said month by Employer. Except as set forth below, Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. For and in consideration of said monthly Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing, which willingness will not be unreasonably withheld. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder. Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that Employee’s rights and privileges and obligations are only as provided in this Agreement as to matters covered herein. Notwithstanding the foregoing, if Employer determines that the Consultation Payments are compensation for other than payments for Consultation Services, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Consultation Payments are being made under this Paragraph 1 or under Paragraph 3 below1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.