Consulting and Cooperation. In connection with the Executive’s termination of employment, at the Company’s request, the Executive shall enter into an agreement with the Company under which, for a period of up to twenty-four (24) months following the Date of Termination, the Executive shall consult and cooperate with the Company and its representatives with respect to such matters, and for such compensation, as the parties may mutually agree.
Consulting and Cooperation. You agree to continue to conduct yourself in a professional manner and to cooperate in an orderly transition of your responsibilities from the date hereof until the Separation Date and that otherwise FVE and RMR may accelerate the Separation Date. After the Separation Date, FVE and/or RMR may request additional transitional services from you at a rate of $250 per hour, plus reimbursement of any approved out-of-pocket expenses. Any such services shall be deemed a consultancy and you shall perform such services as an independent contractor, assuming all applicable tax obligations. You acknowledge that as an independent contractor you will not be eligible for any benefits afforded employees of FVE. You further agree to cooperate with FVE and RMR, at reasonable times and places, with respect to all matters arising during or related to your continuing or past employment, including, without limitation, all formal or informal matters in connection with any government investigation, internal investigation, litigation, regulatory or other proceeding which may have arisen or which may arise. FVE or RMR will endeavor to minimize any disruption to your future employment obligations in scheduling interviews or calls. FVE or RMR will reimburse you for all reasonable out-of-pocket expenses, including any travel and accommodation expenses but excluding any lost time or opportunity. FVE or RMR will provide appropriate legal representation for you in a manner reasonably determined by FVE or RMR, and you remain free to retain your own attorney to represent your personal interests at your own expense.
Consulting and Cooperation. Employee agrees to make himself reasonably available to Employer as a consultant during the period commencing April 11, 2003 and ending June 10, 2003 to consult with Employer at no additional cost to Employer. Employee also agrees to cooperate with Employer relating to any matters as to which he was involved while employed by Employer, including any litigation or administrative actions.
Consulting and Cooperation. Following the Separation Date, Xxxxx agrees to engage you in a consulting capacity, and you agree to serve Xxxxx in a consulting capacity, for the twenty-four month period commencing on the Separation Date and ending on December 31, 2010 (the “Consulting Period”). During the Consulting Period, you agree to consult, cooperate with and advise the officers of Xxxxx or the Board of Directors of Xxxxx (the “Board”) as and when requested by any of them upon reasonable notice, with respect to matters involving the business and affairs of the Company. It is agreed and understood that your status while performing services hereunder will for all purposes be that of an independent contractor and not that of an employee of Xxxxx. You and Xxxxx agree that your consulting services during the Consulting Period are not reasonably anticipated to exceed 20% of the average level of services performed by you for the Company during the 36-month period immediately preceding your Separation Date as determined under Treasury Regulation §1.409A- 1(h)(1)(ii) as promulgated under Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, notices and regulations thereunder (collectively, the “Code”). Xxxxx shall provide you with the necessary resources to perform any consulting services requested by Xxxxx. You acknowledge that you are responsible for payment of your estimated federal income taxes, employment taxes, social security taxes and any other taxes that may accrue under law by reason of the compensation for your services to be provided as a consultant hereunder. You further acknowledge that after the Separation Date you are not entitled nor eligible to participate in any employee benefit plans of the Company except as specifically provided in the Attachment.
Consulting and Cooperation. The Employee agrees to enter into and perform his obligations under the Consulting Agreement.
Consulting and Cooperation. After the Retirement Date and until December 31, 2024, RMR may request additional transitional services from you at a rate of $250 per hour, plus reimbursement of any approved out-of-pocket expenses. Any such services shall be deemed a consultancy and you shall perform such services as an independent contractor, assuming all applicable tax obligations. You acknowledge that as an independent contractor you will not be eligible for any benefits afforded employees of RMR. Without limitation as to time, you agree to cooperate with RMR and any RMR Company, at reasonable, mutually agreed-upon times and places, with respect to all matters arising during or related to your continuing or past employment, including but not limited to all formal or informal matters in connection with any government investigation, internal investigation, litigation, regulatory or other proceeding which may have arisen or which may arise. RMR or such RMR Company will reimburse you for all reasonable out-of-pocket expenses (not including lost time or opportunity). RMR or such RMR Company will provide appropriate legal representation for you in a manner reasonably determined by RMR or such RMR Company.
Consulting and Cooperation. Executive agrees that he shall, to the extent reasonably requested in writing, (i) during the Severance Period, provide any additional cooperation, assistance, and/or training reasonably requested by the Company to assist in the transition of his work and responsibilities, as and to the extent determined in the Company’s sole discretion; and (ii) cooperate with the Company in any pending or future litigation in which the Company is a party, and regarding which Executive, by virtue of Executive’s employment with the Company, has factual knowledge or information relevant to said litigation. Executive further agrees that in any such litigation, Executive shall, without the necessity for subpoena, provide, in any jurisdiction in which the Company requests, truthful testimony relevant to said litigation. The Company will reimburse Executive for any reasonable, out-of-pocket expenses associated with providing such consulting services and/or cooperation.
Consulting and Cooperation. Following the Termination Date, Employee agrees to provide consulting services to Employer as reasonably requested by the Chief Executive Officer of Employer from time to time; provided that Employee and Employer agree that in no event will Employer require, nor will Employee perform, a level of services following the Termination Date that would result in Employee not having a “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) from Employer and its affiliates on the Termination Date. These services may include actively assisting with the preparation of Employer’s Form 10-Q, Form 10-K, 2017 proxy statement, and other reporting obligations under the Securities Exchange Act of 1934 for Employer’s current fiscal year, performing any transition and integration services related to Employer’s business and cooperating with Employer regarding any litigation initiated involving matters of which Employee has particular knowledge; provided however, such services will not extend beyond the scope or type of services that Employee provided to Employer up to the Termination Date and shall not include any work on any merger and acquisition activities (the “Consulting Services”). The Consulting Services will be performed at such times as are reasonably requested by Employer after reasonable consultation with Employee, and with as minimum amount of travel as possible. Employer and Employee agree that Employee shall not be required to perform any Consulting Services after January 31, 2017 (the “Consulting Termination Date”) and that Employee shall not be required to work more than 50 hours in any month prior to the Consulting Termination Date (with the expectation being that Employee’s actual hours each month will on average be less than 50 hours). Employee will be reimbursed for all reasonable expenses associated with the performance of the Consulting Services, but shall not be entitled to any separate consulting fee or other remuneration for the performance of the Consulting Services, as the parties agree that the consideration provided for under this Agreement is adequate compensation for the Consulting Services.
Consulting and Cooperation. During the period commencing on May 1, 1997 and continuing for a period of six months thereafter, Mr. Xxxxxxx xxxll, if requested by the Company from time to time, consult and cooperate with the Company and its representatives and otherwise assist the Company with regard to governmental affairs; provided, however, that the Company shall take reasonable measures to ensure that such obligations of Mr. Xxxxxxx xx not interfere with any employment opportunities or responsibilities of Mr. Xxxxxxx xxxing such period. As full compensation for the services to be provided by Mr. Xxxxxxx xxxsuant to this Section 4, Mr. Xxxxxxx xxxll, subject to the other provisions of this Section 4, be entitled to receive (i) six consecutive monthly payments of $16,667 each, payable on the first business day of each month, commencing in May, 1997 (except that the payment for May 1997 may be made not later than May 15, 1997), and (ii) reimbursement for any reasonable out-of-pocket expenses incurred by Mr. Xxxxxxx xx the request of the Company in performing his obligations under this Section 4. In the performance of services pursuant to this Section 4, Mr. Xxxxxxx xxxll be serving as independent contractor to the Company and not as its employee. Accordingly, the Company shall not withhold any payments for taxes from Mr. Xxxxxxx'x xxxsulting fee; instead, Mr. Xxxxxxx xxxll be responsible for all applicable taxes in respect of such income. Mr. Xxxxxxx xxxll not be empowered to execute any agreement on behalf of the Company or otherwise bind the Company. The Company shall have the right, but not the obligation, to terminate, at any time upon notice to Mr. Xxxxxxx, xxe consulting arrangement set forth in this Section 4 if at any time during the six-month consulting period Mr. Xxxxxxx (0) engages in any activity that would result in the forfeiture of the 1997 Vesting Options pursuant to Section 3 hereof, or (2) becomes an employee, consultant, advisor or director of or to any company, whether private or public, engaged in the proprietary education business (including any of the companies identified on Schedules 3(a), (b) or (c) to this Agreement). Mr. Xxxxxxx xxxll give notice to the Company within three days following his first engaging in any such actions that would give the Company the right to terminate the consulting arrangement as provided in the preceding sentence. Upon termination of the consulting arrangement, the Company shall be released from the obligation to make any further ...
Consulting and Cooperation. Prior to and after the Effective Date, Badner and the Company will cooperate with each other in regard to the Xxxxxxy's American Stock Exchange listing and to develop the business of the Company and enhance the value of the Company. In consideration of such cooperation, IAJ shall transfer or cause to be transferred to Badner two million (2,000,000) shares of the Company's common stock witxxx xxur months after the Effective Date in accordance with applicable securities laws. The Company shall file or cause to be filed a registration statement covering said shares as promptly as possible, but no later than 45 days of the transfer date. The Company shall use its best efforts to ensure that the registration statement is declared effective by the SEC and that said shares are listed by AMEX. Badner shall be responsible for the costs associated with having Oscar xxxxXxardia prepare such filing and subsequent efforts to ensure xxxx xxx xxxxxxxxtion statement is declared effective by the SEC.
