Common use of Consulting Arrangement Clause in Contracts

Consulting Arrangement. (a) The Company hereby retains Xx. Xxxxx effective as of the Retirement Date to render such consulting and advisory services (the “Consulting Services”) as the Company may reasonably request from time to time during the Consulting Period. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions set forth in this Agreement. Xx. Xxxxx shall perform the Consulting Services at such times and places as an officer designated by the Company or the Board of Directors of the Company shall from time to time reasonably request. (b) As compensation for the Consulting Services, Xx. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below during the Consulting Period for Consulting Services (the “Consulting Fee”), which shall be paid in accordance with the customary payroll practices of the Company. During the initial nine month period, Xx. Xxxxx shall be paid such Consulting Fee regardless of the Company’s early termination of this Agreement, unless such termination is due to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends prior to the end of such calendar month shall be prorated based on the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained as a consultant hereunder to the number of days in such calendar month. (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipment, and (ii) expenses incurred by Xx. Xxxxx in rendering the Consulting Services during the Consulting Period, which shall include without limitation travel, lodging, meals, and car rentals or taxi fares when out of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xx. Xxxxx in rendering the Consulting Services. (d) Notwithstanding anything in this Agreement to the contrary, Xx. Xxxxx shall be an independent contractor in performing the Consulting Services, with authority to select the means and method of performing the Consulting Services. Xx. Xxxxx shall not be an employee or agent of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company and Xx. Xxxxx (i) may be terminated prior to the expiration of the Consulting Period by either party for any reason or no reason at all; (ii) shall terminate automatically upon the death of Xx. Xxxxx; and (iii) shall terminate automatically at the expiration of the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by a written notice given to the other party in accordance with Section 19, which notice shall specify the termination date (which date shall not be less than 15 days after such notice is given). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination of the consulting arrangement shall not affect the duties and obligations set forth in the other sections of this Agreement.

Consulting Arrangement. (a) The Company hereby retains Xx. Xxxxx effective as Subject to the Officer’s execution and nonrevocation of the Retirement Supplemental Release, from the Separation Date to render such consulting and advisory services through the one year anniversary thereof (the “Consulting ServicesPeriod”) , which shall end on such earlier date as the Company may reasonably request from time to time during the Consulting Period. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions set forth in this Agreement. Xx. Xxxxx shall perform the Consulting Services at such times and places as an officer designated Officer dies, becomes disabled, or is terminated by the Company or the Board of Directors of for Cause (as defined below)), the Company and Officer agree that Officer shall from time to time reasonably request. (b) As compensation for the Consulting Services, Xx. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below during the Consulting Period for Consulting Services (the “Consulting Fee”), which shall be paid in accordance with the customary payroll practices of the Company. During the initial nine month period, Xx. Xxxxx shall be paid such Consulting Fee regardless of the Company’s early termination of this Agreement, unless such termination is due to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends prior to the end of such calendar month shall be prorated based on the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained serve as a consultant hereunder to the number of days in such calendar month. Company providing the Services (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipment, and (ii) expenses incurred by Xx. Xxxxx in rendering the Consulting Services during the Consulting Period, which shall include without limitation travel, lodging, meals, and car rentals or taxi fares when out of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xx. Xxxxx in rendering the Consulting Services. (d) Notwithstanding anything in this Agreement to the contrary, Xx. Xxxxx shall be an independent contractor in performing the Consulting Services, with authority to select the means and method of performing the Consulting Services. Xx. Xxxxx shall not be an employee or agent of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company and Xx. Xxxxx (i) may be terminated prior to the expiration of the Consulting Period by either party for any reason or no reason at all; (ii) shall terminate automatically upon the death of Xx. Xxxxx; and (iii) shall terminate automatically at the expiration of the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by a written notice given to the other party in accordance with Section 19, which notice shall specify the termination date (which date shall not be less than 15 days after such notice is givendefined below). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting arrangement fee of $10,000 per month, payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer from time to time (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months of the Consulting Period, and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As such, the Officer shall not affect participate as an active employee in any employee benefit plan of the duties Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and obligations set forth in no income or other taxes shall be withheld from the other sections of amounts paid to the Officer pursuant to this AgreementSection 3.

Consulting Arrangement. (a) The Employee will serve as an outside consultant providing legal advice to the Company hereby retains Xx. Xxxxx effective as of and its affiliates for a three-month period commencing on the Retirement Date Termination Date, subject to render such consulting additional three-month extensions mutually agreed upon by Employee and advisory services the Company in writing (the “Consulting ServicesPeriod”) as the Company may reasonably request from time to time during the Consulting Period). Xx. Xxxxx hereby accepts Employee shall provide such engagement and agrees to perform Consulting Services upon the terms and conditions set forth in this Agreement. Xx. Xxxxx shall perform the Consulting Services at such times and places as an officer designated by the Company or the Board of Directors of the Company shall from time to time reasonably request. (b) As compensation for the Consulting Services, Xx. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below consulting services during the Consulting Period as may be requested by the Company from time to time. The Consulting Period may be terminated by either Employee or the Company at any time for Consulting Services any or no reason. The Company will pay Employee a monthly consulting fee of $25,000 (the “Consulting Fee”), which shall will be paid prorated for any partial month in accordance with which services are rendered, payable no later than ten (10) days following the customary payroll practices end of the Company. During the initial nine month period, Xx. Xxxxx shall be paid with respect to which such Consulting Fee regardless of relates; provided, that if the Company’s early termination of this Agreement, unless such termination is due to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends prior to the end of such calendar month shall be prorated based on the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained as a consultant hereunder to the number of days in such calendar month. (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of the Consulting Fee during Company terminates the Consulting Period for the purposes of (i) the use of office space and office equipment, and (ii) expenses incurred by Xx. Xxxxx in rendering the Consulting Services during the Consulting Period, which shall include without limitation travel, lodging, meals, and car rentals or taxi fares when out of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xx. Xxxxx in rendering the Consulting Services. (d) Notwithstanding anything in this Agreement to the contrary, Xx. Xxxxx shall be an independent contractor in performing the Consulting Services, with authority to select the means and method of performing the Consulting Services. Xx. Xxxxx shall not be an employee or agent of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company and Xx. Xxxxx (i) may be terminated reason prior to the expiration of the then-current Consulting Period, the remaining unpaid Consulting Fees for such Consulting Period by either party shall be paid no later than twenty (20) days following such termination. Employee will be responsible for any reason or no reason at all; (ii) shall terminate automatically upon the death payment of Xxall taxes relating to the Consulting Fee and the Consulting Fee will not be subject to withholding for taxes. Xxxxx; and (iii) shall terminate automatically at the expiration In respect of the Consulting PeriodFee, the Company will not make any social security, workers compensation, or unemployment insurance payments on your behalf. Termination of the consulting arrangement by either party shall be evidenced by a written notice given to the other party The Company will reimburse Employee in accordance with Section 19Company policies for actual and reasonable out-of- pocket business expenses incurred in performing the consulting services during the Consulting Period with such reimbursement not to exceed $1,500 during the then-current Consulting Period, which notice shall specify the termination date be paid within thirty (which date shall not be less than 15 30) days after such notice is given). Upon a termination of the consulting arrangement, neither receipt of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination of the consulting arrangement shall not affect the duties and obligations set forth in the other sections of this Agreementan invoice.

Consulting Arrangement. (a) The Company hereby retains XxAs provided in your current employment agreement, you will serve as a consultant to AAR, working directly with the Chief Executive Officer of AAR, for the period June 1, 2018 through May 31, 2019. Xxxxx effective as This consulting arrangement may be renewed each year by mutual agreement of the Retirement Date to render such consulting and advisory services (the “Consulting Services”) as the Company may reasonably request from time to time during the Consulting Period. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions set forth in this Agreement. Xx. Xxxxx shall perform the Consulting Services at such times and places as an officer designated by the Company or the Board of Directors of the Company shall from time to time reasonably requestparties. (b) As compensation for the Consulting Services, Xx. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below You will make yourself available during the Consulting Period for Consulting Services (the “Consulting Fee”)consulting period to provide consulting services to AAR, which shall be paid will include: advising and mentoring AAR’s new Chief Executive Officer; advising and assisting AAR in accordance the development and implementation of its business strategy and capital allocation plans; representing AAR to customers, suppliers, and industry partners; and such other services as reasonably requested by the Board of Directors and consistent with the customary payroll practices your other commitments. (c) AAR will pay you an annual cash retainer of the Company$475,000, payable in equal monthly installments in arrears, for your consulting services. During the initial nine month period, Xx. Xxxxx shall be paid such Consulting Fee regardless of the Company’s early termination of this Agreement, unless such termination is due to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends If your consulting services terminate prior to the end of such calendar month the consulting period, all future payment shall be prorated based on the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained as a consultant hereunder to the number of days in such calendar month. (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipment, and (ii) expenses incurred by Xx. Xxxxx in rendering the Consulting Services during the Consulting Period, which shall include without limitation travel, lodging, meals, and car rentals or taxi fares when out of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xx. Xxxxx in rendering the Consulting Servicesstop. (d) Notwithstanding anything AAR and you will cooperate to ensure that a “separation from service,” as described in this Agreement the regulations under Section 409A of the Internal Revenue Code, is deemed to have occurred on May 31, 2018 such that your ongoing services to the contrary, Xx. Xxxxx shall Company will be an independent contractor in performing the Consulting Services, with authority reduced to select the means and method of performing the Consulting Services. Xx. Xxxxx shall not be an employee or agent no more than 20% of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or any other agreement between average level of services you performed for the Company and Xxover the immediately preceding thirty-six (36) month period. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. XxxxxTo that end, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name it is anticipated that during each year of the Companyconsulting period you will not provide more than an aggregate of 400 hours of consulting services to AAR. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company AAR will reimburse approved travel and Xx. Xxxxx (i) may be terminated prior to the expiration of the Consulting Period by either party for any reason or no reason at all; (ii) shall terminate automatically upon the death of Xx. Xxxxx; and (iii) shall terminate automatically at the expiration of the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by a written notice given to the other party related business expenses in accordance with Section 19AAR’s corporate reimbursement policy during the consulting period. (f) As a consultant, which notice shall specify the termination date (which date shall you will be an independent contractor and not an employee of AAR and you may perform your services from any location you determine to be appropriate. You will not be less entitled to active participation in or receive benefits under any AAR benefit plans, policies or programs maintained for employees, including pension, profit sharing, stock-based, vacation or fringe benefit program, other than 15 days after such notice is given). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination of the consulting arrangement shall not affect the duties and obligations as set forth in the other sections letter agreement dated the date hereof pertaining to your voluntary retirement as an employee of this AgreementAAR. Your service as a consultant will not be included in determining service for any reason under such plans, policies or programs. (g) AAR will furnish you with an IRS Form 1099 in accordance with applicable law.

Consulting Arrangement. (a) The Company hereby retains Xx. Xxxxx effective as of the Retirement Date Subject to render such consulting and advisory services (the “Consulting Services”) as the Company may reasonably request from time to time during the Consulting Period. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions set forth provisions of this Agreement, Consultant agrees to make herself available to the Company on an as-needed basis as an independent consultant for a six-month period commencing on the Termination Date and ending on the six month anniversary of such Termination Date, subject to extension by mutual agreement (“Consulting Period”). Both parties agree to work diligently and in good faith to make certain the consultant assignments are completed in a timely and professional manner. a. In consideration for the consulting services described in this Agreement. Xx. Xxxxx shall perform the Consulting Services at such times and places as an officer designated by the Company or the Board of Directors of the Company shall from time to time reasonably request. (b) As compensation for the Consulting ServicesParagraph, Xx. Xxxxx Consultant shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below during the Consulting Period for Consulting Services the amount of $29,166 per month with the first payment commencing on the last day of the month in which the Termination Date occurs and each subsequent monthly payment paid on the last day of each month thereafter, provided Consultant fulfills all assigned duties and complies with the terms of this Agreement. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Consulting FeeCode”), which each such monthly payment shall be paid in accordance considered a separate payment. Payments for less than a month will be pro rated. b. Consultant shall be reimbursed for all necessary and ordinary expenses incurred by Consultant which are directly associated with the customary payroll practices of the Company. During the initial nine month periodconsulting services rendered hereunder, Xx. Xxxxx subject to such limitations as shall be paid such Consulting Fee regardless of the Company’s early termination of this Agreement, unless such termination is due to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends prior to the end imposed by and submission of such calendar month shall vouchers, receipts or other evidence as may be prorated based on required by the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained as a consultant hereunder Company from time to the number of days in such calendar monthtime. (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of c. Consultant is engaged by the Consulting Fee during the Consulting Period Company only for the purposes of, and to the extent set forth, in this Paragraph, and the relationship of Consultant with the Company under this Paragraph shall be that of an independent contractor. Consultant agrees to devote sufficient time, effort, resources, ability, skill and attention as may be necessary for Consultant to perform the services required to be provided to the Company under this consulting arrangement. Consultant further warrants that her consulting services under this Paragraph shall be performed in a good, workmanlike, professional and ethical manner. Consultant is to set her own hours of work to the extent feasible and consistent with the mutual pledge in this Paragraph to work with potential conflicting demands on Consultant’s time and still perform the work in a timely and professional manner. Consultant shall be available on an as-needed basis, upon reasonable notice and at reasonable times as requested by the Chief Executive Bear of the Company to assist with transition issues and such other areas of executive-level consulting as the Chief Executive Bear may determine appropriate from time to time. d. The Company may terminate the consulting arrangement provided hereunder effective immediately upon written notice to Consultant if she (i) the use fails to perform her duties and obligations hereunder after at least 30 days’ advance written notice of office space performance deficiency(ies) and office equipment, and (ii) expenses incurred by Xx. Xxxxx in rendering the Consulting Services during the Consulting Period, which shall include without limitation travel, lodging, meals, and car rentals or taxi fares when out of town, long distance telephone calls an opportunity to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xx. Xxxxx in rendering the Consulting Services. (d) Notwithstanding anything in this Agreement to the contrary, Xx. Xxxxx shall be an independent contractor in performing the Consulting Services, with authority to select the means and method of performing the Consulting Services. Xx. Xxxxx shall not be an employee or agent of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company and Xx. Xxxxx (i) may be terminated prior to the expiration of the Consulting Period by either party for any reason or no reason at allcorrect them; (ii) shall terminate automatically upon breaches any of the death terms or conditions of Xx. Xxxxxthis Agreement after at least 30 days’ advance written notice of breach(es) and an opportunity to cure; and or (iii) shall terminate automatically at commits any acts constituting willful fraud or dishonesty against the expiration of Company or willful conduct which significantly impairs the Consulting Period. Termination of reputation of, or hxxxx, the consulting arrangement by either party shall be evidenced by a written notice given to the other party in accordance with Section 19, which notice shall specify the termination date (which date shall not be less than 15 days after such notice is given). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination of the consulting arrangement shall not affect the duties and obligations set forth in the other sections of this AgreementCompany.

Consulting Arrangement. (a) The Company hereby retains Xx. Xxxxx effective as Notwithstanding anything to the contrary in this Agreement, beginning on the second anniversary of the Retirement Date Effective Date, Executive shall have the option, exercisable upon not less than sixty (60) days prior written notice to render such consulting Employer, to resign as an executive vice president of Bank and advisory services (as President of the “Consulting Services”) as Peoples Bank Division, and to become a consultant to NPB and Bank. If Executive exercises the Company may reasonably request from time to time during the Consulting Period. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions option set forth in this AgreementSection 27: (a) Executive shall become an independent contractor of NPB and Bank; (b) Executive's primary responsibilities shall be to actively participate in a transition process and to work closely with his named successor, and to actively participate with client and referral source retention. Xx. Xxxxx shall perform the Consulting Services Executive agrees to spend at least twenty four hours per week performing these services for NPB and Bank, at such times and places as an officer designated shall be determined by the Company or the Board of Directors of the Company shall from time to time reasonably request.Executive; (bc) As compensation for the Consulting Services, Xx. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below during the Consulting Period for Consulting Services (the “Consulting Fee”services to be provided by Executive pursuant to subsection 27(b), which NPB or Bank shall be paid pay Executive seventy percent (70%) of Executive's base salary as then in accordance with the customary payroll practices of the Company. During the initial nine month period, Xx. Xxxxx shall be paid such Consulting Fee regardless of the Company’s early termination effect pursuant to Section 4 of this Agreement, unless such termination is due . Executive shall provide his own health and other insurances. Executive shall not be entitled to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends prior to the end of such calendar month shall be prorated based on the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained as a consultant hereunder to the number of days in such calendar month. (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipmentparticipate, and (ii) expenses incurred by Xx. Xxxxx shall not participate, in rendering the Consulting Services during the Consulting Periodany employee benefit or welfare plan providing benefits to NPB or Bank employees, which shall include without limitation travel, lodging, meals, and car rentals whether presently in force or taxi fares when out of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xx. Xxxxx in rendering the Consulting Services.hereafter adopted; (d) Notwithstanding anything in this Agreement to the contrary, Xx. Xxxxx The term of Executive's engagement as a consultant shall be an independent contractor for one year from the date specified in performing the Consulting Servicesnotice of exercise of the option as the "effective date" of the consulting arrangement, with authority to select the means and method of performing the Consulting Services. Xx. Xxxxx which date shall not be an employee or agent earlier than sixty days after the date of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the Company.notice; (e) Notwithstanding anything in The provisions of Sections 2 through 13 of this Agreement shall automatically terminate and be of no further force and effect; (f) Executive shall resign as a director of Bank and as a member of the Peoples Bank Board (as defined in the Merger Agreement), provided, however, that Bank may request Executive to remain on the contraryPeoples Bank Board as it then presently exists as an advisory director; and (g) At Executive's option, Executive may elect to extend the term of this consulting arrangement created for an additional twelve (12) months by this Section 3 between the Company providing written notice to NPB and Xx. Xxxxx Bank not less than sixty (i60) may be terminated days prior to the expiration of the Consulting Period consulting term specified in subsection 27(d). In such event, Executive's consulting arrangement shall be on the same terms and conditions as the first consulting year, except that: (i) Executive shall perform such services as shall be requested by either party for any reason or no reason Executive's named successor, at allsuch times as shall be reasonably requested by such named successor; and (ii) As compensation for the services to be provided by Executive pursuant to subsection 27(g)(i), NPB or Bank shall terminate automatically upon the death pay Executive thirty five percent (35%) of Xx. Xxxxx; and (iii) shall terminate automatically at the expiration of the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by a written notice given Executive's base salary as was last in effect pursuant to the other party in accordance with Section 19, which notice shall specify the termination date (which date shall not be less than 15 days after such notice is given). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination of the consulting arrangement shall not affect the duties and obligations set forth in the other sections 4 of this Agreement.

Consulting Arrangement. From the Termination Date through (ai) The May 15, 2009 or (ii) such earlier time as the consulting services arrangement is terminated by (x) Executive or (y) the Company hereby retains Xx. Xxxxx effective as due to its reasonable dissatisfaction with the quality of or timeliness of Executive’s services, which deficiencies Executive has failed to cure within twenty (20) days following his receipt of written notice from the Retirement Date to render Company specifying such consulting and advisory services deficiencies (the “Consulting ServicesPeriod”), Executive shall provide consulting services to the Company, its subsidiaries and affiliates in connection with the evaluation of potential sales, mergers, acquisitions, or pharmaceutical partnerships, and the actual or potential parties to such sales, mergers or acquisitions. Executive shall report to the Company’s Chief Executive Officer (“CEO”) or such other person as the Company may reasonably request CEO shall direct from time to time during the Consulting Period. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions set forth in this Agreement. Xx. Xxxxx Consultant shall perform the Consulting Services at such times and places as an officer designated by the Company or the Board provide approximately forty (40) hours per month of Directors of the Company shall from time to time reasonably request. (b) As compensation for the Consulting Services, Xx. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below during the Consulting Period for Consulting Services (the “Consulting Fee”), which shall be paid in accordance with the customary payroll practices of the Company. During the initial nine month period, Xx. Xxxxx shall be paid such Consulting Fee regardless of the Company’s early termination of this Agreement, unless such termination is due to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends prior to the end of such calendar month shall be prorated based on the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained as a consultant hereunder to the number of days in such calendar month. (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipment, and (ii) expenses incurred by Xx. Xxxxx in rendering the Consulting Services services during the Consulting Period, which but shall include without limitation otherwise be free to engage in other employment, business or consulting activities that do not create a conflict of interest with his consulting services for the Company or violate his obligations under Articles 10, 11, 13 and 14 of the Employment Agreement. The Company shall provide Executive with reasonable advance notice of requested consulting services and the parties shall reasonably cooperate regarding the timing of Executive’s performance of such services, to meet the Company’s business needs and avoid undue conflict with other employment or business activities of Executive. Any consulting services in excess of forty (40) hours per month, and any consulting services requiring travel by Executive, shall be subject to the mutual agreement of Executive and the Company. In exchange for his consulting services, the Company shall pay to Executive a monthly fee of $6,000 for up to forty (40) hours of services, and shall be paid an additional $150 per hour after forty (40) hours in any month (the “Consulting Fees”). The Company shall reimburse Consultant for travel, lodging, meals, food and car rentals or taxi fares when out lodging expenses reasonably incurred in the performance of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xxhis consulting services. Xxxxx in rendering the Consulting Services. (d) Notwithstanding anything in this Agreement to the contrary, Xx. Xxxxx Executive shall be an independent contractor in performing during the consulting period and understands and agrees that he shall be responsible for the payment of all taxes on the Consulting Services, with authority to select the means and method of performing the Consulting Services. Xx. Xxxxx shall not be an employee or agent of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the CompanyFees. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company and Xx. Xxxxx (i) may be terminated prior to the expiration of the Consulting Period by either party for any reason or no reason at all; (ii) shall terminate automatically upon the death of Xx. Xxxxx; and (iii) shall terminate automatically at the expiration of the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by a written notice given to the other party in accordance with Section 19, which notice shall specify the termination date (which date shall not be less than 15 days after such notice is given). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination of the consulting arrangement shall not affect the duties and obligations set forth in the other sections of this Agreement.

Consulting Arrangement. (a) The Company hereby retains Xx. Xxxxx effective as of From and after the Retirement Termination Date to render such consulting and advisory services until April 1, 2007 (the “Consulting ServicesPeriod”) ), Executive will be engaged as a consultant to the Company. a. Executive’s duties as a consultant will include: i. Reviewing and evaluating the test results of the financial reporting cycle consisting of the closing of the financial records and reporting process for the first quarter of 2006, which is scheduled to be completed by the end of April of 2006; ii. Working with management on the 2006 management letter from the Company’s registered public accounting firm and its related impact on the Company’s disclosures in its 10-K report for 2006; iii. Attending meetings of the Audit Committee of the Board of Directors at which the 2006 financial statements, audit of those financial statements and assessment of the Company’s internal control over financial accounting are discussed; iv. Reviewing and providing management input on drafts of the proxy statement and related materials prepared in connection with the 2006 annual meeting of the shareholders of the Company, the quarterly reports on Form 10-Q for each of the first three fiscal quarters of 2006 and the Form 10-K report for 2006,; and v. Being available for discussion and consultation with the Chief Executive Officer, President and Board members on significant topics and matters affecting the Company. Executive will not be required to work at the headquarters office of the Company may except as reasonably request necessary to perform his obligations and commitments set forth herein. Executive will maintain a computer and internet connections as reasonably necessary to perform any work under the arrangement from time a remote location. b. Company will pay Executive a consulting fee equal to time $150,000 per year, payable monthly, on the 15th day of each month, during the Consulting Period. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions set forth in this Agreement. Xx. Xxxxx shall perform the Consulting Services at such times and places as an officer designated by In addition, the Company or the Board of Directors of the Company shall from time to time reasonably request. (b) As compensation will pay for the Consulting Servicescosts to Executive of his family coverage under the Company’s health insurance plans pursuant to his COBRA rights. The Company also will reimburse Executive for all reasonable out-of-pocket expenses incurred in providing such consultation, Xxincluding travel (other than commuting expenses between Executive’s home and the Company’s headquarters), provided such expenses are approved prior to being incurred. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below Executive’s status during the Consulting Period for Consulting Services shall be that of an independent contractor. Finally, Executive will be granted a non-qualified option under the Company’s 2003 Stock Incentive Plan (the “Consulting FeePlan”), which shall be paid in accordance with the customary payroll practices of the Company. During the initial nine month period, Xx. Xxxxx shall be paid such Consulting Fee regardless ) to purchase up to 75,000 shares of the Company’s early common stock, which option will be subject to the following terms: i. the option will become exercisable at the time of the expiration of Executive’s currently held options by reason of the termination of this Agreement, unless such termination is due to employment with the Company (and the amount of shares covered thereby shall be reduced on a breach share for share basis if Executive should exercise any of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends currently outstanding options prior to the end of such calendar month shall be prorated based on the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained as a consultant hereunder to the number of days in such calendar month. (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipment, and (ii) expenses incurred by Xx. Xxxxx in rendering the Consulting Services during the Consulting Period, which shall include without limitation travel, lodging, meals, and car rentals or taxi fares when out of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xx. Xxxxx in rendering the Consulting Services. (d) Notwithstanding anything in this Agreement to the contrary, Xx. Xxxxx shall be an independent contractor in performing the Consulting Services, with authority to select the means and method of performing the Consulting Services. Xx. Xxxxx shall not be an employee or agent of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company and Xx. Xxxxx (i) may be terminated prior to the expiration of the Consulting Period by either party for any reason or no reason at all; (ii) shall terminate automatically upon the death of Xx. Xxxxx; and (iii) shall terminate automatically at the expiration of the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by a written notice given to the other party in accordance with Section 19, which notice shall specify the termination date (which date shall not be less than 15 days after such notice is giventheir expiration). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination the option shall not become exercisable for more shares than the number of shares with respect to which Executive’s current options are then exercisable immediately prior to the expiration of those options as contemplated by this paragraph 1.4(b)(i); ii. the option price for 50,000 of the consulting arrangement shall not affect shares covered by the duties and obligations set forth option will be $2.90 per share (subject to the adjustments provided for in the other sections Plan or in the form of this option agreement entered into with Executive) and the option price for the remaining 25,000 shares shall be $3.30 per share, subject to adjustment: and iii. the option shall expire, to the extent not previously exercised, on the fifth anniversary of the commencement of Executive’s position as a consultant with the Company. c. During the entire Consulting Period, Executive will be entitled to the benefit of the indemnification provisions of Section 12 of the Employment Agreement.

Consulting Arrangement. (a) The Company hereby retains Xx. Xxxxx effective as Subject to the Executive’s execution and non-revocation of the Retirement Release, from the Separation Date to render such consulting and advisory services through the tenth month following the Separation Date (the “Consulting ServicesPeriod”) , which shall end on such earlier date as the Executive dies, is unable to substantially perform the Services (as defined below) due to Executive’s mental or physical disability that continues for a period of thirty (30) days or more, or is terminated by the Company may reasonably request for Cause (as defined below)), the Company and Executive agree that Executive shall be retained through Envision Clinical LLC to serve as a consultant to the Company providing the Services so long as Envision Clinical LLC executes the Company’s standard form of non-disclosure agreement (the “Consulting Arrangement”). In exchange for provision of the Services, the Company shall pay to Envision Clinical LLC a consulting fee of (i) $15,000 per month (during the first four (4) months following the Separation Date) and (ii) $2,500 per month (during the remainder of the Consulting Period ending April 30, 2021), payable on the 1st of each month. In addition, the Executive’s equity awards that are Confidential Information indicated by [***] has been omitted from time this filing. outstanding as of the Separation Date shall continue to time during vest in accordance with their original vesting terms for the duration of the Consulting Period, subject to the Executive’s continued service pursuant to this Section 3. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon In the terms and conditions set forth in this Agreement. Xx. Xxxxx shall perform event the Company terminates the Consulting Services at such times and places as an officer designated by the Company or the Board of Directors of the Company shall from time to time reasonably request. (b) As compensation for the Consulting Services, Xx. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below Arrangement during the Consulting Period for any reason other than Cause, death or disability, or in the event the Company undergoes a Change of Control (as defined in the Management Continuity Agreement) during the Consulting Services Period: (1) the “Consulting Fee”), which Company shall be paid in accordance with immediately pay to Envision Clinical LLC a termination fee equal to the customary payroll practices full amount of consulting fees that would have been earned by Envision Clinical LLC for the remainder of the CompanyConsulting Period had the Consulting Arrangement not been terminated and (2) all of Executive’s outstanding and unvested equity awards that would have vested based on continued performance of the Services through the end of the Consulting Period shall immediately and irrevocably vest as of the date of termination of the Consulting Arrangement or Change of Control. During the initial nine month periodConsulting Period, Xx. Xxxxx shall Executive agrees to assist with transition and integration and such other matters as may be paid such Consulting Fee regardless of reasonably requested by, and at the direction and under the supervision of, the Company’s early termination Chief Operating Officer.(the “Services”). During the first four (4) months of this Agreement, unless such termination is due to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends prior Period, Executive will not be required to the end provide more than forty (40) hours of such calendar month shall be prorated based on the ratio of the number of days in such calendar month during which Xx. Xxxxx is retained as a consultant hereunder to the number of days in such Services per calendar month. , and thereafter Executive will not be required to provide more than ten (c10) Xx. Xxxxx shall receive $10,000 hours of Services per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipment, and (ii) expenses incurred by Xx. Xxxxx in rendering the Consulting Services during the Consulting Period, which but in the event Executive has been asked to provide additional Services during any such month, Executive shall include without limitation travelinform the Company’s Chief Operating Officer in writing and seek written approval of such additional Services and the Parties shall agree on the payment of additional consulting fees to be paid for such additional Services. Executive shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Executive acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he and Envision Clinical LLC shall be treated as independent contractors for all purposes with respect thereto. As such, lodging, mealsthe Executive shall not participate as an active employee in any employee benefit plan of the Company or an Affiliate (other than with respect to the Executive’s outstanding equity incentive awards or other vested Company benefits) and no income or other taxes shall be withheld from the amounts paid to the Executive pursuant to this Section 3. Executive shall provide the Services from a location of Executive’s choosing, and car rentals or taxi fares when out of town, long distance telephone calls to or the Company shall reimburse Envision Clinical LLC for the Company, facsimile transmissions charges, reasonable and mailing customary travel expenses incurred by XxExecutive in providing the Services at the Company’s request in accordance with the Company’s expense reimbursement policy. Xxxxx in rendering During the Consulting Services. (d) Notwithstanding anything in this Agreement to the contraryPeriod, Xx. Xxxxx Executive shall be an independent contractor free to engage in performing any other employment or consulting work, so long as Executive is otherwise able to provide the Consulting Services, with authority to select the means Services and method of performing the Consulting Services. Xx. Xxxxx shall such employment or consulting work does not be an employee or agent of the Company, and any action taken by Xx. Xxxxx that is not authorized by this Agreement or breach any other agreement between Executive and the Company and Xx. Xxxxx shall not bind or create (including any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the Companynon-competition/non-solicitation agreement). (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company and Xx. Xxxxx (i) may be terminated prior to the expiration of the Consulting Period by either party for any reason or no reason at all; (ii) shall terminate automatically upon the death of Xx. Xxxxx; and (iii) shall terminate automatically at the expiration of the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by a written notice given to the other party in accordance with Section 19, which notice shall specify the termination date (which date shall not be less than 15 days after such notice is given). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that termination of the consulting arrangement shall not affect the duties and obligations set forth in the other sections of this Agreement.

Consulting Arrangement. (a) The Subject to the effectiveness of this Separation Agreement, Company hereby retains Xx. Xxxxx effective agrees to retain Executive as an independent contractor and Scientific Advisor until the first anniversary of the Retirement Effective Date to render such consulting and advisory services (the “Consulting Period”). The Consulting Period and the consulting arrangement may be terminated by either Party upon 30 days’ written notice pursuant to the notice provisions in Paragraph 16 hereof. During the Consulting Period, Executive agrees to provide services relating to the area of (i) gene therapy for ophthalmology or (ii) other applications of AAV-based gene therapy for which the Company has ongoing research, or that are under consideration to initiate research (the “Field”) upon the Company’s request, and cooperate fully with Company and assist Company with all reasonable management, operational, scientific research and development, and transitional matters, including by being available for consultations and meetings, responding to any informational requests, and cooperation and assistance in defending any litigation against the Company according to the terms described in Section 3(a) (the “Services”). In the performance of the Services, the Parties agree that Executive shall be, and at all times is, acting and performing as an independent contractor in the performance of Executive’s duties. Executive shall complete the Services according to Executive’s own means and methods of work, which shall be in Executive’s exclusive charge and control. Executive shall not be an employee or agent of Company and shall not have any right to bind Company or to transact any business in its name or on its behalf in any manner or form. With respect to Executive’s position with Company during the Consulting Period, Executive shall not make any representation that Executive is other than an independent contractor. (a) as During the Company may first three (3) months of the Consulting Period, Executive shall devote up to thirty-two (32) hours per week providing the Services, during the second three (3) months of the Consulting Period, Executive shall devote up to twenty (20) hours per week providing the Services, and for the remaining six months of the Consulting Period, Executive will be reasonably available to provide the Services at the request of the Board or Company’s interim or permanent Chief Executive Officer from time to time during scheduled with a reasonable amount of prior notice not to exceed eight (8) hours per week providing the Consulting Period. Xx. Xxxxx hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions set forth in this Agreement. Xx. Xxxxx shall perform the Consulting Services at such times and places as an officer designated by the Company or the Board of Directors of the Company shall from time to time reasonably requestServices. (b) As compensation In exchange for the Consulting Services, Xx. Xxxxx shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below Executive providing Services during the Consulting Period and provided Executive does not breach in a material respect any of the provisions of this Separation Agreement, Executive shall be entitled to the benefits set forth in clauses (i) through (iv) below. It is hereby acknowledged and agreed that Executive’s engagement hereunder shall not entitle him to the benefit of any employee plans or programs maintained by Company or any government instrumentality, including any sick pay, paid vacation, health and other insurance, and/or any other benefits other than the benefits set forth in clauses (i) through (iv) below. (i) Company shall pay Executive a fee of $41,666.67 per month (pro rated for any partial month of Service provided) during the Consulting Services Period (the “Consulting Fee”), which shall be paid in accordance with payable within thirty (30) days following the customary payroll practices end of each month; provided, that, the Company. During fee for the initial nine last month period, Xx. Xxxxx shall be paid such Consulting Fee regardless of the Company’s early termination of this Agreement, unless such termination is due to a breach of this Section 3 due to Xx. Xxxxx. Any Consulting Fee payment payable to Xx. Xxxxx hereunder in respect of any calendar month during which the Consulting Period ends prior to the end of such calendar month shall be prorated based on the ratio conditioned upon and subject to Executive executing a release of claims in substance as set forth in Paragraph 4 hereof as of the number date of days termination of his consultancy in such calendar month during which Xx. Xxxxx is retained a form reasonably acceptable to Company (the “Consulting Agreement Release”) and attached as a consultant hereunder to the number of days in such calendar month.Exhibit C. (c) Xx. Xxxxx shall receive $10,000 per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipment, and (ii) expenses incurred by Xx. Xxxxx Executive shall continue to vest in rendering the Consulting Services Equity Awards during the Consulting Period, which up to the maximum amounts (the “Maximum Amounts”) noted on Exhibit A in the column titled “Maximum Number of Shares that may Vest during Consulting Period”, subject to the terms and conditions set forth in this Separation Agreement; provided, that, in the event a Change in Control occurs within twelve months following the Effective Date, up to the Maximum Amounts of the Equity Awards shall include without limitation travelautomatically become vested and, lodgingif applicable, mealsexercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and car rentals or taxi fares when out if, applicable, become exercisable had Executive continued to provide consulting services through the end of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by Xx. Xxxxx in rendering the Consulting ServicesPeriod and Executive shall not be entitled to any additional vesting thereafter regardless of whether Executive continues to provide Services following the Change in Control; provided, further, that, the vesting of the last monthly installment of the Equity Awards scheduled to vest under this Separation Agreement shall be subject to Executive executing the Consulting Agreement Release. The Parties agree that Executive will have up to ninety (90) calendar days following the end of his consultancy to exercise any vested Equity Awards. (diii) Notwithstanding anything in this Agreement If Executive elects to receive continued healthcare coverage pursuant to the contrary, Xx. Xxxxx shall be an independent contractor in performing the Consulting Services, with authority to select the means and method of performing the Consulting Services. Xx. Xxxxx shall not be an employee or agent provisions of the CompanyConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company shall directly pay, or reimburse Executive for, the premium for Executive and any action taken by Xx. Xxxxx Executive’s covered dependents through the earlier of (A) the date that is not authorized by this Agreement eighteen months following the Effective Date and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (1) if any plan pursuant to which such benefits are provided is not, or any other agreement between the Company and Xx. Xxxxx shall not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and Xx. Xxxxx, Xx. Xxxxx has no authority to transact any business or make any representations or promises in the name of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company and Xx. Xxxxx (i) may be terminated ceases prior to the expiration of the Consulting Period by period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (2) Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either party for any reason or no reason at allcase, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments, which shall be payable within thirty (30) days following the end of each month to which such amounts relate, provided; (ii) shall terminate automatically upon the death of Xx. Xxxxx; and (iii) shall terminate automatically at the expiration of that, during the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by , if a written notice given to the other party good faith determination, made in accordance with Treasury Regulation Section 191.409A-1(h)(1)(ii), which notice shall specify the termination date (which date shall has been made that Executive has not be less than 15 days after such notice is given). Upon incurred a termination of employment for Section 409A purposes, such payments to be made directly to the consulting arrangementExecutive shall be delayed until a termination under such Regulation has occurred. Following Executive’s termination, neither all unpaid amounts due hereunder shall be paid in a lump sum to Executive within thirty (30) days following his date of termination. After Company ceases to pay premiums pursuant to this Paragraph 3(b)(iii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the parties hereto provisions of COBRA. (iv) Company will reimburse Executive for all expenses actually incurred by Executive in performing the Services, including but not limited to travel and accommodation expenses, so long as such expenses are reasonable and necessary as determined by Company and approved in advance by Company. Executive shall have maintain adequate books and records relating to any further duty or obligation under this Section 3; provided, however, that termination of the consulting arrangement expenses to be reimbursed and shall not affect the duties submit requests for reimbursement in a timely manner and obligations set forth in the other sections of this Agreementform acceptable to Company.