Consulting Engagement. Effective as of the Termination Date, and subject to the terms of this Agreement, the Company agrees to retain the Employee as a consultant to perform such services (the "Consulting Services") for the Company as may be reasonably requested from time to time by an officer of the Company (the "Consulting Arrangement"). The term of this Consulting Arrangement shall commence on the Termination Date and expire on the earlier of (i) the date the employee is working as a salaried employee of or consultant to another person, company or entity which is actually or potentially in competition with any business conducted by the Company, as determined by the Company in its sole discretion, (ii) at the Employee's option, the date the Employee is working as a salaried employee of or consultant to another person, company or entity, or (iii) 24 months following the Termination Date. As consideration for the Employee's services under the Consulting Arrangement, the Company shall pay in cash to Employee an amount equal to 1/12th of the Employee's Annual Compensation on the last day of each full month following the Termination Date during which the Consulting Arrangement is in effect. The Employee's stock options and/or restricted stock shall continue to vest during the term of the Consulting Arrangement to the extent provided in the applicable stock option or restricted stock purchase agreement. Notwithstanding the foregoing, the Consulting Arrangement may be terminated earlier by either party upon five days written notice of termination if the other party fails to cure any material breach of its obligations hereunder within 10 days after receipt of notice specifying such breach.
Appears in 1 contract
Samples: Change of Control Severance Agreement (Sync Research Inc)
Consulting Engagement. Effective as of the Termination Date, and subject to the terms of this Agreement, the Company agrees to retain the Employee as a consultant to perform such services (the "Consulting ServicesCONSULTING SERVICES") for the Company as may be reasonably requested from time to time by an officer of the Company (the "Consulting ArrangementCONSULTING ARRANGEMENT"). The term of this Consulting Arrangement shall commence on the Termination Date and expire on the earlier of (i) the date the employee is working as a salaried employee of or consultant to another person, company or entity which is actually or potentially in competition with any business conducted by the Company, as determined by the Company in its sole discretion, (ii) at the Employee's option, the date the Employee is working as a salaried employee of or consultant to another person, company or entity, or (iii) 24 12 months following the Termination Date. As consideration for the Employee's services under the Consulting Arrangement, the Company shall pay in cash to Employee an amount equal to 1/12th of the Employee's Annual Compensation on the last day of each full month following the Termination Date during which the Consulting Arrangement is in effect. The Employee's stock options and/or restricted stock shall continue to vest during the term of the Consulting Arrangement pursuant to the extent provided in the applicable stock option or restricted stock purchase agreementSection 3(b). Notwithstanding the foregoing, the Consulting Arrangement may be terminated earlier by either party upon five days written notice of termination if the other party fails to cure any material breach of its obligations hereunder within 10 days after receipt of notice specifying such breach.
Appears in 1 contract
Samples: Change of Control Severance Agreement (Sync Research Inc)
Consulting Engagement. Effective as of the Termination Date, and subject to the terms of this Agreement, the Company agrees to retain the Employee as a consultant to perform such services (the "Consulting Services") for the Company as may be reasonably requested from time to time by an officer of the Company (the "Consulting Arrangement"). The term of this Consulting Arrangement shall commence on the Termination Date and expire on the earlier of (i) the date the employee is working as a salaried employee of or consultant to another person, company or entity which is actually or potentially in competition with any business conducted by the Company, as determined by the Company in its sole discretion, (ii) at the Employee's option, the date the Employee is working as a salaried employee of or consultant to another person, company or entity, or (iii) 24 months following the Termination Date. As consideration for the Employee's services under the Consulting Arrangement, the Company shall pay in cash to Employee an amount equal to 1/12th 1/24th of the Employee's Annual Compensation on the last day of each full month following the Termination Date during which the Consulting Arrangement is in effect. The Employee's stock options and/or restricted stock shall continue to vest during the term of the Consulting Arrangement to the extent provided in the applicable stock option or restricted stock purchase agreement. Notwithstanding the foregoing, the Consulting Arrangement may be terminated earlier by either party upon five days written notice of termination if the other party fails to cure any material breach of its obligations hereunder within 10 days after receipt of notice specifying such breach.
Appears in 1 contract
Samples: Change of Control Severance Agreement (Sync Research Inc)
Consulting Engagement. Effective as of the Termination Date, and subject to the terms of this Agreement, the Company agrees to retain the Employee as a consultant to perform such services (the "Consulting ServicesCONSULTING SERVICES") for the Company as may be reasonably requested from time to time by an officer of the Company (the "Consulting ArrangementCONSULTING ARRANGEMENT"). The term of this Consulting Arrangement shall commence on the Termination Date and expire on the earlier of (i) the date the employee is working as a salaried employee of or consultant to another person, company or entity which is actually or potentially in competition with any business conducted by the Company, as determined by the Company in its sole discretion, (ii) at the Employee's option, the date the Employee is working as a salaried employee of or consultant to another person, company or entity, or (iii) 24 months following the Termination Date. As consideration for the Employee's services under the Consulting Arrangement, the Company shall pay in cash to Employee an amount equal to 1/12th of the Employee's Annual Compensation on the last day of each full month following the Termination Date during which the Consulting Arrangement is in effect. The Employee's stock options and/or restricted stock shall continue to vest during the term of the Consulting Arrangement pursuant to the extent provided in the applicable stock option or restricted stock purchase agreementSection 3(b). Notwithstanding the foregoing, the Consulting Arrangement may be terminated earlier by either party upon five days written notice of termination if the other party fails to cure any material breach of its obligations hereunder within 10 days after receipt of notice specifying such breach.
Appears in 1 contract
Samples: Change of Control Severance Agreement (Sync Research Inc)
Consulting Engagement. (a) Effective as of the Termination Date, and subject to the terms of this Agreement, the Company agrees to retain the Employee as a consultant to perform such services (the "Consulting ---------- Services") for the Company as may be reasonably requested from time to time by -------- an officer of the Company (the "Consulting Arrangement"). The term of this ---------------------- Consulting Arrangement shall commence on the Termination Date and expire on the earlier of (i) the date the employee is working Employee commences work as a consultant or employment as a salaried employee of or consultant to another person, company or entity which is actually or potentially in competition with any business conducted by the Company, as determined by the Company in its sole discretion, or (ii) at the Employee's option, the date the Employee is working as a salaried employee of or consultant to another person, company or entity, or (iii) 24 12 months following the Termination Date. As consideration for the Employee's services under the Consulting Arrangement, the Company shall pay in cash to Employee an amount equal to 1/12th of the Employee's Annual Compensation on the last day of each full month following the Termination Date during which the Consulting Arrangement is in effect. The Employee's stock options and/or restricted stock shall continue to vest during the term of the Consulting Arrangement to the extent provided in the applicable stock option or restricted stock purchase agreement. Notwithstanding the foregoing, the Consulting Arrangement may be terminated earlier by either party upon five days written notice of termination if the other party fails to cure any material breach of its obligations hereunder within 10 days after receipt of notice specifying such breach.
(b) Upon the date of this Agreement, the Company shall amend each of the option agreements pursuant to which Employee was granted options to purchase the Company's Common Stock to provide that the exercise prices of such options may be payable through the delivery by Employee of a promissory note in substantially the form attached hereto as Exhibit A. ---------
Appears in 1 contract
Consulting Engagement. Effective as of the Termination Date, and subject to the terms of this Agreement, the Company agrees to retain the Employee as a consultant to perform such services (the "Consulting ServicesCONSULTING SERVICES") for the Company as may be reasonably requested from time to time by an officer of the Company (the "Consulting ArrangementCONSULTING ARRANGEMENT"). The term of this Consulting Arrangement shall commence on the Termination Date and expire on the earlier of (i) the date the employee is working as a salaried employee of or consultant to another person, company or entity which is actually or potentially in competition with any business conducted by the Company, as determined by the Company in its sole discretion, (ii) at the Employee's option, the date the Employee is working as a salaried employee of or consultant to another person, company or entity, or (iii) 24 18 months following the Termination Date. As consideration for the Employee's services under the Consulting Arrangement, the Company shall pay in cash to Employee an amount equal to 1/12th of the Employee's Annual Compensation on the last day of each full month following the Termination Date during which the Consulting Arrangement is in effect. The Employee's stock options and/or restricted stock shall continue to vest during the term of the Consulting Arrangement pursuant to the extent provided in the applicable stock option or restricted stock purchase agreementSection 3(b). Notwithstanding the foregoing, the Consulting Arrangement may be terminated earlier by either party upon five days written notice of termination if the other party fails to cure any material breach of its obligations hereunder within 10 days after receipt of notice specifying such breach.
Appears in 1 contract
Samples: Change of Control Severance Agreement (Sync Research Inc)