Common use of Consulting Engagement Clause in Contracts

Consulting Engagement. (a) You hereby agree to serve, and the Company hereby agrees to retain you, as a consultant to the Company for the period (the “Consulting Period”) beginning September 1, 2008 through and including August 31, 2009, provided that the Consulting Period may be terminated prior to the aforementioned expiration date by either party upon 30 days prior written notice without any further liability. Your services hereunder during the Consulting Period will consist of such consulting and advisory services, and will be provided at such times, as may be reasonably requested from time to time by the Company. The Company will reimburse you for any reasonable out-of-pocket expenses incurred by you in connection with the performance of such consulting and advisory services; provided that such expenses shall not be required to be incurred by you, and shall not be reimbursed, unless such expenses have been approved in writing in advance by the Chief Executive Officer or Chief Financial Officer of the Company. (b) In consideration for the consulting services to be performed hereunder and for entering in the Release set forth in Section 4, below, the Company will pay you a monthly fee of five thousand dollars ($5,000). Such payments shall commence on September 30, 2008 and shall be payable in arrears on the last day of each month, pro rated for the number of days elapsed in any month in which the Consulting Period is earlier terminated. In addition, during the Consulting Period, each of you, your wife and children may continue Passport Memberships (or its equivalent) at no cost (provided however that such memberships shall cease in the event you commence employment or a consulting role with a competitor of the Company or in the event of your material breach of this Agreement). The aforementioned memberships are subject to all of the Rules. (c) You understand that, as a consultant, you will not be entitled to receive benefits available to Company employees, including, but not limited to, health, dental, life and disability insurance and participation in any 401(k) plan except by virtue of Section 2 above. In addition, you shall be responsible for the payment of taxes and the Company shall not withhold any amounts in satisfaction of such taxes, unless required to do so by law. You further agree that if any portion of the consulting fee is deemed by the Internal Revenue Service, or any other federal or state governmental agency, to be taxable and to have been subject to withholding, you will pay all taxes, as well as all penalties and interest, the Company is found to owe and you will indemnify, defend and hold the Company harmless with respect to any claims, demands, actions or causes of action relating to liability for, and/or collection of, any such taxes, penalties and/or interest. (d) Nothing contained in this Agreement shall be construed as creating an agency relationship between you and the Company and, without the Company’s prior written consent, you shall have no authority hereunder to bind the Company or make any commitments on the Company’s behalf. You shall not take any action in connection with the rendering of your services hereunder which you reasonably believe would cause any third party to assume that you have such authority.

Consulting Engagement. (a) You Company hereby agree to serveengages Employee, and the Employee accepts such engagement, to provide consulting services to Company hereby agrees on an as-needed and as-requested basis with respect to retain youCompany financial, as a consultant to the Company for the period operational and other matters (the “"Consulting Period”) beginning September 1Services"). For purposes of this consulting engagement and this Section 11, 2008 through and including August 31, 2009, provided Employee shall be referred to as "Consultant". Consultant acknowledges that the Consulting Period consulting engagement set forth in this Section 11 is on an at-will basis and that Company may be terminated prior to the aforementioned expiration date terminate such consulting engagement at any time (and for any reason) by either party upon 30 providing at least ten (10) days prior written notice without any further liability. Your services hereunder during the Consulting Period will consist of such consulting and advisory services, and will be provided at such times, as may be reasonably requested from time termination to time by the CompanyConsultant. The Company will reimburse you parties also agree that, for any reasonable out-of-pocket expenses incurred by you in connection with the performance purposes of such this consulting and advisory services; provided that such expenses engagement, Consultant shall not be required deemed to be incurred by youan independent contractor and shall not, and shall not be reimbursedhave no authority to, unless such expenses have been approved in writing in advance by the Chief Executive Officer enter into negotiations for or Chief Financial Officer of the Company. (b) In consideration for the consulting services to be performed hereunder and for entering enter into any contracts or commitments in the Release name of or on behalf of Company, and nothing set forth in this Section 4, below, the 11 creates a partnership or joint venture between Company will pay you a monthly fee of five thousand dollars ($5,000). Such payments shall commence on September 30, 2008 and shall be payable in arrears on the last day of each month, pro rated for the number of days elapsed in any month in which the Consulting Period is earlier terminatedConsultant. In addition, during the Consulting PeriodConsultant acknowledges that he will receive IRS Form 1099s with respect to consulting fees paid to Consultant pursuant hereto, each of you, your wife and children may continue Passport Memberships (or its equivalent) at no cost (provided however that such memberships shall cease in the event you commence employment or a consulting role with a competitor of the Company or in the event of your material breach of this Agreement). The aforementioned memberships are subject to all of the Rules. (c) You understand that, as a consultant, you Consultant will not be entitled to receive benefits available to Company employees, including, but not limited to, health, dental, life and disability insurance and participation in any 401(k) plan except by virtue of Section 2 above. In addition, you shall be responsible for the payment of all taxes on such consulting fees. In addition, the consulting engagement set forth in this Section 11 shall be subject to the following terms and conditions: a. In consideration of the provision of Consulting Services by Consultant pursuant hereto, Company shall not withhold any amounts in satisfaction of such taxes, unless required to do so by law. You further agree that if any portion of the pay a consulting fee of $1,500 per Work Day. For purposes hereof, a "Work Day" is deemed any day on which Consultant provides at least four (4) hours of Consulting Services to Company. For purposes hereof, "Consulting Services" shall include out-of-town travel time expended by Consultant in the Internal Revenue Service, or any other federal or state governmental agency, to be taxable and to have been subject to withholding, you will pay all taxes, as well as all penalties and interest, the course of his engagement hereunder. Consultant shall invoice Company is found to owe and you will indemnify, defend and hold the Company harmless on a monthly basis with respect to any claimsconsulting fees due hereunder, demands, actions or causes of action relating to liability for, and/or collection of, any and such taxes, penalties and/or interestinvoices shall contain appropriate details regarding the Consulting Services provided hereunder. (d) Nothing contained b. In addition to the consulting fees provided herein, Consultant will be entitled to reimbursement for all reasonable travel and other expenses incurred by Consultant in this Agreement the course of providing Consulting Services, provided that such reimbursement shall be construed as creating an agency relationship between you and the Company and, without subject to the Company’s prior written consent's general expense reimbursement policies and procedures. In addition, you shall have no authority hereunder from time to bind time as circumstances reasonably require, Company will provide Consultant with reasonably suitable office space and support services for purposes of the Company or make any commitments on the Company’s behalf. You shall not take any action in connection with the rendering provision of your services hereunder which you reasonably believe would cause any third party to assume that you have such authorityConsulting Services hereunder, including without limitation accounting, tax, legal, and administrative support services.

Consulting Engagement. (a) You hereby agree to serve, and the Company Parent hereby agrees to retain you, engage Consultant as a consultant an independent contractor and advisor on the terms and conditions set forth herein and Consultant hereby accepts such engagement with Parent. Consultant's services hereunder shall consist of rendering to the Company for the period (the “Consulting Period”) beginning September 1, 2008 through and including August 31, 2009, provided that the Consulting Period may be terminated prior to the aforementioned expiration date by either party upon 30 days prior written notice without any further liability. Your services hereunder during the Consulting Period will consist best of his ability such consulting and advisory services, and will be provided at services in connection with the Company Businesses (as such timesterm is defined in the Merger Agreement), as may reasonably be reasonably requested from time to time by the Company. The Chief Executive Officer or the Board of Directors of Parent (the "Board"), or the designee of either thereof, and to facilitate the successful transition of the Company will reimburse you for any reasonable out-of-pocket expenses incurred from its current form to a business owned by you in connection with the performance of such consulting and advisory servicesParent; provided provided, that such expenses (i) Consultant shall not be required to be incurred by youtravel or relocate, and (ii) the requirement that Consultant devote time to perform services pursuant to this Agreement shall be subject to the time available to Consultant during normal business hours after the conduct by Consultant of his other businesses, which shall take precedence in all cases. Consultant shall make himself available on a reasonable basis from time to time to provide such services, but there shall be no established schedule for Consultant's services and he shall not be reimbursed, unless required to devote any minimum number of days to such expenses have been approved services. Parent expressly acknowledges and agrees that Consultant's primary occupation and business interests shall be conducted by Consultant in writing in advance by the Chief Executive Officer or Chief Financial Officer of the Companyendeavors other than Consultant's services pursuant to this Agreement. (b) In consideration for Notwithstanding anything contained herein to the contrary, Consultant may elect to have his rights and obligations hereunder assigned to a subchapter S corporation (the "S Corp") of which he is a principal shareholder, provided that (i) the S Corp shall rely exclusively on Consultant to act on its behalf in providing the consulting services required hereunder, (ii) the S Corp executes a writing in which it expressly agrees to be performed hereunder bound by this Agreement as "Consultant" hereunder, and for entering (iii) Consultant, in his individual capacity, shall continue to be bound by the Release set forth restrictive covenants contained in Section 45 hereof Following any assignment of rights and obligations to the S Corp in accordance with this Section 1.2(b), belowexcept as provided above or as the context would otherwise require, the Company will pay you a monthly fee of five thousand dollars ($5,000). Such payments shall commence on September 30, 2008 and all references to "Consultant" hereunder shall be payable in arrears on deemed to refer to the last day of each month, pro rated for the number of days elapsed in any month in which the Consulting Period is earlier terminated. In addition, during the Consulting Period, each of you, your wife and children may continue Passport Memberships (or its equivalent) at no cost (provided however that such memberships shall cease in the event you commence employment or a consulting role with a competitor of the Company or in the event of your material breach of this Agreement). The aforementioned memberships are subject to all of the Rules. (c) You understand that, as a consultant, you will not be entitled to receive benefits available to Company employees, including, but not limited to, health, dental, life and disability insurance and participation in any 401(k) plan except by virtue of Section 2 above. In addition, you shall be responsible for the payment of taxes and the Company shall not withhold any amounts in satisfaction of such taxes, unless required to do so by law. You further agree that if any portion of the consulting fee is deemed by the Internal Revenue Service, or any other federal or state governmental agency, to be taxable and to have been subject to withholding, you will pay all taxes, as well as all penalties and interest, the Company is found to owe and you will indemnify, defend and hold the Company harmless with respect to any claims, demands, actions or causes of action relating to liability for, and/or collection of, any such taxes, penalties and/or interest. (d) Nothing contained in this Agreement shall be construed as creating an agency relationship between you and the Company and, without the Company’s prior written consent, you shall have no authority hereunder to bind the Company or make any commitments on the Company’s behalf. You shall not take any action in connection with the rendering of your services hereunder which you reasonably believe would cause any third party to assume that you have such authority.S Corp.