Consulting Services Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.
Consulting Period (a) Executive and Company agree that for a period of twelve (12) months following the Separation Date (the “Transition Period”), Executive shall serve as a consultant to Company, subject to the terms and conditions of this Agreement. During the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreement, during the Transition Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a). (c) Executive shall not be authorized to incur expenses (other than as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during the Transition Period and thereafter, except to the extent approved in advance by Company’s Chief Executive Officer or the Chairman of the Board. (d) During the Transition Period, Executive shall perform the services requested by Company under this Agreement as an independent contractor and shall not be deemed an employee of Company or any of its affiliates for any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that the Executive will be fully and solely responsible for any income or other tax liability imposed on Executive in his capacity as an independent contractor.