Consulting Obligations. If the Employee's employment is terminated upon the Sale as described in Section 5.2.1 above or is terminated by the Company without Cause during the 12-month period after the Effective Date of the Sale as described in Section 5.2.2 above, the Employee will be obligated to hold himself available to consult, at the request of the Company and on such projects within the Employee's professional expertise as the Company shall designate, during the 12-month period following the first anniversary of the Effective Date. Such services will be rendered for up to 10 hours per month and will be paid an hourly rate equal to $300 for each hour actually worked, payable monthly, as earned, in accordance with the Company's normal payroll policy in effect from time to time. For so long as the Employee's consulting obligation is not terminated for Cause, each of his options and shares will continue to vest while the consulting arrangement is in effect, the Board having determined that the Employee will be performing substantial services for the Company during that time. The Employee's services as a consultant may be terminated by the Company for Cause upon 14 days advance written notice.
Consulting Obligations. In consideration of the Severance Package, Executive shall provide continuing consulting services to the Company at the direction of the Board of Directors of the Company and the CEO or their designates on an as-needed basis during the Severance Period. This consulting will be provided in good faith and be primarily aimed at assisting the Company in transitioning Executive’s previous duties and responsibilities to his functional successor or successors. The consulting will include providing advice and counsel to the Company and Board as requested on an ongoing basis and may include the assignment of specific tasks and functions related thereto. To the extent any such consulting requires travel or other reasonable business expenses to be incurred by Executive, the Company will reimburse Executive or provide arrangements or payment for such travel and business expenses in advance. Executive shall also provide his reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) or other legal matter, which relates to events occurring during Executive’s employment with the Company about which he has first-hand knowledge.
Consulting Obligations. (a) For thirty-six (36) months following the Resignation Date or until his earlier death or Disability (for purposes of this Paragraph 2, the “Consulting Term”), the Executive shall, upon the request, and at the direction, of the Company, assist the Company by: (i) providing the Company with requested information and advice on matters of which the Executive has knowledge; (ii) meeting with Company representatives (either telephonically or in person) from time to time to discuss any such matters with the Company; (iii) cooperating with the Company with respect to litigation, investigations, or governmental proceedings with respect to matters in which the Executive was in any way involved during his employment with the Company and any transition matters in which the Company reasonably believes that the Executive’s cooperation would be helpful; and (iv) providing other services as agreed by the Company and the Executive (collectively, the “Consulting Services”). The Executive shall devote so much of his time and effort as is reasonable and adequate to perform the Consulting Services, provided that the Consulting Services shall be performed at times scheduled taking into consideration the Executive’s other commitments, including business and family matters, and in no event shall Consultant be obligated to provide services at more than twenty percent (20%) of the average level of services over the thirty-six (36) months preceding the Resignation Date.
(b) In order to facilitate the performance by Consultant of the Consulting Services, the Company shall during the Consulting Term reimburse Consultant for the actual and reasonable expenses incurred by Consultant in connection with the provision of the Consulting Services in accordance with the Company’s expense reimbursement policies as in effect from time to time.
(c) In performing his obligations under this Paragraph 2, Consultant will be acting as an independent contractor and not an employee of the Company or any of the Ashford-
Consulting Obligations. During any period of time during which Executive is receiving Severance Compensation pursuant to this Agreement, Executive shall provide transition services, advice, answers to questions (known to Executive) related to the business of the Company or any of its Affiliates, and consultation with the Company or any successor thereof as the result of a Change of Control to the extent that Executive’s provision of such services would not prevent Executive’s termination of employment from constituting a Separation from Service (as defined in Section 22.1). It is intended that such services shall not unreasonably interfere with Executive’s employment activities which are permissible pursuant to this Agreement and shall be reasonably arranged to be at times convenient for the Executive.
Consulting Obligations. Executive agrees to execute the Consulting Agreement in the form attached hereto as Exhibit B, (the “Consulting Agreement”) and provide Consulting Services to Alaska in accordance with the terms and conditions of the Consulting Agreement. In the event that Executive revokes this Agreement pursuant to Section 9 (d), the Consulting Agreement shall also be revoked.
Consulting Obligations. During the Consulting Period, the Retiring Executive shall provide such consulting services to the Company as the Chief Executive Officer of the Company may reasonably request. The Retiring Executive acknowledges and agrees that he will be providing such services as an independent contractor and not as an employee of the Company. During the Consulting Period, the Retiring Executive shall not have any power or authority to contract or otherwise create any implied or express liability or obligation on behalf of the Company and shall not be entitled to participate in any of the Company’s insurance, benefit, health or welfare plans. The Company shall reimburse the Retiring Executive all expenses incurred in connection with the performance of the consulting services consistent with the Company’s travel and entertainment guidelines applicable for the Company’s Chief Executive Officer.
Consulting Obligations. From January 1, 2007 through December 1, 2007, Executive agrees that he will be available to respond to reasonable requests by the officers or directors of the Company to consult regarding the affairs of the Company. Executive agrees to use his reasonable best efforts to perform his consulting responsibilities under this Agreement.
Consulting Obligations. From the Retirement Date through June 30, 2002 (the "Consulting Period"), the Company agrees to retain Mahoxxx xx a consultant and Mahoxxx xxxees to provide consulting services to the Company as the Company shall reasonably request from time to time. The specific consulting services that Mahoxxx xxxl perform, including the time and duration thereof, shall be as reasonably specified by the Company. In the event that (i) specific consulting services are not requested by the Company, (ii) Mahoxxx xx occasionally unavailable to perform specific consulting services, or (iii) Mahoxxx xxxomes disabled and is unable to perform any further consulting services pursuant to this Paragraph 2, it is expressly acknowledged and agreed that no portion of the compensation or benefits provided in Paragraphs 2 or 3 shall be refundable and that all other terms and conditions of this Agreement shall remain in full force and effect.
Consulting Obligations. Executive agrees to execute the Consulting Agreement in the form attached hereto as Exhibit B and provide Consulting Services to the Company in accordance with the terms and conditions of the Consulting Agreement. In the event that Executive revokes this Agreement pursuant to Section 7(d), the Consulting Agreement shall also be revoked.
Consulting Obligations. In the event the Executive receives the severance benefits pursuant to Sections 5(e) or 5(f), the Executive shall make himself available to the Company for one (1) year after the Termination Date as a consultant for up to ten (10) hours per month. The Executive may fulfill this obligation by making himself available telephonically, or through web-based conferencing as mutually agreed upon by the Executive and the Chief Executive Officer or his designee.
