Common use of Consulting Period Clause in Contracts

Consulting Period. In the event that, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of Control.

Consulting Period. In During the event thatperiod beginning on October 1, during the Employment Term 2015 and prior to a Change of Control of the Company ending on March 31, 2016 (or such later date as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or mutually agreed by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigationsMatinas) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”), Executive shall make himself available to Matinas at mutually convenient times to consult with respect to business issues and other matters as Matinas may reasonably request. The parties expect that Executive’s duties during the Consulting Period will include consulting on the matters set forth on Exhibit A. The parties anticipate that Executive will provide consulting services to Matinas for an average of 10 – 15 hours per week during the Consulting Period. In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for all such consulting services, Matinas shall pay to Executive a monthly fee of $8,250, payable at the beginning of each month. Matinas shall reimburse Executive for approved and reasonable customary expenses related to the performance of the consulting services, including, but not limited to, travel expenses, hotel accommodations, transportation and meals. Executive shall submit monthly invoices for his expenses to Matinas electronically to axxxxxxxxx@xxxxxxxxxxxxxxxx.xxx, with copies to the CEO, and Matinas shall pay undisputed invoices within ten (10) days of receipt. For avoidance of doubt, Executive’s outstanding stock options under the Matinas BioPharma Holdings, Inc. 2013 Equity Compensation Plan, as amended and restated (the “Plan”) shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control their terms during the Consulting Period,. Executive and Matinas agree that in furnishing services during the Consulting Period, Executive will be acting as an independent contractor and that, accordingly, Executive will have no authority to act on behalf of Matinas or bind Matinas without Matinas’s express consent. During the Consulting Period, Executive will not be considered to have employee status for federal or state tax purposes, for purposes of employee benefit plans or other benefits applicable to Matinas’s employees generally or for any other purposes. During the Consulting Period, Matinas shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, or, except as specifically provided in Section 6(c), Executive shall provide any other contributions or benefits which might be paid a per diem amount for his consulting servicesexpected in an employer-employee relationship, and Executive expressly waives any right to such participation or coverage. Executive agrees that Executive shall be promptly reimbursed for travelmake such contributions and pay applicable taxes, foodand hereby agrees to indemnify and hold harmless the Released Parties from and against any costs, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such servicesfees, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer damages or the Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date penalties assessed against any of the Change Released Parties by virtue of ControlExecutive’s failure to make such contributions or payments.

Consulting Period. In the event that(i) Subject to my continued compliance with my obligations under this Agreement, during the Employment Term and prior to a Change of Control in consideration of the Company covenants set forth herein and the waiver and release set forth below, including the reaffirmation of such release at the conclusion of the Consulting Period (as defined under below) by signing Schedule A (the Option Plan“Reaffirmation”), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively I will be engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant to SLM for a period of 12 months beginning the day immediately following such termination of Executive’s employment the Effective Date and ending on December 31, 2020 (the “Consulting End Date,” and the Employment Term (period between the Effective Date and the Consulting End Date, the “Consulting Period”), unless otherwise terminated by either me or SLM upon thirty (30) days’ written notice. In My services hereunder during the Consulting Period will consist of such roleconsulting and advisory services, Executive will advise and shall be provided at such times as may be requested from time to time by the Board, the Chief Executive Officer or any other executive officer of SLM; provided, however, that such services shall not be required for more than an average of twenty (20) hours per month. During the Company on Consulting Period, I may perform such matters duties and responsibilities as may be required by the Board, the Chief Executive Officer shall reasonably request (including advising or any other executive officer of SLM as a consultant from any location within the United States; provided that, in the event any such travel is required on strategic matters and working with behalf of SLM or the Bank, as requested by the Board or the Chief Executive Officer towards the successful completion and upon providing me with reasonable notice of a Change in Control of the Company)such request, SLM shall meet with the Board periodically as requested by it, reimburse me for any reasonable travel and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company lodging expenses in connection with such consulting servicesmy travel. As consideration for such consulting servicesDuring the Consulting Period, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being I will not be treated as “continuous services” an employee of SLM or any of its subsidiaries or affiliates for any purposes, including, without limitation, for purposes of the Stock Optionsany past, present or future employee benefit plan, program or arrangement of SLM or any of its subsidiaries or affiliates, and with the potential for accelerated vesting I will not have any authority to bind SLM or any of its subsidiaries or affiliates in connection with a Change of Control any way. My services hereunder during the Consulting Period,), Executive shall if any, will be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-performed in the capacity of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Boardan independent contractor. If the Change of Control occurs prior to the end of such 12 month period, then Following the Consulting Period shall terminate immediately following the effective date of the Change of ControlEnd Date, SLM will provide me with a Form 1099 reflecting any amounts earned as a consultant.

Consulting Period. In Provided that you satisfy the release requirement set forth in Section 8, in the event thatof a Qualifying Termination, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates will retain you as a consultant to the Company from the date of your Qualifying Termination through the one-year anniversary of such date unless the Company elects to terminate this consulting period prior to the end of such period for a any reason by providing written notice to you (the actual period of 12 months following such termination of Executive’s employment and the Employment Term (time you are retained as a consultant, the “Consulting Period”). In such roleDuring the Consulting Period, Executive subject to your reasonable availability, you will advise make yourself available to provide consulting services (the Chief Executive Officer “Services”) within your areas of expertise as requested by the Company. Subject to your reasonable availability by phone and email, you agree to make yourself available to provide Services throughout the Consulting Period for up to, but not exceeding, 10 hours per month. During the Consulting Period, you will be free to pursue other employment or consulting engagements with third parties, provided that you will not induce or attempt to induce any employee of any member of the Company on such matters as Group to leave the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control employment of the Company)Company Group. Notwithstanding the foregoing, shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of this Employment Agreement, the Stock Options, placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward employees of the Company or its successors and with the potential for accelerated vesting in connection with assigns will not be deemed to be a Change breach of Control this Section 9. You acknowledge and agree that after your Qualifying Termination and during the Consulting Period,), Executive shall your relationship with the Company will be paid a per diem amount that of an independent contractor and not that of an employee. During the Consulting Period, you will not be eligible for his consulting servicesany Company employee benefits, and Executive shall be promptly reimbursed for travel, food, lodging and other out-except pursuant to COBRA or otherwise pursuant to the terms of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or benefit plans applicable to all former employees of the BoardCompany. If you voluntarily choose to terminate the Consulting Period before the one-year anniversary of your Qualifying Termination, upon the termination of the Consulting Period, you will immediately forfeit any Consulting Benefits that have not been paid to you. If the Change of Control occurs Company terminates the Consulting Period prior to the end one-year anniversary of such 12 month periodyour Qualifying Termination for any reason other than Cause, then the you will still be entitled to receive such Consulting Period shall terminate immediately following the effective date of the Change of ControlBenefits.

Consulting Period. In During the event thatConsulting Period, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive Corporation agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as pay the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hoursbase compensation of $660,000 per year, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options payable in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes standard payroll procedures of the Stock OptionsCorporation. In addition, and with for the potential first year of the Consulting Period, the Executive will be eligible for accelerated vesting an annual bonus at a target of 50% of his target annual bonus for the last year of the Renewal Period (the "Consulting Bonus"). If the Corporation terminates the Executive's consultancy without Cause or due to the Executive's Disability or in connection with a Change the event of Control the Executive's death during the Consulting Period,, the Corporation will pay the Executive the base compensation for the balance for the Consulting Period and the Consulting Bonus at the times such payments would have otherwise been made. During the Consulting Period, the Corporation shall provide the Executive with an on-site office and secretarial support, and while the Executive is performing a consulting assignment for the Corporation, the Corporation shall continue to provide the Executive with travel-related fringe benefits commensurate with those received by the Executive during the Renewal Period while performing similar assignments as a full-time employee (i.e., reimbursement of business expenses and provision of transportation and travel accommodations). During the Consulting Period the Executive may continue to use and thereafter to retain miscellaneous personal property in his possession. The obligation of the Corporation to provide the benefits under Section 8 of this Agreement shall not be affected by the Executive's performance of services for the Corporation during the Consulting Period, and thus, by way of example and not limitation, the Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-entitled to all of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to benefits at the end of such 12 month periodthe Renewal Term or earlier if the Executive terminates his employment for any reason after the end of the Initial Term. Except as set forth herein, then the Executive should not be entitled to any additional compensation or benefits during the Consulting Period shall terminate immediately following Period. During the effective Consulting Period, the provisions of Sections 14 through 23 of this Agreement will continue to apply to the Corporation and the Executive and, except as otherwise provided herein, no other provisions of this Agreement will continue to be applicable. For purposes of Section 18(b)(3), the date of "termination of employment" shall mean the Change date on which the Executive ceases to perform consulting services for the Corporation during or upon the end of Controlthe Consulting Period.

Consulting Period. In the event that, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates Stitch Fix hereby engages Employee as a consultant for a period beginning on the first day following the Separation Date and ending on the date that is three months after of 12 months following such termination of Executive’s employment and the Employment Term Separation Date, unless terminated earlier as provided below (the “Consulting Period”). In such roleDuring the Consulting Period, Executive will advise the Chief Executive Officer Employee shall assist Stitch Fix in any area of the Company on such matters Employee’s expertise, as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by itStitch Fix on an as-needed basis up to a maximum of five hours per week (the “Consulting Services”). Employee’s relationship with Stitch Fix during the Consulting Period will be that of an independent contractor, and shall assume such other responsibilities as nothing in this Separation Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship after the Executive and the Company’s Chief Executive Officer or the Board shall mutually agreeSeparation Date. Executive Other than provided in this Separation Agreement, Employee shall not be required entitled to provide such consulting services any of the benefits that Stitch Fix may make available to its employees. Employee shall have no authority to bind Stitch Fix to any contractual obligations, whether written, oral or implied. Employee shall not represent or purport to represent Stitch Fix in any Company office manner whatsoever to any third party unless authorized by Stitch Fix, in writing, to do so. Employee shall exercise the highest degree of professionalism and utilize Employee’s expertise and creative talents in performing the Consulting Services. When providing Consulting Services, Employee shall abide by Stitch Fix’s policies and procedures. Throughout the Consulting Period, Employee may engage in employment, consulting, or other work relationships in addition to maintain any specified or minimum office hoursperforming Consulting Services for Stitch Fix. In order to protect Stitch Fix’s trade secrets and confidential and proprietary information, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive Employee shall be paid a per diem amount not obtain employment with or perform competitive work for his consulting servicesany business entity, and Executive shall be promptly reimbursed for travel, food, lodging and or engage in any other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Boardwork activity that is competitive with Stitch Fix. If the Change of Control occurs prior to the end of such 12 month period, then Employee may terminate the Consulting Period shall at any time upon written notice to the Company. Stitch Fix may terminate immediately following the effective date Consulting Period upon written notice to Employee in the event of the Change Employee’s material breach of Controlany provision of this Separation Agreement or any breach of her Confidentiality Agreement (as defined below).

Consulting Period. In the event that, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates remain as a consultant for a period of 12 months following such termination of Executive’s employment and to the Employment Term Company through September 30, 2011 (the “Consulting Period”). In such roleDuring the Consulting Period, Executive will advise Executive’s duties shall include (i) assisting the interim Chief Executive Officer of the Company on such matters as the and any successor Chief Executive Officer shall reasonably request in discharging their duties for the Company and (including advising on strategic matters and working with ii) assisting the interim Chief Executive Officer towards and/or the successful completion Compensation Committee of a Change the Board in Control evaluating individual executive performance for the purpose of establishing any bonus payouts for the second half of the Company)’s fiscal year ending on the Termination Date. During the Consulting Period, Executive shall meet with provide services as a consultant at a rate of less than 20% of the Board periodically as requested by itrate of services he performed during the three years prior to the Termination Date, thus at less than 20% of full time. The Company shall pay Executive at his current rate of base salary ($30,000 a month) for his services during the Consulting Period, provided, however that to avoid potentially adverse taxation under Internal Revenue Code Section 409A, such payment shall be delayed until and paid in full arrears on January 1, 2012. Moreover, the Company shall assume such other responsibilities as the directly pay Executive and his covered dependents’ premiums for COBRA during the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hoursConsulting Period, but agrees to make himself reasonably available and, subject to the effectiveness of the Release (as defined below) continue paying such COBRA premiums through December 31, 2011 subject to Executive timely electing COBRA continuation. The Company also shall reimburse Executive for any business expenses, preapproved by the Chairman of the Audit Committee incurred in connection with such his consulting services. As consideration work for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options the Company in accordance with the normal vesting schedule during the period Company’s policy on reimbursement of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, employee business expenses. During and with the potential for accelerated vesting in connection with a Change of Control during after the Consulting Period,), the Executive shall be paid a per diem amount for permitted to retain as his consulting servicesown personal property his Company laptop computer (once it has been cleaned of any files relating to Company business) and his Company cellphone (on the condition that billing is transferred to Executive effective July 1, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board2011. If the Change of Control occurs Company terminates the consultant relationship other than for Cause (as such term is defined in the Letter Agreement, with references to employment replaced by references to consultancy) prior to the end of such 12 month periodthe Consulting Period, then it shall remain obligated to pay Executive’s current base rate of salary through the end of the Consulting Period shall terminate immediately following (subject to the effective date of the Change of Controldelayed payment until January 1, 2012, as noted earlier).

Consulting Period. In Employee hereby resigns as the event thatCompany’s Executive Vice President, during the Employment Term and prior to a Change of Control Sales & Marketing as of the Company (as defined under Resignation Date, provided that the Option Plan), Executive’s employment hereunder is terminated by Employee agrees to remain with the Company without Cause or by Executive for Constructive Termination, and at from the time of such termination the Company is actively engaged in substantive negotiations Resignation Date through six (and has conducted more than preliminary due diligence investigations6) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term Effective Date (the “Consulting Period”). In such roleAdditionally, Executive will advise upon the Chief Executive Officer mutual consent of Company and Employee, the Company may extend the term of the Company on such matters as the Chief Executive Officer shall reasonably request Consulting Period, for which Employee will continue to be paid his current base rate of pay (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume not be entitled to any other benefits for such other responsibilities as period). During the Executive and the Company’s Chief Executive Officer or the Board Consulting Period Employee shall mutually agree. Executive shall not be required to provide such services as reasonably requested by the then current Chief Executive Officer, up to two (2) days per week, except that if Employee notifies the Company that he has become a full-time employee of another employer the consulting services will reduce to an as needed basis and scheduled to not interfere with the other employment Employee. Consulting services may include, but are not limited to, assisting with the overseeing of the successful conclusion of the implementation of the transaction agreement with Bio-Rad and the identification and execution of a pharma business partner alliance, strategic planning, and providing assistance with any pending litigation against the Company (including attending depositions and serving as a witness for the Company for any trial) (the “Consulting Services”) with any and all reasonable out-of-pocket expenses reimbursed by the Company. The times and places of performance shall be set so as to best accommodate the schedules of the Parties, and not unnecessarily interfere with (i) other employment or business ventures of Employee (including part-time employment or consulting with other businesses), and/or (ii) normal business operations of the Company. Nothing in this Agreement shall in any way be construed to constitute Employee as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Employee is not authorized to bind the Company office to any liability or obligation or to maintain represent that Employee has any specified or minimum office hourssuch authority. Employee agrees that, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive shall be paid he will not, without the prior written consent of the Company, (i) serve as a per diem amount partner, consultant, officer, director, manager, agent, associate, investor, or (ii) directly or indirectly, own, purchase, organize, or (iii) build, design, finance, acquire, lease, operate, manage, invest in, work or consult for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such servicesor otherwise affiliate himself with any business, in each case on terms mutually agreed direct competition with or otherwise similar to by the Executive and the Company’s Chief Executive Officer products or services. A business in direct competition with or otherwise similar to the Board. If Company’s products or services is defined as a business that seeks to do competitive business with existing customers of the Change Company or with customers that the Company might reasonably anticipate seeking within six months of Control occurs prior to the end of such 12 month Employee’s consulting period, then the Consulting Period shall terminate immediately following the effective date of the Change of Control.

Consulting Period. In Commencing at the event that, during the Employment Term and prior to a Change of Control end of the Company (Renewal Term, the Executive will become a nonemployee consultant and will provide consulting services to the Corporation on a non-exclusive basis as defined under the Option Plan), Executive’s employment hereunder is terminated reasonably requested by the Company without Cause or by Corporation for a one-year consulting period (the "Consulting Period") ending on March 11, 2006. During the Consulting Period, the Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to will continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer Vice Chairman of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control Board of the Company)Corporation, shall meet and will be available, at the election of the Corporation, to provide consulting services commensurate with his position, for approximately 20 hours per week, to accomplish, under the direction of the Chairman of the Board periodically as requested of Directors, a work plan developed by it, the Chairman of the Board and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or approved by the Board shall mutually agreeof Directors. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hoursDuring the Consulting Period, but the Corporation agrees to make himself reasonably available to pay the Company in connection with such consulting services. As consideration for such consulting servicesExecutive base compensation of $400,000 per year, Executive shall continue to vest in Executive’s then unvested Stock Options payable in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes standard payroll procedures of the Stock OptionsCorporation. In addition, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,, the Executive will be eligible for an annual bonus at a target of 50% of his target annual bonus applicable during the Renewal Term (the "Consulting Bonus"). If the Corporation terminates the Executive's consultancy without Cause or due to the Executive's Disability or in the event of the Executive's death during the Consulting Period, the Corporation will pay the Executive the base compensation for the balance for the Consulting Period and the Consulting Bonus at the times such payments would have otherwise been made. The Executive may terminate his consultancy for any reason or no reason effective upon 30 days written notice at any time before or during the Consulting Period, in which case the Executive shall receive a pro rata portion of his base consulting compensation and the Consulting Bonus, each reflecting the portion of the Consulting Period served. During the Consulting Period, the Corporation shall provide the Executive with an on-site office and secretarial support, and while the Executive is performing a consulting assignment for the Corporation, the Corporation shall continue to provide the Executive with travel-related fringe benefits commensurate with those received by the Executive during the Renewal Period while performing similar assignments as a full-time employee (i.e., reimbursement of business expenses and provision of transportation and travel accommodations). The obligation of the Corporation to provide the benefits under Section 8 of this Agreement shall not be affected by the Executive's performance of services for the Corporation during the Consulting Period, and thus, by way of example and not limitation, the Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-entitled to all of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to benefits at the end of such 12 month periodthe Renewal Term or earlier if the Executive terminates his employment for any reason after the date hereof. Except as set forth herein, then the Executive should not be entitled to any additional compensation or benefits during the Consulting Period shall terminate immediately following Period. During the effective Consulting Period, the provisions of Sections 14 through 22 and this paragraph (f) of this Section 26 will continue to apply to the Corporation and the Executive and, except as otherwise provided herein, no other provisions of this Agreement will continue to be applicable. For purposes of Section 18(b)(3), the date of "termination of employment" shall mean the Change date on which the Executive ceases to perform consulting services for the Corporation during or upon the end of Controlthe Consulting Period. Notwithstanding anything to the contrary herein, this paragraph (f) will be void and of no effect if the Executive's employment is terminated for any reason before the end of the Renewal Period.

Consulting Period. In The Consulting Arrangement will begin on January 1, 2019, and will initially run through December 31, 2021 (the event that, during the Employment Term “Initial Consulting Period”) and shall automatically renew for additional one year periods (each a “Successive Consulting Period”) unless otherwise terminated by either party at least 45 days prior to a Change of Control the end of the Company Initial Consulting Period or any Successive Consulting Period, as applicable (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to each a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive Duties during the Consulting Period: During the Consulting Period you will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself yourself reasonably available to the Company, to advise, counsel, assist and represent the Company as requested, providing advance notice of any dates you may be unavailable (e.g. vacation dates). Compensation during Consulting Period: An annual retainer fee of $150,000 will be paid to you promptly in connection with such consulting services. As consideration for such consulting servicesfour equal quarterly installments, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule on or after January 1, April 1, July 1 and October 1, during the period of continuous service (i.e.Initial Consultancy Period and each Successive Consultancy Period, with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control applicable. Benefits during Consulting Period: There will be no benefits provided during the Consulting Period,). Termination for Cause: During the Transition Period and the Consulting Period, as applicable, the Company may by action of the Executive Chairman or Board of Directors elect to terminate the Company’s obligations under this Letter Agreement for “Cause.” Termination for Cause shall be paid a per diem amount for his consulting servicesmade upon 30 days’ written notice, and Executive upon expiration of the 30-day notice period, all obligations of the Company to you shall cease, though monies owed and benefits due through the expiration of the 30-day notice period will be promptly reimbursed paid and provided. Cause is defined as (i) continued and deliberate neglect by you, after receipt of notice thereof, of your duties as specified herein, as the case may be, other than as a result of a physical or mental disability; (ii) conduct by you which may result in material injury to the reputation of the Company, including by way of example but not limitation, commission of a felony, bankruptcy, insolvency or general assignment for travelthe benefit of creditors; (iii) active disloyalty such as aiding a competitor, foodincluding but not limited to, lodging violating the non-compete and other outnon-solicit obligations set forth below; and (iv) your breach of pocket expenses reasonably incurred by Executive in performing such servicesconfidentiality or trade secret obligations owing to the Company as described below. F. Xxxxxxx Xxxxxxx Non-Compete and Non-Solicit: As consideration for and to induce you to enter into this Letter Agreement, in each case on terms you agree that during the Transition Period and for a period of twelve months thereafter, unless otherwise mutually agreed to in writing by the Executive and parties, you may not (i) directly or indirectly serve in an executive or sales position for an entity that competes with the Company’s Chief Executive Officer Company or the Board. If the Change of Control occurs prior to the end of such 12 month periodits subsidiaries or (ii) solicit or hire for employment, then the Consulting Period shall terminate immediately following the effective date directly or indirectly, employees of the Change of Control.Company or its subsidiaries. Confidentiality and Trade Secret Obligations: As consideration for and to induce you to enter into this Letter Agreement, you agree that:

Consulting Period. In the event thatEffective January 1, during the Employment Term and prior 2009, unless this Agreement has been renewed, Executive shall become a consultant to a Change of Control of the Company (as defined under for the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In ) beginning on such role, date and ending on December 31 of such year equal to the number of full years Executive will advise the Chief Executive Officer has served as a full-time employee of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company)after January 1, shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree2002. Executive shall not receive an annual consulting fee of $50,000 and be required to provide such perform 250 hours of consulting services in any Company office or (the “Consulting Services”) per year. The Consulting Services to maintain any specified or minimum office hoursbe provided shall be commensurate with Executive’s training, but background, experience and prior duties with the Company. Executive agrees to make himself reasonably available to the Company in connection with provide such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period Consulting Table of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control Contents Services during the Consulting Period,); provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs, as determined in good faith by Executive. In addition, Executive shall not be paid a per diem amount required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Executive’s travel time shall constitute hours of Consulting Services for his consulting servicespurposes of this Paragraph. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office, residence or at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be promptly reimbursed for travel, food, lodging all travel and other out-of pocket expenses reasonably incurred by Executive in performing such servicesrendering the Consulting Services. Other than the consulting fee, in each case on terms mutually agreed Executive shall be entitled to no further benefits from the Company. Executive shall not be entitled to engagement hereunder as a consultant if he is no longer employed by the Executive and Company at the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to the end of such 12 month period, then time the Consulting Period is to begin, unless Executive has been terminated without Cause. In the event Executive dies or becomes disabled during the Consulting Period, Executive or his legal representative shall terminate immediately following continue to receive the effective date annual consulting fee for the remainder of the Change Consulting Period. The Company’s obligation to retain Executive as a Consultant and to pay the consulting fee hereunder shall immediately terminate if Executive violates the non-competition, non-solicitation or confidentiality provisions of Controlthis Agreement, or if after such non-competition period, Executive competes during the Consulting Period.