Common use of Consulting Period Clause in Contracts

Consulting Period. Following Executive’s separation from employment from Premier for any reason except death, Executive agrees to provide consulting services to Premier for a period of twenty-four (24) months following such separation from employment (the “Consulting Period”). Executive shall be available during the Consulting Period to provide advice to Premier regarding its operations or management as Premier may reasonably request; provided, however, that Executive shall not be required to perform more than ten (10) hours of service per month for Premier during the Consulting Period and may perform such services in a manner that does not unreasonably interfere with Executive’s schedule or other post-Premier employment commitments. Moreover, provided Executive is and remains so available, during the Consulting Period, Premier shall pay Executive a reasonable consulting fee on a monthly basis at the rate of one-tenth (.10x) Executive’s then current monthly Base Salary upon his separation (the “Consulting Fee”), and Executive shall be promptly reimbursed for any expenses reasonably incurred by Executive in the performance of the services set forth in this Section 6. Notwithstanding the forgoing, except as otherwise provided in this Agreement under Section 24.c., the first Consulting Fee shall be paid on the sixtieth (60th) day following the effective date of Executive’s applicable separation from employment with Premier and will include any Consulting Fee payments for the period from the end of Executive’s employment with Premier through the first Consulting Fee payment date. The remaining Consulting Fee payments will continue thereafter for the applicable payment period. In addition, the Parties agree that despite the limited consulting obligations outlined in this Section 6, nothing in this Section should be interpreted or implemented in such a way that is otherwise inconsistent with Executive’s overall separation from service with Premier pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Consulting Period. Following Executive’s separation from employment from Premier for any reason except death, Executive agrees to provide consulting services to Premier for a period of twenty-four (24) months following such separation from employment (the “Consulting Period”). Executive shall be available during the Consulting Period to provide advice to Premier regarding its operations or management as Premier may reasonably request; provided, however, that Executive shall not be required to perform more than ten (10) hours of service per month for Premier during the Consulting Period and may perform such services in a manner that does not unreasonably interfere with Executive’s schedule or other post-Premier employment commitments. Moreover, provided Executive is and remains so available, during the Consulting Period, Premier shall pay Executive a reasonable consulting fee on a monthly basis at the rate of one-tenth (.10x) Executive’s then current monthly Base Salary upon his her separation (the “Consulting Fee”), and Executive shall be promptly reimbursed for any expenses reasonably incurred by Executive in the performance of the services set forth in this Section 6. Notwithstanding the forgoing, except as otherwise provided in this Agreement under Section 24.c., the first Consulting Fee shall be paid on the sixtieth (60th) day following the effective date of Executive’s applicable separation from employment with Premier and will include any Consulting Fee payments for the period from the end of Executive’s employment with Premier through the first Consulting Fee payment date. The remaining Consulting Fee payments will continue thereafter for the applicable payment period. In addition, the Parties agree that despite the limited consulting obligations outlined in this Section 6, nothing in this Section should be interpreted or implemented in such a way that is otherwise inconsistent with Executive’s overall separation from service with Premier pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Consulting Period. Following Executive’s separation from employment from Premier Commencing at the end of the Renewal Term, the Executive will become a nonemployee consultant and will provide consulting services to the Corporation on a non-exclusive basis as reasonably requested by the Corporation for any reason except deatha one-year consulting period (the "Consulting Period") ending on March 11, 2006. During the Consulting Period, the Executive agrees will be available, at the election of the Corporation, to provide consulting services commensurate with his position, for approximately 20 hours per week, to Premier for accomplish, under the direction of the Chairman of the Board of Directors, a period work plan developed by the Chairman of twenty-four (24) months following such separation from employment (the “Board and the Executive and approved by the Board of Directors. During the Consulting Period”), the Corporation agrees to pay the Executive base compensation of $370,000 per year, payable in accordance with the standard payroll procedures of the Corporation. Executive shall be available during the Consulting Period to provide advice to Premier regarding its operations or management as Premier may reasonably request; provided, however, that Executive shall not be required to perform more than ten (10) hours of service per month for Premier during the Consulting Period and may perform such services in a manner that does not unreasonably interfere with Executive’s schedule or other post-Premier employment commitments. Moreover, provided Executive is and remains so availableIn addition, during the Consulting Period, Premier shall 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 a reasonable consulting fee on a monthly basis the base compensation for the balance for the Consulting Period and the Consulting Bonus at the rate 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 onehis 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-tenth (.10x) Executive’s then current monthly Base Salary upon his separation (the “Consulting Fee”)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 promptly reimbursed entitled to all of such benefits at the end of the Renewal Term or earlier if the Executive terminates his employment for any expenses reasonably incurred by Executive in reason after the performance of the services date hereof. Except as set forth in herein, the Executive should not be entitled to any additional compensation or benefits during the Consulting Period. During the Consulting Period, the provisions of Sections 14 through 22 and this paragraph (f) of this Section 6. Notwithstanding 26 will continue to apply to the forgoingCorporation and the Executive and, except as otherwise provided in herein, no other provisions of this Agreement under will continue to be applicable. For purposes of Section 24.c.18(b)(3), the first Consulting Fee shall be paid on the sixtieth (60th) day following the effective date of Executive’s applicable separation from employment with Premier and will include any Consulting Fee payments "termination of employment" shall mean the date on which the Executive ceases to perform consulting services for the period from Corporation during or upon the end of the Consulting Period. Notwithstanding anything to the contrary herein, this paragraph (f) will be void and of no effect if the Executive’s 's employment with Premier through is terminated for any reason before the first Consulting Fee payment date. The remaining Consulting Fee payments will continue thereafter for the applicable payment period. In addition, the Parties agree that despite the limited consulting obligations outlined in this Section 6, nothing in this Section should be interpreted or implemented in such a way that is otherwise inconsistent with Executive’s overall separation from service with Premier pursuant to Section 409A end of the Internal Revenue Code of 1986, as amended (the “Code”)Renewal Period.

Consulting Period. Following Executive’s separation from employment from Premier for any reason except death, Executive agrees to provide consulting services to Premier for a period of twenty-four (24) months following such separation from employment (the “Consulting Period”). Executive shall be available during the Consulting Period to provide advice to Premier regarding its operations or management as Premier may reasonably request; provided, however, that Executive shall not be required to perform more than ten (10) hours of service per month for Premier during the Consulting Period and may perform such services in a manner that does not unreasonably interfere with Executive’s schedule or other post-Premier employment commitments. Moreover, provided Executive is and remains so available, during the Consulting Period, Premier shall pay Executive a reasonable consulting fee on a monthly basis at the rate of one-tenth (.10x) of Executive’s then current monthly Base Salary upon his separation (the “Consulting Fee”), and Executive shall be promptly reimbursed for any expenses reasonably incurred by Executive in the performance of the services set forth in this Section 6. Notwithstanding the forgoing, except as otherwise provided in this Agreement under Section 24.c., the first Consulting Fee shall be paid on the sixtieth (60th) day following the effective date of Executive’s applicable separation from employment with Premier and will include any Consulting Fee payments for the period from the end of Executive’s employment with Premier through the first Consulting Fee payment date. The remaining Consulting Fee payments will continue thereafter for the applicable payment period. In addition, the Parties agree that despite the limited consulting obligations outlined in this Section 6, nothing in this Section should be interpreted or implemented in such a way that is otherwise inconsistent with Executive’s overall separation from service with Premier pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Consulting Period. Following Immediately following the end of the Employment Period (unless the Executive’s separation from employment from Premier is terminated for any reason except deathCause or the Executive terminates his employment without Good Reason, Executive agrees to provide consulting services to Premier or dies or is Disabled) and for a period of twenty-four (24) months following such separation from employment five years thereafter (the “Consulting Period”), the Executive shall, when and as requested by the Chief Executive Officer of the Company and subject to his reasonable availability, provide services and advice to the Company as a consultant and shall participate in external activities and events for the benefit of the Company not to take up more than 20% of the Executive’s business time and attention. The Consulting Period shall terminate without further liability to the Company in the event that it is determined that the Executive is in violation of Section 9(c), (d) or (e), as determined pursuant to the procedures set out in Section 9(i), whether or not during the Restricted Period. During the Consulting Period, the Executive shall receive annual compensation of $1,000,000, payable monthly, which shall be available during the referred to herein as “Consulting Period to provide advice to Premier regarding its operations or management as Premier may reasonably request; provided, however, that Executive shall not be required to perform more than ten (10) hours of service per month for Premier during the Compensation.” The Consulting Period and may perform such Compensation shall be the only compensation the Executive receives from the Company for his performance of services in as a manner that does not unreasonably interfere with Executive’s schedule or other post-Premier employment commitmentsconsultant. Moreover, provided Executive is and remains so availableIf, during the Consulting Period, Premier the Company shall terminate the Executive’s consulting arrangement for any reason (unless the Executive’s consulting arrangement is terminated for Cause or the Executive terminates his employment without Good Reason, or dies or is Disabled, with the definitions of “Cause,” “Good Reason,” and “Disabled” to be adjusted to reflect the facts of his consulting arrangement), the Company shall pay the Executive in a reasonable consulting fee on a monthly basis at lump sum in cash within 30 days after such termination date the rate sum of one-tenth (.10x1) the Executive’s then current monthly Base Salary upon his separation (Consulting Period Compensation through such termination date to the “Consulting Fee”)extent not theretofore paid, and (2) all compensation the Executive shall be promptly reimbursed for any expenses reasonably incurred by Executive in would have received during the performance remainder of the services set forth in this Section 6. Notwithstanding the forgoing, except as otherwise provided in this Agreement under Section 24.cConsulting Period had his consulting arrangement not been terminated., the first Consulting Fee shall be paid on the sixtieth (60th) day following the effective date of Executive’s applicable separation from employment with Premier and will include any Consulting Fee payments for the period from the end of Executive’s employment with Premier through the first Consulting Fee payment date. The remaining Consulting Fee payments will continue thereafter for the applicable payment period. In addition, the Parties agree that despite the limited consulting obligations outlined in this Section 6, nothing in this Section should be interpreted or implemented in such a way that is otherwise inconsistent with Executive’s overall separation from service with Premier pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).