Consulting Services. Employee shall perform the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period"). (a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following: (i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters. (ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO. (iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons. (b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement. (c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices. (d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities. (e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly. (f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time. (g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing. (h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period. (i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that: (i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement; (ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach; (iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company; (iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude; (v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or (vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 2 contracts
Samples: Employment Agreement (Sturm Ruger & Co Inc), Employment Agreement (Sturm Ruger & Co Inc)
Consulting Services. Employee shall perform 1.1 The Company hereby engages the Consultant to provide the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms and conditions of this Agreement, make an annual grant Agreement and the Consultant hereby accepts such engagement.
1.2 The Consultant agrees to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed act as the CEO Chief Technical Officer of the Company, reporting directly to the Company’s Chief Executive Officer and the Company’s board of directors (the “Board”), and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services, subject to the supervision and control of the Board (the "Consulting Services"):
(a) Establishing the Company’s technical vision and leading all aspects of technology development in accordance with the Company’s strategic direction and grown objectives;
(b) Overseeing all aspects of research and development, technology development, and securing proprietary intellectual property rights, including patents and trade secrets;
(c) Lead the Company’s strategy for technology platforms, partnerships and external relationships as well as building and managing the Company’s technology teams;
(d) Establishing technical standards and ensuring adherence to those standards;
(e) Leading the Company in anticipating and reacting to major technology changes and developing technology contingency plans;
(f) Supervising the development of technology products and systems and facilitating their entry to market;
(g) Working with the Company’s executive team to assess and recommend technologies to customers and potential customers of the Company and Employee shall amend Employee's existing RSU award agreements assisting the Company’s marketing efforts as needed; and
(d) performing such other duties and observing such instructions as may be reasonably assigned from time to time by or on behalf of the "Existing RSU Agreements") to reflect Board in the foregoingConsultant’s capacity as Chief Technical Officer provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan.
(h) It is understood 1.3 The Consultant shall devote such attention and agreed energies to the business affairs of the Company as may be reasonably necessary for the discharge of his duties as Chief Technical Officer, provided that, subject to the terms and conditions set out in this Agreement, the Consultant may engage in reasonable investment, business and other activities that Employee shall do not interfere with the Consultant's obligations hereunder.
1.4 The Consultant will at all times be an independent contractor in and the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall Consultant will not be eligible deemed to participate in, and shall not be eligible for benefits under, any an employee of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee . The Consultant shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed taxes or deductions as required to by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, remitted in the event that:
(i) Employee fails to perform or is negligent in the performance Consultant’s country of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Causedomicile.
Appears in 2 contracts
Samples: Technology Transfer Agreement (Poly Shield Technologies Inc.), Management Consulting Agreement (Poly Shield Technologies Inc.)
Consulting Services. Employee shall perform ER hereby retains Consultant, and Consultant hereby agrees to provide consulting services to ER for the Consulting Services Term (as defined in SECTION 1.5 below), upon the terms and subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
to (a) Employee use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall provide consulting, advisory and other services (collectively, the "Consulting Services") have no authority or power to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available bind or commit ER to the Company's CEO and the other members agreements of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
any kind; (ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements incur any debt, obligation or liability or enter into any contract or commitment on behalf of the Company's new CEO.
ER; or (iii) Employee alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall work with the Company's executive team to maintain the Company's relationships with (and shall cause its shareholders directors, officers, employees and customers, including distributors agents to) faithfully and retailers of the Company's products, firearms industry groups diligently perform its duties and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period responsibilities hereunder in a good and competent businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to exercise his professional skill phone messages and judgment in accordance with good business practices.
emails; and (d) Subject keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the provisions of Section 11 belowservices provided to ER pursuant to this Agreement. Consultant agrees to comply with, during the Consulting Period Employee shall and be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Periodbound by, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense operational policies, as in effect from time to time.
(g) The Company shall, subject to the approval procedures and practices of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as ER in effect from time to time. During the Consulting Period Employee Consultant shall not be solely responsible entitled to any additional benefits or monetary or non-monetary compensation for his compliance with all economicservices rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, operational, safety, insurance expense and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company supervision and shall have no further obligation claim against ER for salaries, commissions or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Periodexpenses.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 2 contracts
Samples: Consulting Agreement (Essential Reality Inc), Consulting Agreement (Essential Reality Inc)
Consulting Services. Employee During the Term, Consultant shall perform be engaged to cause Consultant's Representative to serve as the Consulting Services Science Director and the Chairman of the Scientific Advisory Board of the Company and/or in such other position or capacity as the Company and Consultant shall agree in writing (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to ). It is understood and agreed that the Company at the request scope of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(ia) Employee shall make himself available Causing the Consultant's Representative to serve as the Company's CEO Science Director and the other Chairman of the Scientific Advisory Board of the Company;
(b) Reviewing technological developments that are in the Company's best interest and reporting the same to the Company on a periodic basis;
(c) Acting as principal investigator and providing recommendations to the Company for future clinical research applications for the Company's technologies;
(d) Providing instruction and assistance to the Company for all technical and medical aspects of FDA submissions and compliance, including, without limitation, assistance with regard to regulatory approval of products;
(e) Providing instruction and assistance to the Company for all technical and medical aspects of marketing;
(f) Causing Consultant's Representative to represent the Company at strategic meetings or conferences as Science Director, upon reasonable notice by the Company;
(g) Organizing telephonic, electronic and person to person meetings with the members of the Company's executive team upon Scientific Advisory Board, as requested by the request thereof Company;
(h) Causing Consultant's Representative to advise be available to attend the Company's Board of Directors (the "Board") meetings;
(i) Responding to questions and inquiries made by the Company, either orally or in writing, as the same may be requested from time to time;
(j) Providing reasonable endorsement of products;
(k) Advising the Company on strategic new product development;
(l) Providing periodic reports as to the Consulting Services and, if requested in writing, providing time sheets indicating the amount of time expended and the area of Consultant's services that consumed the time;
(m) Performing and providing direction for research and development of electromagnetic and other executive matterssystems, equipment, or devices for therapeutic purposes ("Devices"), including, without limitation, the commercial exploitation thereof by developing any such Devices.
(iin) Employee shall work Performing tests and providing recommendations with respect to signal configurations for the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements optimization of the Company's new CEO.Devices;
(iiio) Employee shall work with Directing clinical and basic research projects related to the Company's executive team to maintain the Company's relationships with its shareholders and customerseffect of EMF therapy upon pain, including distributors and retailers of the Company's productsedema, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereofblood circulation, and his participation tissue and bone growth and repair in any activities related theregeneral, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Boardand, including, but not limited to, serving on corporate and charitable boards for other entities.the oral cavity;
(ep) As consideration Providing direction to the Company for future clinical and research applications of its technology;
(q) Preparing and tracking all patent applications that Consultant, in consultation with the Company's officers, deem are necessary for the Company's successful operation;
(r) Communicating with other professionals employed or retained by the Company;
(s) Developing, on a periodic basis, a detailed budget for all proposed research, together with time frames and bench xxxx goals, which shall be submitted to the Company's Chief Financial Officer, the Chairman of the Board and other executive officers of the Company in a timely manner; and
(t) Reporting on all on-going research on at least a monthly basis, describing the progress of the research and identifying how the research is progressing in comparison to the budget, time frames, and goals. Consultant shall cause Consultant's Representative to perform such duties as are consistent with the Consulting Services. Consultant shall, and shall cause the Consultant's Representative to, render the Consulting Services conscientiously and devote its and their best efforts and abilities thereto, it being acknowledged that the Consulting Services shall be non-exclusive, subject to Consultant's and Consultant's Representative's compliance with the terms and provisions of this Agreement, including, without limitation, Section 10 below. Consultant shall observe, and cause Consultant's Representative to observe, all applicable policies and directives promulgated from time to time by the Company for independent contractors. Consultant shall not be required to cause Consultant's Representative to perform any duties that would, or would be likely to, result in non-compliance with or violation of any applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement. The Consulting Services will be principally performed in Oakland, New Jersey and at such other location as Consultant and the Company mutually agree. Consultant shall cause Consultant's Representative to devote at least 450 hours during each three (3) month period of the Term to the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for CauseConsultant.
Appears in 1 contract
Consulting Services. Employee shall perform The Company hereby agrees to retain the Consulting Services (Executive as defined below) during a consultant, and the Executive hereby agrees to be retained by the Company, upon the terms and subject to the conditions hereof for the period beginning commencing on the Transition Date of Termination and ending on December 31the three-month anniversary of the Date of Termination, 2026 unless earlier terminated pursuant to this Section 4 (such period, the "“Consulting Period"”).
(a) Employee shall provide consulting, advisory and other services (collectively. During the Consulting Period, the "Consulting Services") Executive shall perform consulting services for up to five days per month, at the Company’s election, and shall be compensated at a gross rate of $1,500 for each such day that the Company elects to engage the Executive; provided, however, that if the Company and Executive so agree, the Executive may be retained for more than five days per month and shall be compensated for each additional hour of consulting services performed by the Executive at a rate of $200 per hour. Subject to the Company at the request prior approval of the Company, including making recommendations on strategy Company and helping to ensure a smooth transition in accordance with Section 19 of the Company's leadership. The Consulting Services shall include, without limitationAgreement, the following:
(i) Employee Company shall make himself available to reimburse the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work Executive in accordance with the Company's executive team to maintain the Company's relationships with its shareholders ’s policies and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed procedures for all proper expenses incurred by the Company and Employee, but shall not exceed thirty (30) business days Executive in any twelve (12) month period the performance of his consulting duties during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in In accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") Executive shall comply with reasonable requests for the Company's common stockExecutive’s consulting services and shall devote his reasonable best efforts, par value $1.00 per share, at a level consistent with the time-based skill and performance-based RSU grants made to Employee in 2024. The terms applicable attention to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to performance of such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Boardconsulting services; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award nothing in this Section 4 shall include the same criteria. Further, all RSU awards previously made preclude Executive from accepting employment with or providing services to Employee any other person or entity (provided such employment or services are not prohibited by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, Section 10 hereof) and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed agrees that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee consulting services requested hereunder shall not be eligible to participate in, interfere with Executive’s employment or services. The Executive shall take his direction as a consultant solely from the Company’s Board of Directors or Chief Executive Officer and President and shall not be eligible for benefits under, interact with any of the Company's employee benefit plans ’s other employees or programsdirectors in his capacity as a consultant, provided that during except to the Consulting Period Employee shall be eligible extent he is directed to participate in any benefit plan arrangements offered do so by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance Board of Directors or Chief Executive Officer and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting PeriodPresident.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 1 contract
Samples: Separation Agreement (Streamline Health Solutions Inc.)
Consulting Services. Employee shall perform the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee Effective on the date of the retirement of the Consultant as the President and Chief Executive Officer of Donegal Mutual and DGI or such earlier date on which the Companies shall make himself available have terminated the employment of the Consultant as President and Chief Executive Officer of the Companies under the Employment Agreement for other than Cause or the Death or Permanent Disability of the Consultant or the date on which the Consultant shall have terminated the employment of the Consultant as President and Chief Executive Officer of the Companies under the Employment Agreement for Good Reason (the “Effective Date”) and except as otherwise provided in this Agreement, this Agreement shall supersede and replace the Employment Agreement and the Companies shall thereupon retain the Consultant to provide consulting services to the Company's CEO Companies and the other members Boards in accordance with the terms and conditions set forth in this Agreement and the Consultant agrees to provide consulting services to the Companies and the Boards in accordance with the terms and conditions set forth in this Agreement. Donegal Mutual and DGI shall be jointly and severally liable to the Consultant with respect to (i) all liabilities of Donegal Mutual to the Company's executive team upon Consultant under this Agreement and (ii) all liabilities of DGI to the request thereof Consultant under this Agreement; provided, however, that Donegal Mutual shall not be responsible for any liability of DGI to advise on strategic the Consultant to the extent that DGI has discharged such liability, and other executive mattersDGI shall not be responsible for any liability of Donegal Mutual to the Consultant to the extent that Donegal Mutual has discharged such liability.
(ii) Employee The term of this Agreement shall work with commence upon the Board Effective Date and end on the Company's CEO to formulate plans which will help to facilitate the transitional requirements fifth anniversary of the Company's new CEO.
(iii) Employee shall work with Effective Date, unless the Company's executive team to maintain Companies earlier terminate the Company's relationships with its shareholders and customers, including distributors and retailers retention of the Company's productsConsultant for Cause, firearms industry groups and media organizations and participate as defined in meetings and outreach events with such Personsthis Agreement, the death of the Consultant or the Permanent Disability of the Consultant.
(b) Employee's level Unless this Agreement otherwise provides or pursuant to the mutual agreement of service during the Consulting Period Companies and the Consultant, all of the terms and conditions of this Agreement shall be as mutually agreed by continue in full force and effect throughout the Company Term and, with respect to those terms and Employeeconditions that apply after the Term, but shall not exceed thirty (30) business days in any twelve (12) month period during after the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this AgreementTerm.
(c) Employee agrees to perform Notwithstanding paragraph 1(a) of this Agreement, the Consulting Services contemplated during Companies, by action of the Consulting Period Boards and effective as specified in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject written notice thereof to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company Consultant in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting PeriodConsultant’s retention under this Agreement at any time during the Term, in its discretionfor Cause or for other than for Cause or on account of the Consultant’s Death or Permanent Disability, in subject to the event that:provisions of this paragraph 1.
(i) Employee fails to perform or is negligent As used in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which “Cause” shall mean (A) the Consultant’s willful and continued failure substantially to provide consulting services to with the Companies as set forth in this Agreement, or the commission by the Consultant of any activities constituting a willful violation or breach has not been cured under any material federal, state or local law or regulation applicable to the satisfaction activities of the Board within fifteen (15) days Donegal Mutual, DGI or their respective subsidiaries and affiliates, in each case, after the Board receives notice of such breach;
failure, breach or violation from the Companies to the Consultant and a reasonable opportunity for the Consultant to cure such failure, breach or violation in all material respects, (iiiB) Employee is convicted fraud, breach of a crime involving moral turpitudefiduciary duty, dishonesty, theftmisappropriation or other actions by the Consultant that cause intentional material damage to the property or business of Donegal Mutual, fraud, embezzlement, unethical business conductDGI or their respective subsidiaries and affiliates, or conduct (C) the Consultant’s inability to render consulting services such that materially impairs or injures the reputation of or xxxxx Consultant is substantially unable to perform the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's Consultant’s duties under this Agreement, including, but not limited to, misappropriation of funds Agreement in all material respects other than for physical or property of the Company, securing mental impairment or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Causeillness.
Appears in 1 contract
Consulting Services. Employee (a) After the Closing Date, the Products Company shall provide to the Services Company the Consulting Services during the applicable Services Period, as set forth on SCHEDULE 1 hereto.
(b) The Products Company will perform, or will ensure that the Consulting Services are performed as set forth on SCHEDULE 1 hereto, in a manner which is substantially similar in nature, quality and timeliness to those provided to the Services Business during fiscal year 1996 prior to the Closing Date; provided that except as required by Section 6(d) hereof, the Products Company will not be required to perform or to cause to be performed any of the Consulting Services for the benefit of any third party or any other entity other than the Services Company. The Products Company makes no other warranties, express or implied, with respect to the Consulting Services. To the extent that the Services Company wishes the Products Company to provide any Consulting Service not listed on SCHEDULE 1, the Products Company may, in its sole discretion and at its sole option as determined by the Board of Directors of the Products Company, provide such Consulting Service or cause such Consulting Service to be provided to the Services Company, during the Services Period and at a charge to be agreed upon by the Boards of Directors of the Services Company and the Products Company.
(c) The Products Company shall not be obligated to perform or to cause to be performed any Consulting Service in a volume or quantity which exceeds the historical volumes or quantities of Consulting Services performed for the Services Business. In the event of non-performance of any Consulting Service due to Force Majeure (as hereinafter defined), the parties agree to work together in good faith to arrange for an alternative means by which the Services Company may obtain, at the Services Company's sole cost, the Consulting Services so affected.
(d) Consulting Services provided pursuant to the terms of this Agreement shall be charged as set forth on SCHEDULE 1.
(e) At the Services Company's request, the Products Company shall allow the Services Company reasonable access to the Products Company's employees that perform the Consulting Services (as defined belowthe "Products Personnel") during the period beginning on term of this Agreement for the Transition Date and ending on December 31, 2026 (such period, purpose of assisting the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, Services Company in the "Consulting Services") to the Company at the request operation of the Company, including making recommendations on strategy Services Business and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform transferring the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions Services Company or to third parties designated by the Services Company. The Services Company agrees to schedule such access so as to minimize disruption to such the Products Personnel's employment obligations to the Products Company. the Services Company will reimburse the Products Company, promptly following the Products Company's request and receipt of Section 11 belowsupporting documentation, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct any out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Products Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with such assistance provided by the performance of any of Employee's duties under this Agreement, Products Personnel (including, but not limited towithout limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Causedocumented reasonable travel expenses).
Appears in 1 contract
Samples: Intercompany Services Agreement (Bluestone Software Inc)
Consulting Services. Employee (a) Upon the terms and subject to the conditions contained in this Agreement, the Company hereby agrees to engage the Consultant, and the Consultant hereby agrees to perform financial management and consulting services in order to assist the Company in meeting its short-term and long-term financial and strategic goals.
(b) The Consultant and the Company shall agree on the scope and extent of the services to be performed by the Consultant. The Consultant shall perform such services subject to Federal and state securities laws and regulations, and applicable rules, regulations and policies of the Consulting Services National Association of Securities Dealers, Inc. (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting PeriodNASD"), and the Securities and Exchange Commission (the "Commission").
(ac) Employee shall provide consulting, advisory and other services (collectivelyWithout limiting the generality of the foregoing, the "Consulting Services"Consultant's services shall include the following:
(i) to attending meetings of the Company Company's Board of Directors of committees thereof, when requested by the Company;
(ii) at the request of the Company, including making recommendations reviewing, analyzing and reporting on strategy proposed business opportunities, and helping to ensure a smooth transition of attending meetings regarding the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.same;
(iii) Employee shall work consulting with the Company's executive team to maintain the Company's relationships with its shareholders Company concerning on-going strategic corporate planning and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.long-term investment policies; and
(biv) Employee's level of service during the Consulting Period shall be as mutually agreed by consulting with the Company and Employeeadvising and assisting the Company in identifying, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubtstudying and evaluating merger, Employee's service on the Board acquisition, joint venture, strategic alliance, recapitalization and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practicesrestructuring proposals.
(d) Subject to the provisions of Section 11 belowThe Consultant agrees that, during the Consulting Period Employee term of this Agreement, the Consultant shall devote sufficient time and effort on behalf of the Company as shall be entitled necessary to pursue other business activities in addition effect the intents and purposes of this Agreement. The Consultant will, at all times, faithfully and to his Consulting Services hereunder and his services as a member the best of the BoardConsultant's experience and abilities, includingperform all duties that may be required of the Consultant pursuant to the terms of this Agreement. The Company expressly acknowledges and agrees that the Consultant's efforts shall be on a "best-efforts" basis and the Consultant has not, but cannot limited toand does not, serving guarantee that the Consultant's efforts will have any impact on corporate and charitable boards for other entitiesthe Company's business or that any subsequent financial improvement will result from his efforts.
(e) As consideration for The Consultant agrees that the performance Consultant is not the agent of the Consulting Services during the Consulting Period, Company and has no power or authority to bind the Company to any agreement, transaction or other commitment, and the Consultant shall pay not represent or warrant to Employee Five Hundred Thousand Dollars ($500,000) per annumthe contrary to any third party. The Company has the sole right, payable monthlyin the exercise of its business judgment and discretion, to approve or disapprove of any agreement, transaction or commitment introduced by the Consultant.
(f) The Company Consultant shall reimburse Employee for all reasonable out-of-pocket travel expenses and not issue any press releases or other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for public statement regarding the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with without the Company's travel and expense policies, as in effect from time to timeprior written approval.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 1 contract
Samples: Consulting Agreement (Touchstone Applied Science Associates Inc /Ny/)
Consulting Services. Employee shall perform 1.1 The Company hereby engages the Consultant to provide the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms and conditions of this AgreementAgreement and the Consultant hereby accepts such engagement.
1.2 The Consultant agrees to perform the duties generally attributable to a Senior Vice President, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO Investor Affairs of the Company, reporting directly to the Company’s Chief Executive Officer (the “CEO”) and the Company’s Chief Financial Officer (the “CFO”), and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services, subject to the supervision and Employee shall amend Employee's existing RSU award agreements control of the CEO and the CFO (the "Existing RSU AgreementsConsulting Services")
(a) Respond to reflect investor inquiries;
(b) Assist the foregoingCompany in making an application to list its securities on NASDAQ or other stock exchanges;
(c) Promoting the Company to retail brokers;
(d) Assist the Company with presentations to potential institutional equity hedge funds, money managers, registered investment advisors, and microcap funds; and
(e) performing such other duties and observing such instructions as may be reasonably assigned from time to time by or on behalf of the CEO and the CFO in the Consultant’s capacity to perform the duties generally attributable to a Senior Vice President, Investor Relations, provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan.
(h) It is understood 1.3 The Consultant shall devote such attention and agreed that Employee shall energies to the business affairs of the Company as may be reasonably necessary for the discharge of his duties as Senior Vice President, Investor Relations, provided that, subject to the terms and conditions set out in this Agreement, the Consultant may engage in investment, business and other activities.
1.4 The Consultant will at all times be an independent contractor in and the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall Consultant will not be eligible deemed to participate inbe an employee, and shall not be eligible for benefits under, any officer or director of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee . The Consultant shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance all taxes or deductions as required, or remitted in the Consultant’s country of domicile.
1.5 The Consultant shall comply with all economic, operational, safety, insurance and other requirements imposed by applicable federal, state and local laws, statutes and regulations and the lawful requirements and directions of any governmental or local law administrative authority having jurisdiction with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, including, without limitation, the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934, each as amended (the “Securities Act” and the “Exchange Act,” respectively) and any applicable state securities laws, and agrees to indemnify the Company shall have no further obligation against all claims, loss, damages and expenses incurred by the Consultant's violation of any laws, statutes or liability to Employee pursuant to regulations.
1.6 The Consultant is not a registered broker or dealer under the Exchange Act or under any other applicable securities laws, and, will not during the term of this Agreement, engage in any activities that would require the Consultant to register as a broker or dealer under the Exchange Act or under any other applicable securities laws.
1.7 The Consultant will not make any representations concerning the Company without the prior authorization of both the CEO and the CFO, and the Consultant will not knowingly make any untrue statement of a material fact regarding the Company, nor knowingly omit to state a material fact required to be stated or necessary to make any statement by the Consultant not misleading.
1.8 The Consultant will not, without the prior authorization of both the CEO and the CFO, distribute any materials or make any representations about the Company, its business or its prospects, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection ’s public filings with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of United States Securities and Exchange Commission (the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause“SEC”).
Appears in 1 contract
Samples: Consulting Agreement (Triton Emission Solutions Inc.)
Consulting Services. Employee shall perform 1.1 The Company hereby engages the Consultant to provide the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms and conditions of this AgreementAgreement and the Consultant hereby accepts such engagement.
1.2 The Consultant agrees to perform the duties generally attributable to a Vice President, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO Investor Affairs of the Company, reporting directly to the Company’s Chief Executive Officer (the “CEO”) and the Company’s Chief Financial Officer (the “CFO”), and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services, subject to the supervision and Employee shall amend Employee's existing RSU award agreements control of the CEO and the CFO (the "Existing RSU AgreementsConsulting Services")
(a) Respond to reflect investor inquiries;
(b) Assist the foregoingCompany in making an application to list its securities on NASDAQ or other stock exchanges;
(c) Promoting the Company to retail brokers;
(d) Assist the Company with presentations to potential institutional equity hedge funds, money managers, registered investment advisors, and microcap funds; and
(e) performing such other duties and observing such instructions as may be reasonably assigned from time to time by or on behalf of the CEO and the CFO in the Consultant’s capacity to perform the duties generally attributable to a Vice President, Investor Relations, provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan.
(h) It is understood 1.3 The Consultant shall devote such attention and agreed that Employee shall energies to the business affairs of the Company as may be reasonably necessary for the discharge of his duties as Vice President, Investor Relations, provided that, subject to the terms and conditions set out in this Agreement, the Consultant may engage in investment, business and other activities.
1.4 The Consultant will at all times be an independent contractor in and the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall Consultant will not be eligible deemed to participate inbe an employee, and shall not be eligible for benefits under, any officer or director of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee . The Consultant shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance all taxes or deductions as required, or remitted in the Consultant’s country of domicile.
1.5 The Consultant shall comply with all economic, operational, safety, insurance and other requirements imposed by applicable federal, state and local laws, statutes and regulations and the lawful requirements and directions of any governmental or local law administrative authority having jurisdiction with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, including, without limitation, the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934, each as amended (the “Securities Act” and the “Exchange Act,” respectively) and any applicable state securities laws, and agrees to indemnify the Company shall have no further obligation against all claims, loss, damages and expenses incurred by the Consultant's violation of any laws, statutes or liability to Employee pursuant to regulations.
1.6 The Consultant is not a registered broker or dealer under the Exchange Act or under any other applicable securities laws, and, will not during the term of this Agreement, engage in any activities that would require the Consultant to register as a broker or dealer under the Exchange Act or under any other applicable securities laws.
1.7 The Consultant will not make any representations concerning the Company without the prior authorization of both the CEO and the CFO, and the Consultant will not knowingly make any untrue statement of a material fact regarding the Company, nor knowingly omit to state a material fact required to be stated or necessary to make any statement by the Consultant not misleading.
1.8 The Consultant will not, without the prior authorization of both the CEO and the CFO, distribute any materials or make any representations about the Company, its business or its prospects, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection ’s public filings with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of United States Securities and Exchange Commission (the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause“SEC”).
Appears in 1 contract
Samples: Consulting Agreement (Triton Emission Solutions Inc.)
Consulting Services. Employee shall perform 1.1 The Company hereby engages the Consultant to provide the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms and conditions of this Agreement, make an annual grant Agreement and the Consultant hereby accepts such engagement.
1.2 The Consultant agrees to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed act as the CEO Senior Vice President of Business Development of the Company, reporting directly to the Company’s Chief Executive Officer and the Company’s board of directors (the “Board”), and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services, subject to the supervision and control of the Board (the "Consulting Services"):
(a) Establishing the Company’s development into other territories;
(b) Overseeing all aspects of the development of the Company into other territories and the creation of subsidiaries if required;
(c) Working with the Chief Technical Officer of the Company in reviewing other products that may complement the Company’s current technology, partnerships or potential joint ventures;
(d) Working with the Chief Technical Officer of the Company in anticipating and reacting to major technology changes and developing technology contingency plans;
(e) Working with the Company’s executive team to assess and recommend technologies to customers and potential customers of the Company and Employee shall amend Employee's existing RSU award agreements assisting the Company’s marketing efforts as needed; and
(d) performing such other duties and observing such instructions as may be reasonably assigned from time to time by or on behalf of the "Existing RSU Agreements") to reflect Board in the foregoingConsultant’s capacity as Senior Vice President of Business Development provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan.
(h) It is understood 1.3 The Consultant shall devote such attention and agreed energies to the business affairs of the Company as may be reasonably necessary for the discharge of his duties as Senior Vice President of Business Development, provided that, subject to the terms and conditions set out in this Agreement, the Consultant may engage in reasonable investment, business and other activities that Employee shall do not interfere with the Consultant's obligations hereunder.
1.4 The Consultant will at all times be an independent contractor in and the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall Consultant will not be eligible deemed to participate in, and shall not be eligible for benefits under, any an employee of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee . The Consultant shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed taxes or deductions as required to by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, remitted in the event that:
(i) Employee fails to perform or is negligent in the performance Consultant’s country of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Causedomicile.
Appears in 1 contract
Samples: Management Consulting Agreement (Poly Shield Technologies Inc.)
Consulting Services. Employee shall perform 2.1 The Company hereby agrees to engage the Consulting Services (as defined below) during Consultant and, by its execution hereof, the period beginning Consultant hereby agrees to be so engaged and to serve the Company on the Transition Date terms and ending on December 31conditions herein contained.
2.2 The Consultant may at any time and from time to time designate such employee or employees of the Consultant, 2026 (such periodacceptable to the Company, to be engaged by the Consultant for the performance of the services to be rendered by the Consultant under the terms of this agreement for the benefit of the Company. Such employee or employees being hereinafter referred to as the "Consulting PeriodDesignated Employee"), which term shall include the plural.
(a) Employee shall 2.3 The Consultant hereby designates a designated employee to provide consulting, advisory the management and other services (collectively, the "Consulting Services") required to be provided hereunder to the Company at and the request Company hereby accepts such designation. The Consultant hereby specifically agrees that it shall employ Sutcliffe and appoint him as the Designated Employee to provide the management and other services hereunder and the Consultant further acknowledges that the Company is entering into this agreement with the Consultant on the specific condition and representation that Sutcliffe shall always be available as a Designated Employee.
2.4 The Consultant agrees to employ the Designated Employee as its employee and otherwise provide to the Company management and other services upon the terms set forth herein.
2.5 Subject to the exclusive authority of the Board of Directors over the management of all aspects of the business and affairs of the Company, including making recommendations on strategy the Consultant agrees to cause the Designated Employee to, and helping the Designated Employee hereby agrees to ensure a smooth transition render management and other services to the Company to effect the evaluation and implementation of necessary changes in respect of the ordinary and usual business and affairs of the Company's leadership. The Consulting Services shall include, without limitationWithout limiting the generality of the foregoing, the following:
(i) Employee shall make himself available initial tasks are anticipated to be in the nature of preserving the Company treasury until sales are proven, reducing unnecessary overhead expenses, evaluating the Company's CEO and the other members of current business model, refocusing value propositions, rigorously managing the Company's executive team upon sales process and incurring expenses only insofar as necessary to support initial sales. In rendering their services hereunder, the request thereof Consultant and the Designated Employee shall have all the power and authority necessary to advise on strategic render such services. Notwithstanding the foregoing, the Consultant and the Designated Employee shall not, in connection with the rendering of their services hereunder, enter into any agreement, commitment or arrangement with or pay any fees or other executive mattersamounts to any person not dealing at arm's length with the Consultant and the Designated Employee without first disclosing the nature of such relationship to the Board of Directors and obtaining its express written approval of such agreement, commitment, arrangement or payment.
(ii) Employee shall work with 2.6 The Board of Directors of the Board Company may from time to time determine any changes to, additions to, or deletions from the Consultant's services required hereunder and the CompanyDesignated Employee's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEOresponsibilities, duties and authority as reflected in this agreement.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be 2.7 Except as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 expressly permitted below, during the Consulting Period term of this agreement, including any renewal thereof, the Consultant shall cause the Designated Employee to, and the Designated Employee shall devote his entire working time and attention to the business and affairs of the Company and shall faithfully and diligently serve and endeavour to further the interests of the Company. Throughout such term, the Consultant shall cause the Designated Employee not to, and the Designated Employee agrees not to enter into the services of or be entitled employed in any capacity or for any purpose whatsoever by any person other than the Consultant and/or the Company and the Consultant shall cause the Designated Employee not to, and the Designated Employee shall not engage in any business, enterprise or undertaking other than hereunder without the prior written consent of the Board of Directors. Notwithstanding the foregoing, nothing herein shall be construed so as to pursue other business activities in addition to prevent Sutcliffe from carrying out his Consulting Services hereunder and his services duties as a member of the Board, including, but board of directors of a not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) profit Ontario sports club approximately several hours per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Boardmonth; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and provided further that nothing in this Agreement agreement shall in any way be construed so as to give rise prevent the Consultant or the Designated Employee from making investments of a strictly passive nature so long as the undertaking forming the subject matter of any such investment is not competitive with the business or undertaking from time to an employment relationship between time carried on by the Company and Employee during provided further that such investments, when considered together, are not of a type or in an amount such as would conflict with the Consulting Period. Employee understands timely and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted efficient performance by the Company to Consultant or the Designated Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Periodtheir duties hereunder.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 1 contract
Samples: Consulting Agreement (Storage Access Technologies Inc)
Consulting Services. Employee 3.1. The Consultant shall perform assist and advise the Consulting Services (as defined below) during Company in its marketing efforts and in the period beginning on the Transition Date and ending on December 31, 2026 (such periodformation of strategic relationships, the "Consulting Period").
(a) Employee shall provide consulting, advisory introduction of the Company to individual and other services (collectivelyinstitutional investors and the implementation of a shareholder relationship plan During the term of the consulting engagement under this Agreement, the "Consulting Services") Consultant shall use the best efforts of the Consultant to further the operations of the Company at and, in this regard the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period Consultant shall be reasonably available, at such times and places as mutually agreed reasonably requested by the Company and Employeeagreed to by the Consultant to meet with, but shall not exceed thirty assist, advise and otherwise work with and for the Company and its responsible personnel with regard to: (30i) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service advice on the Board proper and efficient conduct of the business of the Company; (ii) future business activities of the Company as to which the Consultant may have or acquire knowledge; (iii) the development of business opportunities and (iv) any committees thereofother matters which the parties may hereafter reasonably agree upon. It is specifically understood that the Consultant has complete discretion and control as to how the duties of the Consultant under this Agreement shall be discharged. The Consultant shall be under the supervision of and shall report to the President and Chief Executive Officer of the Company.
3.2. During the term of this Agreement, the Consultant shall serve the Company faithfully and to the best of the Consultant's ability, and his participation in any activities related thereshall devote such time, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional attention, skill and judgment in accordance with good business practices.
(d) Subject efforts to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during duties required by or appropriate to the Consulting Periodengagement of the Consultant as the Consultant deems necessary or advisable.
3.3. The Company agrees that the Consultant's undertaking herein shall be on a "best efforts" basis and the Company is satisfied, after completing its due diligence, that the Consultant has the experience and ability to perform the services to be performed under this Agreement. However, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthlyacknowledges that the Consultant does not guarantee that the Consultant's efforts will have any impact on the Company's business or that any financial improvement will result from the Consultant's efforts.
(f) 3.4. The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee understands that the Consultant is currently providing services, which may be substantially similar in performing nature to the Consulting Services for the Company during the Consulting Period with the prior consent of services being rendered to the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Companyindividuals or entities, and the Company and Employee shall amend Employee's existing RSU award agreements (agrees that the "Existing RSU Agreements") Consultant is not prevented or barred from rendering such services of the same nature or of a similar nature to reflect any other individual or entity. In addition, the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee Consultant understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by that the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible prevented or barred from retaining other persons or entities to participate in, and shall not be eligible for benefits under, any provide services of the Company's employee benefit plans same or programs, similar nature as those provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting PeriodConsultant.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 1 contract
Consulting Services. Employee During the term of this Agreement, Lighthouse is hereby retained by the Company to provide financial consulting services to the Company, as said services relate to corporate finance matters. Lighthouse shall perform provide such financial consulting services as reasonably requested by the Consulting Services (as defined below) Company during the period beginning on term of this Agreement which may include, but not be limited to:
i) Assist the Transition Date Company with its current plans to obtain financing. It is understood that the final terms and ending on December 31conditions of any financing must be acceptable by the Board of Directors of the Company and the investors however there can be no assurances that the Company will receive financing during the term of this agreement. In association with financing efforts, 2026 Lighthouse will seek to communicate and clarify the Company's business model, strategic objectives and inherent value to the investment community. This may include assessing the current promotional and public relations efforts and providing suggestions where appropriate.
ii) Make necessary presentations to institutional funds, registered representatives and shareholders in order to inform them with respect to the affairs of the Company and maintain timely personal contact with such registered representatives and shareholders to assure their awareness of the Company's performance, including the forwarding of its corporate profile, materials published in newspapers, magazines and journals, press releases, brochures and mailers provided by the Company;
iii) Identify registered representatives (such periodstockbrokers) and portfolio managers (collectively "advisers") who may be interested in considering for the portfolio of their customers, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request common stock of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by introducing the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes advisers and other legally required payments coordinating communications and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance relationships with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into advisers on behalf of the Company, all in order to develop and expand a network of advisers who are well informed regarding the Company. Nothing hereunder shall require Lighthouse to devote a minimum number of hours per calendar month toward the performance of services hereunder. Unless otherwise agreed to by Lighthouse, all services hereunder shall be performed by Lighthouse, in its sole discretion, at its principal place of business or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior other offices. Notwithstanding anything contained herein to the Transition Datecontrary, Employee's employment as the CEO of the Company is terminated services to be performed by (A) Employee, for Lighthouse hereunder may be performed by any reason, employee or (B) by the Company, for Causeconsultant to Lighthouse.
Appears in 1 contract
Consulting Services. Employee shall perform At the Consulting Services request of the Company's Chief Executive Officer (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting PeriodCEO").
(a) Employee shall provide consulting, advisory you will be available to the CEO and other services (collectivelymembers of the Company's Senior Leadership Team for reasonable consultation and advice on matters related to Company operations, strategy, technology, sales, marketing, human resources and other matters in which you played a role while you were employed by the "Consulting Services") Company. You will be available to consult directly with the Company CEO on strategic and business development matters and will continue to serve as a member of the boards on which you currently serve at the request of the Company, and on such other boards or similar bodies as you and the Company mutually agree (to the extent acceptable to each such board or similar body). You are free to serve on such additional charitable, civic or other boards or similar bodies as you may from time to time desire, consistent with the Company non-competition guidelines existing at the time of the commencement of such service and this Separation Agreement. You also may be requested to participate in certain Company events from time to time. When you are serving on any board (including making recommendations on strategy and helping to ensure a smooth transition any other similar body) at the request of the Company's leadership, you will express views and cast votes in a manner consistent with your then reasonable understanding of Company policy. To the extent practicable, you will consult with the CEO prior to taking a position on any such board on a matter on which you reasonably believe consultation with the CEO would be advisable. Any service on a board at the request of the Company, together with all advisory activities, will be referred to in this Separation Agreement as "Consulting Services." The Consulting Services shall includewill not require, on an aggregate quarterly basis, more than 15% of your business time during such quarter. All Consulting Services will be provided by you as an independent contractor. The only support to be provided by the Company is (a) the assistance of a secretary, (b) reasonable access to Company resources and personnel as appropriate to assist you in understanding and communicating the Company's position in connection with the Consulting Services, and (c) continued access to the Company's e-mail and voice mail systems, in each case as needed and as specified in Section 1 above, to facilitate the provision of the Consulting Services requested by the Company. You will instruct third parties, without exception, that all amounts due from such third party with respect to the Consulting Services, including, without limitation, board fees and honoraria, if any, are the following:
(i) Employee shall make himself available property of the Company and are to be promptly paid to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if you receive any such payment, you shall promptly pay it over to the Compensation Committee Company. You will provide the Company with Consulting Services, as requested by the Company's CEO, for a period of the Board changes the performance criteria for all executive level performance-based RSU awards24 months commencing January 2003, Employee's 2025 performance-based RSU award shall include the same criteria. Furthersubject to earlier cancellation at any time upon 30 days' written notice by either party, all RSU awards previously made to Employee provided, however, that if such cancellation is by the Company shall continue to vest other than as if Employee remained employed a result of Cause (as defined in the CEO 2001 CONFORMED Letter Agreement), the Companx xxxxx xxx you in a lump sum, within 30 days of such cancellation and without mitigation or offset, the unpaid portion of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed amounts that Employee shall would be an independent contractor in the performance of any and all Consulting Services due during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during 24-month period for the Consulting PeriodServices, plus, if and when applicable, the amounts due under the next paragraph. Employee understands and agrees that, during The Company will pay a fee of $30,000 monthly for such services. The Company will accept a quarterly invoice for each period anytime after the Consulting Period, as an independent contractor, any amounts remitted by first month of the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxesrelevant quarter. All such taxes Invoices must contain a separate taxpayer identification number and other legally information routinely required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of invoices from the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to timevendors and consultants. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect In addition to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to Services described in this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretionSection above, in the event that:
the Company enters into any transaction on or before September 30, 2003 that would, if concluded, constitute a change of control transaction or event under the then-existing Company severance or change of control plan for senior executives (i) Employee fails a "Change of Control Transaction"), you will be requested to perform or is negligent certain consulting and advisory services related to the preparation for and conclusion of such Change of Control Transaction. At the time of the closing of the Change of Control Transaction and only in the event of a closing of such a Change of Control Transaction, you will receive an additional one-time fee $729,103. In the event you die after performing material services but before receiving the fee otherwise due, the Company will pay the fee to your estate. In the event of any material breach of the limitations set forth in the Company's non-competition guidelines (as in effect at the time you commenced any activity that the Company may allege constitutes such a breach) while you are providing Consulting Services to the Company that is not cured within 20 days after written notice to you by the Company thereof, the Company may, at its discretion, terminate its obligations to retain you as a consultant under this Separation Agreement without the obligation to pay any further fees due under this Section 5 and may, at any time within the applicable limitations period, require you to repay to the Company all or any portion of any fees paid to you under this Section 5 for your performance of the Consulting Services due Services; provided, however, that the Company may provide such notice of breach only within 30 days after such breach becomes known to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this AgreementChief Executive Officer or General Counsel, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee whichever is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Causeearlier.
Appears in 1 contract
Consulting Services. Employee shall perform Subject to the Consulting Services (as defined restrictions and limitations set forth below) , during the period beginning on "Term", as hereinafter defined, of this Agreement, Consultant and the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").Company hereby agree:
(a) Employee Consultant shall provide consulting, advisory and other services (collectively, the "Consulting Services") to make available Pettx xx the Company at the request of to serve the Company, including making recommendations on strategy and helping to ensure a smooth transition . As such Pettx xxxll assist the Board of Directors as requested concerning the Company's leadershipstrategic direction and initiatives. The Consulting Services Consultant shall include, without limitation, the following:
(i) Employee shall make himself available to be responsible for developing and fostering shared goals and strategies amongst the Company's CEO operating subsidiaries or divisions and the shall have shared accountability with other management members of for the Company's executive team upon overall financial results. Consultant shall also be responsible for assisting the request thereof to advise on strategic Company in recruiting and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with developing executives for its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Personsoperating subsidiaries or divisions.
(b) Employee's level of service Subject to any services rendered by Pettx xx a Consultant or employee to Stamxxxxxx.xxx, Xxc., Consultant shall make Pettx xxxilable to render his services to the Company on a substantially full-time basis. The consulting services rendered by Consultant as set forth in Sections 2(a) and 2(b) above shall hereinafter be defined as the "Consulting Services."
(c) The Consultant shall, during the Term hereof while performing the Consulting Period Services, shall at all times be, act, function, and perform all services and responsibilities as an independent contractor. It is further mutually understood and agreed that no work, act, commission or omission of any act by the Consultant, Pettx xx the Company pursuant to the terms of this Agreement shall be construed to make or render the Consultant or Pettx xx employee of the Company. The Consultant shall and shall cause Pettx xx: (i) be fully responsible for their own debts and obligations and (ii) not under any circumstances hold themselves out as mutually agreed an employee of the Company.
(d) Consultant shall cause Pettx xx make take such out of town business trips as requested by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employeeconnection with Consultant's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under duties pursuant to this Agreement.
(ce) Employee agrees Pettx xxxll report to perform and be supervised by the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member Chief Executive Officer of the Board, including, but not limited to, serving on corporate Company and charitable boards for other entities.
(e) As consideration for the performance its Board of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthlyDirectors.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject Subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any overall supervision of the Company's employee benefit plans Board of Directors and its Chief Executive Officer, except as otherwise provided in this Agreement, the Company shall have no right or programs, provided that during authority to direct or control the Consultant or Pettx xxxh respect to the actual performance of the Consulting Period Employee shall be eligible to participate Services. The Company is only interested in any benefit plan arrangements offered the results obtained by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law Consultant with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.The manner and
Appears in 1 contract
Consulting Services. Employee (a) During the Consulting Period, the Executive shall perform consulting services (the “Consulting Services”) for the Company on an “as needed” basis, subject to Executive’s availability to perform the Consulting Services. The Company’s request for Executive to perform Consulting Services shall be at the sole discretion of the Company, subject to advance notice and the Executive’s availability. The Executive shall perform the Consulting Services (at times and places reasonable and convenient to Executive, subject to Executive’s sole discretion as defined below) during to his availability to perform the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period")Services.
(ab) Employee shall provide consulting, advisory The Executive agrees to exercise the highest degree of professionalism and other services (collectively, the "Consulting Services") utilize his expertise and talents in responding to the Company at Company’s or the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadershipBoard’s requests. The Such Consulting Services shall are anticipated to include, without limitation, the following:
(i) Employee shall make himself available working with Company management at a strategic level with respect to the Company's CEO development and the product acquisition activities, capital structure, investor relations and reduction of production costs, and to follow up on clinical trials as well as any other members of the Company's executive team upon the request thereof matters and activities with respect to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company management may require Executive’s services. The Executive will devote such business time, subject to Executive’s availability, as is reasonably necessary or desirable to accomplish his duties and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period responsibilities under this Agreement.
(c) Employee agrees It is acknowledged and agreed by the Company that Executive carries neither professional licenses nor memberships in any self-regulatory organizations. It is further acknowledged and agreed by the Company that the Executive is not rendering expert or legal advice or performing accounting services and is not acting and shall not act as an investment advisor or broker/dealer within the meaning of any applicable state or federal securities laws. No portion of the services rendered pursuant to this Agreement shall be provided in connection with the offer or sale of securities in a capital raising transaction or for the purpose of directly or indirectly promoting or maintaining a market for the Company’s securities. The Company shall not require Executive to perform any services inconsistent with the Consulting Services contemplated during foregoing. The Company acknowledges and agrees that Executive is one of multiple sources of advice obtained by the Consulting Period in a good Company and competent manner is not the sole source of advice nor the final decision maker for any aspect of the Company’s operations or actions. The Executive further acknowledges and agrees that the Company may or may not follow Executive’s advice, but if the Company does follow all or part of Executive’s advice, it shall be after independent legal or other appropriate validation and the Company takes full and sole responsibility for all decisions and actions of the Company regardless of whether or not they were related to exercise his professional skill and judgment in accordance with good business practicesthe services provided by Executive.
(d) Subject The Company also acknowledges and agrees that the Executive will be free to take on any consulting projects, employment or any other activities, provided that it does not violate the confidentiality and non-competition provisions of this Agreement. While the Executive will attempt to make himself reasonably available to provide Consulting Services to the provisions of Section 11 belowCompany, during such availability will be subject to the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of circumstances faced by the BoardExecutive at the time, including, but not limited to, serving on corporate and charitable boards for other entitiesconditions of his employment or professional activities, prior commitments or health status.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 1 contract
Samples: Termination and Consulting Agreement (Cytomedix Inc)
Consulting Services. Employee During the Term, Consultant shall perform be engaged to cause Consultant's Representative to serve as the Consulting Services Science Director and the Chairman of the Scientific Advisory Board of the Company and/or in such other position or capacity as the Company and Consultant shall agree in writing (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to ). It is understood and agreed that the Company at the request scope of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(ia) Employee shall make himself available Causing the Consultant's Representative to serve as the Company's CEO Science Director and the other Chairman of the Scientific Advisory Board of the Company;
(b) Reviewing technological developments that are in the Company's best interest and reporting the same to the Company on a periodic basis;
(c) Acting as principal investigator and providing recommendations to the Company for future clinical research applications for the Company's technologies;
(d) Providing instruction and assistance to the Company for all technical and medical aspects of FDA submissions and compliance, including, without limitation, assistance with regard to regulatory approval of products;
(e) Providing instruction and assistance to the Company for all technical and medical aspects of marketing;
(f) Causing Consultant's Representative to represent the Company at strategic meetings or conferences as Science Director, upon reasonable notice by the Company;
(g) Organizing telephonic, electronic and person to person meetings with the members of the Company's executive team upon Scientific Advisory Board, as requested by the request thereof to advise on strategic and other executive matters.Company;
(iih) Employee shall work with the Board and Causing Consultant's Representative to be available to attend the Company's CEO Board of Directors (the "Board") meetings;
(i) Responding to formulate plans which will help to facilitate the transitional requirements of questions and inquiries made by the Company's new CEO., either orally or in writing, as the same maybe requested from time to time;
(iiij) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers Providing reasonable endorsement of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.;
(bk) Employee's level of service during the Consulting Period shall be as mutually agreed by Advising the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.new product development;
(cl) Employee agrees Providing periodic reports as to perform the Consulting Services contemplated during and, if requested in writing, providing time sheets indicating the Consulting Period in a good amount of time expended and competent manner and to exercise his professional skill and judgment in accordance with good business practices.the area of Consultant's services that consumed the time;
(dm) Subject Performing and providing direction for research and development of electromagnetic and other systems, equipment, or devices for therapeutic purposes ("DEVICES"), including, without limitation, the commercial exploitation thereof by developing any such Devices;
(n) Performing tests and providing recommendations with respect to signal configurations for the optimization of the Devices;
(o) Directing clinical and basic research projects related to the provisions effect of Section 11 belowEMF therapy upon pain, during the Consulting Period Employee shall be entitled to pursue other business activities edema, blood circulation, and tissue and bone growth and repair in addition to his Consulting Services hereunder and his services as a member of the Boardgeneral, and, including, but not limited to, serving on corporate and charitable boards for other entities.the oral cavity;
(ep) As consideration Providing direction to the Company for future clinical and research applications of its technology;
(q) Preparing and tracking all patent applications that Consultant, in consultation with the Company's officers, deem are necessary for the Company's successful operation;
(r) Communicating with other professionals employed or retained by the Company;
(s) Developing, on a periodic basis, a detailed budget for all proposed research, together with time frames and bench mxxx goals, which shall be submitted to the Company's Chief Financial Officer, the Chairman of the Board and other executive officers of the Company in a timely manner; and
(t) Reporting on all on-going research on at least a monthly basis, describing the progress of the research and identifying how the research is progressing in comparison to the budget, time frames, and goals. Consultant shall cause Consultant's Representative to perform such duties as are consistent with the Consulting Services. Consultant shall, and shall cause the Consultant's Representative to, render the Consulting Services conscientiously and devote its and their best efforts and abilities thereto, it being acknowledged that the Consulting Services shall be non-exclusive, subject to Consultant's and Consultant's Representative's compliance with the terms and provisions of this Agreement, including, without limitation, Section 10 below. Consultant shall observe, and Consultant's Representative to observe, all applicable policies and directives promulgated from time to time by the Company for independent contractors. Consultant shall not be required to cause Consultant's Representative to perform any duties that would, or would be likely to, result in non-compliance with or violation of any applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement. The Consulting Services will be principally performed in Oakland, New Jersey and at such other location as Consultant and the Company mutually agree. Consultant shall cause Consultant's Representative to devote at least 450 hours during each three (3) month period of the Term to the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for CauseConsultant.
Appears in 1 contract
Consulting Services. Employee shall perform 1.1 The Company hereby engages the Consultant to provide the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms and conditions of this Agreement, make an annual grant Agreement and the Consultant hereby accepts such engagement.
1.2 The Consultant agrees to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed act as the CEO Chiel Financial Officer of the Company, reporting directly to the Company’s Chief Executive Officer and the Company’s board of directors (the “Board”), and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services, subject to the supervision and Employee shall amend Employee's existing RSU award agreements control of the Board (the "Existing RSU AgreementsConsulting Services") to reflect the foregoing.):
(ha) It is understood and agreed that Employee shall be an independent contractor in Review the performance Financial Statements of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(ivb) Employee is convicted of Work directly with the Company’s consultants or pleads nolo contendere employees that provide bookkeeping, accounting and administrative services;
(c) Working with the Chief Technical Officer and other senior officers to a felony put together budgets;
(d) To coordinate the filing requirements for the Securities and Exchange Commission or any other crime involving moral turpituderegulatory body the Company reports in;
(ve) Employee engages in willful misconduct in connection with the performance of any of Employee's Review contracts and legal documentation; and
(d) performing such other duties under this Agreement, including, but not limited to, misappropriation of funds and observing such instructions as may be reasonably assigned from time to time by or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Board in the Consultant’s capacity as Chief Financial Officer provided such duties are within the scope of the Company, or any violation ’s business and implementation of law or regulations on Company premises or to which the Company is subject; orCompany’s business plan.
(vi) Prior 1.3 The Consultant shall devote such attention and energies to the Transition Date, Employee's employment as the CEO business affairs of the Company is terminated by (A) Employeeas may be reasonably necessary for the discharge of his duties as Chief Financial Officer, for any reasonprovided that, or (B) by subject to the terms and conditions set out in this Agreement, the Consultant may engage in reasonable investment, business and other activities that do not interfere with the Consultant's obligations hereunder.
1.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company, . The Consultant shall be responsible for Causeall taxes or deductions as required to by remitted in the Consultant’s country of domicile.
Appears in 1 contract
Samples: Management Consulting Agreement (Poly Shield Technologies Inc.)
Consulting Services. (a) Beginning on the Separation Date and continuing until the fifth anniversary of the Separation Date (the “Consulting Term”), the Employee shall agrees to provide consulting services to the Company as may be reasonably requested by the Board of Urovant Sciences Ltd. from time to time; provided that the Employee and the Board agree that in no event will the Board require, nor will the Employee perform, a level of services during the Consulting Term that would result in the Employee not having a “separation from service” (within the meaning of Section 409A) from the Company on the Separation Date. These services will be provided at the discretion of the Board and may include but are not limited to (i) performing reasonable transition and integration services related to the Company’s business and financial reporting, (ii) advising the Board on strategic Company matters, (iii) advising on or assisting with customer, shareholder, analyst, vendor, healthcare professional, and other relationships, and (iv) any other assignment from the Company’s Board, as determined from time-to-time (the “Consulting Services”). The Employee agrees to be available up to forty (40) hours per month on average during the Consulting Term to perform the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitationwill be performed as may reasonably be requested by the Board after reasonable consultation with the Employee. During the Consulting Term, the following:
(i) Employee shall make not represent or hold himself available to the Company's CEO and the other members out as an employee of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during The Consulting Term may not be terminated by either the Company or the Employee for any reason, except that the Consulting Period Term shall be as mutually agreed automatically terminate with no further consideration upon the Employee’s death or upon the Employee’s breach of this Section 18(b) and Section 18(d). During the Consulting Term, the Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Company and EmployeeEmployee to be adverse or antagonistic to the Company, but its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with Vibegron or the overactive bladder (OAB) market. Ownership by the Employee in professionally managed funds over which the Employee does not have control or discretion in investment decisions, or, an investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance constitute a breach of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreementsection.
(c) Employee agrees to perform During the Consulting Services contemplated Term, Employee will not directly or indirectly, (i) solicit any individual who is, on the Separation Date (or was, during the Consulting Period in six (6) month period prior to such date), employed by the Company to terminate or refrain from renewing or extending such employment or to become employed by or become a good and competent manner and consultant to exercise his professional skill and judgment in accordance any other individual or entity other than the Company, or (ii) initiate discussions with good business practicesany such employee or former employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
(d) Subject During the Consulting Term, and with respect to Vibegron or the provisions of Section 11 belowOAB market only, Employee will not directly or indirectly, (i) induce or attempt to induce (A) any then-current customer, (B) any person or entity as to which Employee was personally involved, during the Consulting Period Employee shall be entitled six (6) month period prior to pursue the Separation Date, in any Company efforts to secure such person or entity as a customer, or (C) any supplier, licensee or other business activities in addition to his Consulting Services hereunder and his services as a member associate of the BoardCompany to cease doing business with the Company, includingor (ii) interfere with the relationship between any such customer, but not limited toperson or entity, serving supplier, licensee or business associate, on corporate the one hand, and charitable boards for the Company, on the other entitieshand.
(e) As consideration for Neither the performance Consulting Services, the relationship created between the parties hereto pursuant to the provision of the Consulting Services, nor any course of dealing between the parties related to the Consulting Services is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. The Employee acknowledges and agrees that his status at all times during the Consulting PeriodTerm shall be that of an independent contractor, and that the Employee shall have the right to control and determine the method and means of performing the Consulting Services. The Employee hereby waives any rights to be treated as an employee or deemed employee of the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthlyor any of its affiliates for any purpose during the Consulting Term.
(f) The Employee and the Company hereby agree that the Employee shall reimburse Employee not be entitled to any additional remuneration or fees of any kind for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services other than the Consulting Fee (as defined below). The Company will not withhold any monies for any state, local or federal taxing authorities from the Consulting Fee. To the extent required by law, the Company during shall prepare and file a Form 1099 with the Internal Revenue Service (“IRS”) reporting the amount of the Consulting Period with Fee paid to the prior consent Employee. The Employee shall pay, when and as due, any and all taxes incurred as a result of the CompanyEmployee’s earning the Consulting Fee, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to timeincluding estimated taxes.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements receive as consideration for such Consulting Services the amount of Three-Hundred Forty Nine Thousand Dollars ($349,000) per year paid in equal monthly installments commencing on April 1, 2020, for a period of five (5) years (the "Existing RSU Agreements") to reflect the foregoing“Consulting Fee”).
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 1 contract
Samples: Confidential Separation Agreement (Urovant Sciences Ltd.)
Consulting Services. Employee shall perform (1) During the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide consulting, advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting PeriodTerm, the Company shall pay hereby engages the Consultant as a consultant to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company Consultant hereby agrees, to provide such consulting and Employee shall amend Employee's existing RSU award agreements advisory services (the "Existing RSU AgreementsServices") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between as the Company may request in a reasonable manner consistent with the terms and Employee during the Consulting Periodconditions hereof. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by Consultant shall consult with the Company pursuant hereto with respect to Employee for Consulting Services rendered are not subject matters relating to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any business of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee Such Services shall be solely responsible and exclusively advisory in nature and based on the knowledge derived from the duties heretofore performed by Consultant for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the . The Company shall have the right to terminate call upon Consultant on an "as needed" basis for not more than a total of twenty-five (25) hours per month to furnish Services to the Consulting PeriodCompany, in its discretionat mutually agreeable times and places; provided, in however, it is agreed that the event that:
(i) Employee fails Services to perform or is negligent in the performance of the Consulting Services due be provided to the Company hereunder shall not conflict with any obligations with respect to any other employment or duties of Consultant and that the Consultant's obligations with respect to such other employment or duties shall take precedence over the requirements of the Company hereunder. Such Services may be in person, by telephone, at lunch time meetings, by correspondence or otherwise. The Company agrees that its request for Services will not require Consultant's presence at the Company's offices except as expressly agreed by Consultant and that the Company will provide reasonable notice to Consultant when Services are required of Consultant by the Company pursuant to this Agreement;hereto.
(ii2) Employee breaches any material provision of this AgreementThe parties hereto acknowledge that in providing the Services, which breach has the Consultant will be acting solely as an independent contractor and will not been cured be considered or deemed to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conductbe, or conduct represent to Third Persons that materially impairs he is, an officer, director, agent, employee, stockholder, member, joint venturer or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property partner of the Company, securing the Purchaser or attempting any of their respective Affiliates. Neither the Company, nor the Purchaser nor any of their respective Affiliates shall be responsible for, and each shall be held harmless by the Consultant from, any liability to secure personally any profit governmental authority for any federal or state withholding tax, payroll tax or unemployment, disability or worker's compensation insurance payments or deductions with respect to the consideration paid under this Agreement. Other than an independent contractor relationship, no other relationship is intended or created by this Agreement by and between the Company, the Purchaser or any of their respective Affiliates, on the one hand, and the Consultant, on the other hand.
(3) Nothing contained in connection with this Agreement will be construed to grant the Consultant the right to, and the Consultant will not, act for or make any transaction entered into commitments, agreements or representations of any kind for or on behalf of the Company, the Purchaser or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Causetheir respective Affiliates.
Appears in 1 contract
Samples: Consulting and Noncompetition Agreement (Sunshine Acquisition Inc)
Consulting Services. Employee shall perform the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) The Employee shall agrees to provide consulting, advisory and other consulting services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall include, without limitation, the following:
(i) Employee shall make himself available to the Company's CEO and . All compensation shall be paid to the other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee via Form 1099s. The Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Personsbe considered an independent contractor.
(b) The Employee's level of service during the Consulting Period ’s consulting shall be as mutually agreed by the Company on an occasional, as-requested, non-exclusive basis and shall not unreasonably interfere with Employee, but ’s employment with another (third party) employer. The time required shall not exceed thirty (30) 8 hours per week and may be performed outside of normal business days hours at the Employee’s option. The Company shall give the Employee at least 48 hours notice before any consulting assignment. The Employee agrees to use his best efforts to make himself available in any twelve (12) month period during a timely manner subject to the Consulting PeriodParties’ understanding the Employee will have primary responsibilities with a new employer that will take precedence. For the avoidance There will be no accumulation of doubthours from week-to-week, except to cure a default by Employee's service , if any. The Employee shall not be entitled to an office on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this AgreementCompany premises.
(c) In performing his consulting services Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject shall report directly to the provisions Company’s Board of Section 11 belowDirectors. The Employee’s duties shall consist exclusively of the following, during the Consulting Period Employee shall be entitled to pursue and any other business activities duties reasonably and directly related thereto: • Participate positively in addition to his Consulting Services hereunder and his services as a member announcement of management transition. • On request of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for provide critique of architectural changes to the performance Company’s products. • On request of the Consulting Services during Board, provide input on industry technology changes as they relate to the Consulting Period, Company’s products. • Assist in authoring quotes endorsing the Company’s products. In the event that the Company provides quotes attributable to Employee, Employee shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period endorse such quotes unless he reasonably disagrees with the content thereof, provided such quotes shall not be made public without Xxxxxxx’x prior consent written approval. • On request of the CompanyBoard, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to provide technical support for software which Employee in accordance may have authored during his employment with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 1 contract
Consulting Services. Employee shall perform the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) Employee shall provide During the Consulting Period, you agree to perform such reasonable consulting, management, and advisory services for M&T Bank with respect to the business and affairs of M&T Bank as M&T Bank may reasonably request from time to time, which services may include transition of your successor, strategic planning services, and meeting with M&T Bank’s officers, managers, and other services (collectivelypersonnel regarding operations. The services, the "Consulting Services") in your discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, you shall have no obligation to M&T Bank as to the Company at manner and time of rendering the request services hereunder and shall have no obligation to devote a minimum number of the Companyhours on a weekly, including making recommendations on strategy and helping to ensure a smooth transition of the Company's leadership. The Consulting Services shall includemonthly, without limitationannual, the following:
(i) Employee shall make himself available to the Company's CEO and the or other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Personsbasis.
(b) Employee's level of service during M&T Bank shall furnish to you such information as it reasonably believes appropriate to permit you to provide the Consulting Period shall be as mutually agreed services contemplated by the Company and Employee, but shall not exceed thirty (30Section 3(a) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees hereof to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.
(e) As consideration for the performance of the Consulting Services during the Consulting Period, the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the BoardM&T Bank; provided, however, that if M&T Bank hereby acknowledges and agrees that (i) you will use and rely on such information in providing such services and (ii) you do not assume responsibility for the Compensation Committee accuracy or completeness of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoingsuch information.
(hc) It is understood and agreed that Employee You shall perform all services to be provided to M&T Bank hereunder as an independent contractor to M&T Bank and not as an employee, agent, or representative of M&T Bank. You shall have no authority to act for or bind M&T Bank or any of its subsidiaries while acting in the performance of any and all Consulting Services during the Consulting Period, and that nothing in its capacity as an advisor to M&T Bank under this Agreement shall in without M&T Bank’s prior written consent. Any advice or opinions provided by you or its affiliates to M&T Bank and/or any way subsidiary of M&T Bank may not be construed disclosed or referred to give rise publicly or to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law third party (other than health insurance) shall be Employee's sole responsibility. Employee agrees to M&T Bank’s affiliates and understands thatM&T Bank’s legal, during tax, financial, or other advisors), except in accordance with your prior written consent or if required by law; provided, however, that for the Consulting Periodpurpose of this sentence, as an independent contractor, Employee you and M&T Bank shall not be eligible to participate intreated as affiliates of one another.
(d) Consistent with the definition of Confidential Information and terms described in Paragraph 13, and shall not be eligible for benefits under, any of you agree that you will maintain the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Services. Upon termination of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment confidentiality of any amounts due Confidential Information of M&T Bank that you may learn of through the date of termination of the Consulting Period.
(i) Notwithstanding anything to the contrary herein, the Company shall have the right to terminate the Consulting Period, in its discretion, in the event that:
(i) Employee fails to perform or is negligent in the performance of the Consulting Services due to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreement, which breach has not been cured to the satisfaction of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in connection with the performance of any of Employee's duties under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
Appears in 1 contract
Consulting Services. Employee shall perform the Consulting Services (as defined below) during the period beginning on the Transition Date and ending on December 31, 2026 (such period, the "Consulting Period").
(a) The Employee shall provide consulting, consulting and advisory and other services (collectively, the "Consulting Services") to the Company at the request of the Company, including making recommendations on strategy and helping with respect to ensure a smooth transition of the Company's leadershipcommunications with its stockholders and with members of the financial community. The Consulting Services Without limiting the types of services to be provided by the Employee, the Employee's advisory and consulting services shall include, without limitation, the following:
(ia) Employee shall make himself available consulting with and assisting the Company in connection with communication between the Company and its stockholders;
(b) identifying various newsletters which focus on emerging public companies and other financial publications and assisting the Company in developing strategies to increase its visibility with such publications;
(c) consult with and advise the Company on specific methods to increase the breadth and diversification of its stockholder base;
(d) identifying specific / broker dealers who may be able to assist the Company in achieving the goals set forth in (c) above and/or in making a market in the Company's CEO equity securities, and advising the Company as to how it may increase its visibility and name recognition with such broker/dealers and other members of the Company's executive team upon the request thereof to advise on strategic and other executive matters.
(ii) Employee shall work with the Board and the Company's CEO to formulate plans which will help to facilitate the transitional requirements of the Company's new CEO.
(iii) Employee shall work with the Company's executive team to maintain the Company's relationships with its shareholders and customers, including distributors and retailers of the Company's products, firearms industry groups and media organizations and participate in meetings and outreach events with such Persons.
(b) Employee's level of service during the Consulting Period shall be as mutually agreed by the Company and Employee, but shall not exceed thirty (30) business days in any twelve (12) month period during the Consulting Period. For the avoidance of doubt, Employee's service on the Board and any committees thereof, and his participation in any activities related there, shall not reduce his time commitment during the Consulting Period under this Agreement.
(c) Employee agrees to perform the Consulting Services contemplated during the Consulting Period in a good and competent manner and to exercise his professional skill and judgment in accordance with good business practices.
(d) Subject to the provisions of Section 11 below, during the Consulting Period Employee shall be entitled to pursue other business activities in addition to his Consulting Services hereunder and his services as a member of the Board, including, but not limited to, serving on corporate and charitable boards for other entities.investment community; and
(e) As consideration for the performance of the Consulting Services during the Consulting Period, consult with and advise the Company shall pay to Employee Five Hundred Thousand Dollars ($500,000) per annum, payable monthly.
(f) The Company shall reimburse Employee for all reasonable out-of-pocket travel expenses and other direct out-of-pocket expenses incurred by Employee in performing the Consulting Services for the Company during the Consulting Period with the prior consent of the Company, subject to Employee's submission of appropriate documentation therefor. Reimbursements shall be payable to Employee in accordance with the Company's travel and expense policies, as in effect from time to time.
(g) The Company shall, subject to the approval of the Compensation Committee of the Board and Employee's continued engagement with the Company in accordance with the terms of this Agreement, make an annual grant to Employee in the spring of 2025 of time-based and performance-based restricted stock units ("RSUs") for the Company's common stock, par value $1.00 per share, at a level consistent with the time-based and performance-based RSU grants made to Employee in 2024. The terms applicable to the RSUs granted to Employee in 2025 shall be consistent in all material respects with the terms applicable to the RSUs granted to Employee in 2024 and shall be subject to such other standard terms and conditions as apply to executive RSU awards made by the Company pursuant to the Plan, as determined by the Compensation Committee of the Board; provided, however, that if the Compensation Committee of the Board changes the performance criteria for all executive level performance-based RSU awards, Employee's 2025 performance-based RSU award shall include the same criteria. Further, all RSU awards previously made to Employee by the Company shall continue to vest as if Employee remained employed as the CEO of the Company, and the Company and Employee shall amend Employee's existing RSU award agreements (the "Existing RSU Agreements") to reflect the foregoing.
(h) It is understood and agreed that Employee shall be an independent contractor in the performance of any and all Consulting Services during the Consulting Period, and that nothing in this Agreement shall in any way be construed to give rise to an employment relationship between the Company and Employee during the Consulting Period. Employee understands and agrees that, during the Consulting Period, as an independent contractor, any amounts remitted by the Company to Employee for Consulting Services rendered are not subject to withholding for federal, state, or social security taxes. All such taxes and other legally required payments and any insurance required by law (other than health insurance) shall be Employee's sole responsibility. Employee agrees and understands that, during the Consulting Period, as an independent contractor, Employee shall not be eligible to participate in, and shall not be eligible for benefits under, any of the Company's employee benefit plans or programs, provided that during the Consulting Period Employee shall be eligible to participate in any benefit plan arrangements offered by the Company to the Company's directors, as in effect from time to time. During the Consulting Period Employee shall be solely responsible for his compliance with all economic, operational, safety, insurance and other requirements imposed by federal, state or local law with respect to the Consulting Servicesits capital structure and capital needs. Upon termination The Employee shall devote such amounts of the Consulting Period for any reason, the Company shall have no further obligation or liability to Employee pursuant to this Agreement, other than the payment of any amounts due through the date of termination of the Consulting Period.
(i) Notwithstanding anything his time to the contrary herein, furnishing of these services as may be required for their proper performance. The Company and the Company Employee anticipate that the Employee shall have the right devote an average of four (4) to terminate the Consulting Period, in its discretion, in the event that:
eight (i) Employee fails to perform or is negligent 8) hours per calendar week in the performance of the Consulting Services due services enumerated above, whether done during or after normal business hours. The Employee shall initially devote his efforts to familiarizing himself with the Company, which time period is estimated at six (6) to eight (8) weeks, during which time the Company will make its officers and employees available to provide to the Company pursuant to this Agreement;
(ii) Employee breaches any material provision of this Agreementinformation regarding the Company, which breach has not been cured to the satisfaction its operations, its financial conditions, and its business prospects. The Employee shall at all times perform his duties hereunder in good faith and in a fair, lawful and business-like manner. The Employee is currently a shareholder of the Board within fifteen (15) days after the Board receives notice of such breach;
(iii) Employee is convicted of a crime involving moral turpitude, dishonesty, theft, fraud, embezzlement, unethical business conduct, or conduct that materially impairs or injures the reputation of or xxxxx the Company;
(iv) Employee is convicted of or pleads nolo contendere to a felony or any other crime involving moral turpitude;
(v) Employee engages in willful misconduct in . In connection with the performance of his duties hereunder, the Employee may come into possession of material non-public information with respect to the Company. In such event, the Employee shall not buy or sell the Company's securities until such time as any material non-public information with respect to the Company in his possession becomes public information and the Employee shall comply, in all respects, with all applicable securities laws in connection with (a) his purchase and/or sale of Employeethe Company's duties securities, and (b) in all other respects in connection with his performance under this Agreement, including, but not limited to, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or
(vi) Prior to the Transition Date, Employee's employment as the CEO of the Company is terminated by (A) Employee, for any reason, or (B) by the Company, for Cause.
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