Conversion to Consulting Agreement Sample Clauses

Conversion to Consulting Agreement. During the 120-day period following the occurrence of an Extraordinary Event, the Executive shall have the right, in his sole discretion, to elect in writing to convert this Agreement into a consulting agreement, whereupon: (i) the Executive will cease to be an employee of the Company and shall resign all officer and other positions with the Company and its subsidiaries; (ii) the Executive shall be required, through the Expiration Date, to consult with respect to the assets, liabilities and transactions of the Company as they existed immediately before such Extraordinary Event, such consultation to be at the reasonable times convenient to the Executive on no less than five business days' notice, but in no event for more than five days or portions of a day in any calendar month, the parties recognizing that the Executive during the consulting period likely will have significant other business interests; and (iii) the terms of this Agreement (including all rights of the Executive hereunder as to salary, bonus, reimbursements, payments and health and other benefits) shall continue unabridged through the Expiration Date, except that (1) Section 2 hereof will be superseded by this Section 4(c) and (2) references herein to the "employment" of the Executive shall be deemed to be references to the consultancy by the Executive.
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Conversion to Consulting Agreement. The Executive may select to become a consultant to the Company rather than be an employee. The Executive must provide the Company with a 60 day notice after which the Executive will become a consultant to the Company for the remaining term as stated in Item 7 of this Agreement. The Executive will report to the then C.E.O. and will perform agreed upon services on a part-time basis (not to exceed 40 hours per month). The compensation paid will be Ten thousand dollars ($10,000) per month plus all expenses incurred on behalf of the Company. Any required travel in excess of three and one half hours will be business class.
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Conversion to Consulting Agreement. If at any point after the Initial Meeting (as defined below) Employee is not satisfied with his duties and responsibilities, Employee shall be entitled, in his sole and absolute discretion, to terminate his employment with Employer and to convert this Agreement to a consulting agreement (the “Conversion”) pursuant to which he shall provide consulting services to Employer for the balance of the Term, by giving written notice to Employer stating his desire to terminate his employment and convert the Agreement in accordance with the provisions of this Sub-Paragraph 4(d) (the “Notice of Conversion”), and such Conversion shall take effect on the date Employer receives the Notice of Conversion (the “Date of Conversion”). The parties’ obligations under Paragraph 2 (other than the Employer’s obligations under Sub-Paragraph 2(b)) of this Agreement shall not in any way be diminished, but rather shall remain in full force and effect after the Date of Conversion, and Employee shall remain subject to the provisions of Paragraph 9 of the Agreement. Employer and Employee shall use their reasonable efforts to agree to the terms and scope of Employee’s consulting services and to amend this Agreement accordingly to reflect the Conversion within thirty (30) days following the Date of Conversion; provided, however, the following Paragraphs of the Agreement shall terminate and no longer be of any force or effect as of 12:01 a.m., Dallas time, on the Date of Conversion: 3(a), 3(b), 3(c), 3(d), 4(c)(i) and (vi), and 5.
Sample 1
Conversion to Consulting Agreement. The Executive may select to become a consultant to the Company rather than be an employee. The Executive must provide the Company with a 60 day notice after which the Executive will become a consultant to the Company for the remaining term as stated in Item 7 of this Agreement. The Executive will report to the then C.E.O. and will perform agreed upon services on a part-time basis (not to exceed 40 hours per month). The compensation paid on the first of the each and every month thereafter until June 1, 2012 will be ten thousand dollars. The Company will also pay to Executive all expenses incurred on behalf of the Company after receipt and approval of an expense report submitted by Executive. Any required travel in excess of three and one half hours will be business class. Xxxxxxx X. Xxxxx Employment Agreement
Sample 1
Conversion to Consulting Agreement 
Sample 1

Related to Conversion to Consulting Agreement

  • Consulting Agreement Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Amendment to Employment Agreement 2 of the Employment Agreement is amended and restated in its entirety to read as follows:

  • Examination of the Warrant Agreement A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

  • of the Employment Agreement Section 4.4.3 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

  • Renewal, Termination and Amendment This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

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