I ACKNOWLEDGE AND AGREE THAT Sample Clauses

I ACKNOWLEDGE AND AGREE THAT a. If I will be a driver of the vehicle, I have a valid driver’s license, I am 18 years of age or older, and I can legally operate a vehicle as a part of the Rental Opportunity. b. If I will be a driver of the vehicle, I will only carry minor passengers if I am at least 25 years of age and the Parent or Legal Guardian of the minor passenger. I will only carry the number of passengers for which the vehicle was designed. I will only carry passengers who have signed this Agreement and the accompanying Rental Opportunity Agreement. I will require every passenger to wear proper safety equipment and a seatbelt. c. As a passenger, I am able to grasp the handhold with my feet firmly planted on the ground and my back fully against the seat backrest. d. If I am under 18 years of age (“minor passenger”), my Parent or Legal Guardian is also signing on my behalf and I will be under my Parent or Legal Guardian’s supervision at all times and I will not drive the rented vehicle during the Rental Opportunity. e. I am aware of and voluntarily assume the DANGERS AND RISKS OF SERIOUS INJURY, DAMAGE, OR DEATH that exist in my use of the vehicles and equipment which could be or may be caused by loss of vehicle control, collisions, mechanical failures, trail conditions, my own negligent acts, the negligent acts of other riders, and the potential negligence of the Outfitter and Polaris, including the failure to adequately screen, train, warn, or otherwise protect me from all these risks. f. My Participation in such activities and/or use of the vehicles and equipment may result in injury or illness including, but not limited to, BODILY INJURY, DISEASE, STRAINS, FRACTURES, PARTIAL OR TOTAL PARALYSIS, OTHER AILMENTS THAT COULD CAUSE SERIOUS DISABILITY, AND/OR DEATH. g. I have reviewed, am familiar with, and will comply with the SAFETY INSTRUCTIONS provided by the Outfitter, ALL INSTRUCTIONS AND WARNINGS CONTAINED IN THE OWNER’S MANUAL, AND THE WARNINGS ON THE VEHICLES, including the use of a helmet, goggles, seat belt, and other personal protective equipment. 150 miles of our facility h. I have received appropriate and thorough safety instructions and a vehicle review including its handling, safety features, risk, hazards, instructions and warnings. I am comfortable and confident in my ability and knowledge to handle the rented vehicle in accordance with such safety instructions and warnings on the vehicles and in accordance with the safety trainings provided and if I have any quest...
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I ACKNOWLEDGE AND AGREE THAT a. I have a valid driver’s license and motorcycle endorsement, and I can legally operate an Indian Motorcycle® as part of the Event. b. I have reviewed, am familiar with, and will comply at all times with the SAFETY INSTRUCTIONS provided by the Event Sponsors, ALL INSTRUCTIONS AND WARNINGS contained in the Owner’s Manual, and the WARNINGS ON ALL VEHICLES, including the use of a helmet and other personal protective equipment. I have not and will not consume alcohol or any other substance that could impair my judgment or driving ability. If I have any questions, I will ask before riding. c. I am aware of and voluntarily assume THE RISKS ASSOCIATED WITH MOTORCYCLES, including SERIOUS INJURY AND/OR DEATH caused by loss of vehicle control, collisions, mechanical failures, trail conditions, my own negligent acts, the negligent acts of other riders, and the potential negligence of Event Sponsors, including the failure to adequately screen, train, warn, or otherwise protect me from all these risks.
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I ACKNOWLEDGE AND AGREE THAT a. I AM AWARE of the nature of the Event and the Minor’s experience and capabilities, and believe the Minor to be qualified to participate. I will not allow the Minor to operate a vehicle as part of this Event. b. I have reviewed, am familiar with, and will comply at all times with the SAFETY INSTRUCTIONS provided by the Event Sponsors, ALL INSTRUCTIONS AND WARNINGS contained in the Owner’s Manual, and the WARNINGS ON THE VEHICLES, including the use of a helmet and other personal protective equipment. I have communicated this information to the Minor. If I have any questions, I will ask before riding. c. I FULLY UNDERSTAND AND WILL INSTRUCT THE MINOR that the activities of the Event may be dangerous and participation in the Event is voluntary and may involve risks and dangers of serious injury and/or death caused by my own negligent acts, the Minor’s negligent acts, the negligent acts of other participants, and the potential negligence of the Event Sponsors, including the failure to adequately warn against or protect me from these risks.
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I ACKNOWLEDGE AND AGREE THAT. 1. The Panoche Airstrip is a primitive landing field which does not receive regular maintenance and contains multiple hazards including without limitation: (i) the airstrip grass is not mowed regularly and may be tall enough to snag a wingtip and cause a ground loop on either takeoff or landing; (ii) there are many animal xxxxxxx on and in the vicinity of the airstrip surface, some of which may be larger than the wheel size of aircraft using the airstrip, and rolling over or into any of these xxxxxxx by an aircraft in motion could result in serious injury or death to the pilot and/or passengers of the aircraft in addition to significant damage to the aircraft, (iii) there are barbed wire fences in close proximity to the ends of the Panoche Airstrip and its northern edge, and an encounter with such a fence by an aircraft in motion could result in serious injury or death to the pilot and/or passengers of the aircraft in addition to significant damage to the aircraft; (iv) there are utility wires and utility poles adjacent to the western end of the Panoche Airstrip, and any attempt to land or take off an aircraft over such wires and poles could result in a crash into the wires and/or poles resulting in serious injury or death to the pilot and/or passengers of the aircraft in addition to significant damage to the aircraft; (v) there are known to be rattlesnakes on the Panoche Airstrip property and they have been found inside the structures on the property; (vi) the structures on the Panoche Airstrip property were not completed in accordance with county building permits and are in various conditions of incompleteness, deterioration and/or decay and may contain many hazards to life and limb of anyone who enters such structures; (vii) the Panoche Airstrip property may contain abandoned vehicles, junk piles and other objects with sharp and jagged edges, hazardous or toxic substances and other risks of injury or death to anyone encountering such vehicles, junk piles or other objects; (viii) water available from the well on the Panoche Airstrip property has not been tested or certified for human consumption and may contain chemical, biological or mineral substances which are hazardous to human health. 2. The Panoche Airstrip may become unsuitable at any time for use by gliders, towplanes and/or other aircraft due to conditions within or without the control of the owner of the Panoche Airstrip, including but not limited to tall grass, animal xxxxxxx, the presence of ...
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I ACKNOWLEDGE AND AGREE THAT. ● If I will be a driver of the vehicle, I have a valid driver’s license and applicable auto liability insurance. I am 21 years of age or older, and I can legally operate a vehicle as part of the Rental Opportunity;
Sample 1
I ACKNOWLEDGE AND AGREE THAT a. I have a valid driver’s license and motorcycle endorsement, and I can legally operate an Indian motorcycle as part of the Event. b. I have reviewed, am familiar with, and will comply at all times with the SAFETY INSTRUCTIONS provided by the Event Sponsors, ALL INSTRUCTIONS AND WARNINGS contained in the Owner’s Manual, and the c. I am aware of and voluntarily assume THE RISKS ASSOCIATED WITH MOTORCYCLES, including SERIOUS INJURY AND/OR DEATH caused by loss of vehicle control, collisions, mechanical failures, trail conditions, my own negligent acts, the negligent acts of other riders, and the potential negligence of Event Sponsors, including the failure to adequately screen, train, warn, or otherwise protect me from all these risks.
Sample 1
I ACKNOWLEDGE AND AGREE THAT. ● I have a valid driver’s license; I am 25 years of age or older and I can legally operate a vehicle as part of the Rental Agreement. ● An applicable auto liability insurance policy must provide liability coverage for motor vehicles rented in the U.S. by a person insured under the policy. ● Driver will wear a seatbelt when operating the vehicle. ● An applicable automobile liability insurance policy must provide liability coverage for motor vehicles rented in the U.S. by a person insured under the policy. ● Driver will ONLY carry minor passengers if Driver is at least age 25 and the parent/guardian of the minor passenger, will ONLY carry the number of passengers for which the vehicle was designed, will ONLY carry passenger(s) who have signed this Agreement and the accompanying Waiver, and will require each such passenger to wear proper safety equipment and a seat belt. ● I am aware of and voluntarily assume the DANGERS AND RISKS OF SERIOUS INJURY, DAMAGE, OR DEATH that exist in my use of the vehicle and the vehicle’s equipment and my participation in the Rental Agreement activities which could be or may be caused by loss of vehicle control, collisions, mechanical failure, road conditions, my own negligent acts, the negligent acts of other riders, and the potential negligence of the Operator and Polaris, including the failure to adequately screen, train, warn, or otherwise protect me from all these risks. My participation in such activities and/or use of such vehicle and vehicle equipment may result in injury or illness including, but not limited to BODILY INJURY, DISEASE, STRAINS, FRACTURES, PARTIAL OR TOTAL PARALYSIS, OTHER AILMENTS THAT COULD CAUSE SERIOUS DISABILITY, AND/OR DEATH. ● I have received appropriate and thorough safety instructions and a vehicle review including its handling, safety features, risks, hazards, instructions and warnings and am comfortable and confident in my ability and knowledge to handle the rented vehicle in accordance with such safety instructions and warnings on the vehicles and in accordance with the safety training provided. If I have any questions, I will ask before riding. ● I have not and will not consume drugs, alcohol or any other substance that could impair my judgment or driving/riding ability.
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Related to I ACKNOWLEDGE AND AGREE THAT

  • Letter Agreement The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.

  • Benefits Acknowledged The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

  • Consulting Arrangement At the Company’s option, the Company and Employee will enter into a consulting arrangement for a period of six (6) months from the date of such termination the “Consulting Period”), which arrangement will provide for (A) payment by the Company based upon a full-time monthly rate equal to 100% of Employee’s monthly base salary as of the date of such termination and (B) such other terms of service as shall be negotiated in good faith by the Company and Employee; provided, however, that if the Company determines not to enter into the negotiation of a consulting arrangement, or the Company and Employee cannot, following good-faith negotiation, agree upon the terms of such consulting arrangement, then promptly following such determination or the termination of such negotiations, as the case may be, Employee will be paid a lump-sum amount of cash equal to six (6) months of Employee’s base salary as of the date of such termination, less applicable withholding; provided further, however, that if during the Consulting Period Employee engages in Competition or breaches the covenants in Section 6 or in the separation agreement and release of claims, all payments pursuant to this subsection will immediately cease.

  • Executive Acknowledgement Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment. [Signature Page Follows]

  • Certain Transactions and Confidentiality Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • Transition Agreement In the event of termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3.2 or by Galapagos pursuant to Section 12.2.1, or with respect to one (1) or more countries or other jurisdictions by AbbVie pursuant to Section 12.3 or by Galapagos pursuant to Section 12.2.2(i), Galapagos and AbbVie shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which AbbVie and Galapagos will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Galapagos as reasonably necessary for Galapagos to exercise the licenses granted pursuant to Sections 12.6 or 12.7 after termination of this Agreement (in its entirety or with respect to one (1) or more countries or other jurisdictions, as applicable) as and to the extent set forth in this Article 12. For clarity, AbbVie shall not be required to Manufacture or have Manufactured the Molecules or Products by or on behalf of Galapagos as part of the Transition Agreement. 12.8.1 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3.2 or by Galapagos in its entirety pursuant to Section 12.2.1, AbbVie shall: (i) where permitted by Applicable Law, transfer to Galapagos all of its right, title, and interest in all Regulatory Documentation then Controlled by AbbVie or its Affiliates or Sublicensees and in its/their name applicable to the Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii); (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) if requested by Galapagos and unless expressly prohibited by any Regulatory Authority, transfer control to Galapagos of all Clinical Studies being Conducted by AbbVie or its Affiliates or Sublicensees as of the effective date of termination and continue to Conduct such Clinical Studies, at Galapagos’ cost, for up to […***…] ([…***…]) months to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Galapagos shall not have any obligation to continue any Clinical Study unless required by Applicable Law, and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Clinical Study to completion, at Galapagos’ cost; and (iv) assign (or cause its Affiliates or Sublicensees to assign) to Galapagos all agreements with any Third Party with respect to the Conduct of pre-clinical Development activities, Clinical Studies or Manufacturing activities for the Products, including agreements with contract research organizations, clinical sites, and investigators, unless, with respect to any such agreement, (a) Galapagos declines such assignment, or (b) such agreement (1) expressly prohibits such assignment, in which case AbbVie shall cooperate with Galapagos in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (2) covers products covered by Patents Controlled by AbbVie or any of its Affiliates in addition to the Products, in which case AbbVie shall, at Galapagos’ sole cost and expense, cooperate with Galapagos in all reasonable respects to facilitate the execution of a new agreement between Galapagos and the applicable Third Party. 12.8.2 The Transition Agreement shall provide that in the event of a termination of this Agreement with respect to a country or other jurisdiction by AbbVie pursuant to Section 12.3 or by Galapagos pursuant to Section 12.2.2(i) (but not in the case of any termination of this Agreement in its entirety), AbbVie shall: (i) where permitted by Applicable Law, transfer to Galapagos all of its right, title, and interest in all Regulatory Approvals owned by, or in the name of, AbbVie or its Affiliates or Sublicensees, which Regulatory Approvals are solely applicable to the relevant country or jurisdiction and the Products that are the subject of an exclusive license grant in Section 12.7, as such Regulatory Approvals exists as of the effective date of such termination of this Agreement with respect to such relevant country or jurisdiction; provided, that AbbVie retains a license and right of reference under any Regulatory Approval transferred pursuant to this clause as necessary or reasonably useful for AbbVie to Commercialize Products in the Territory, Develop Molecules or Products in support of such Commercialization, or Manufacture Molecules or Products in support of such Development or Commercialization; (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) grant Galapagos a right of reference to all Regulatory Documentation then owned by, or in the name of, AbbVie or its Affiliates or Sublicensees, and which Regulatory Documentation is not transferred to Galapagos pursuant to clause (i) above, and is necessary or reasonably useful for Galapagos, any of its Affiliates or sublicensees to Develop or Commercialize in the terminated country or jurisdiction the Product(s) that are the subject of the license grant in Section 12.7 as such Regulatory Documentation exists as of the effective date of such termination of this Agreement with respect to such terminated country or jurisdiction; (iv) if requested by Galapagos and unless expressly prohibited by any Regulatory Authority, transfer control to Galapagos of all Clinical Studies specific to such terminated country(ies) being Conducted by AbbVie or its Affiliates or Sublicensees as of the effective date of termination and continue to Conduct such Clinical Studies, at Galapagos’ cost, for up to […***…] ([…***…]) months to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Galapagos shall not have any obligation to continue any Clinical Study unless required by Applicable Law, and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Clinical Study to completion, at Galapagos’ cost; and (v) assign (or cause its Affiliates or Sublicensees to assign) to Galapagos all agreements with any Third Party with respect to the Conduct of Clinical Studies specific to such terminated country(ies), including agreements with contract research organizations, clinical sites, and investigators, unless, with respect to any such agreement, (a) Galapagos declines such assignment, or (b) such agreement (1) expressly prohibits such assignment, in which case AbbVie shall cooperate with Galapagos in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (2) covers products covered by Patents Controlled by AbbVie or any of its Affiliates in addition to the Products, in which case AbbVie shall, at Galapagos’ sole cost and expense, cooperate with Galapagos in all reasonable respects to facilitate the execution of a new agreement between Galapagos and the applicable Third Party.

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

  • Non Competition and Confidentiality (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions: (i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and (ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company. (b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

  • Executive Acknowledgment Executive acknowledges (a) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

  • 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.

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