Ongoing Consulting Services Sample Clauses

Ongoing Consulting Services. Provided that (a) ▇▇. ▇▇▇▇▇▇▇▇▇▇’▇ employment does not terminate before March 31, 2006 pursuant to either subsection 9.1 or 9.2 below, (b) ▇▇. ▇▇▇▇▇▇▇▇▇▇ complies with all the terms and conditions of this Agreement, (c) upon commencement of the Consulting Period, ▇▇. ▇▇▇▇▇▇▇▇▇▇ executes the Release attached as Exhibit A, and (d) ▇▇. ▇▇▇▇▇▇▇▇▇▇ complies with all other written agreements that he has with the Company and other applicable Company policies, during the period commencing on the expiration of the Regular Period and ending December 31, 2006 (the “Consulting Period”) the Company agrees to engage, and ▇▇. ▇▇▇▇▇▇▇▇▇▇ agrees that he will continue to provide, ongoing services to the Company on a consulting basis as reasonably requested from time to time, including occasional emails and telephone conversations. Notwithstanding the foregoing, ▇▇. ▇▇▇▇▇▇▇▇▇▇ acknowledges and agrees that the Company may terminate his service as a consultant under this Agreement for Cause (as defined below). ▇▇. ▇▇▇▇▇▇▇▇▇▇ further agrees that, if requested by the Company at any time during the Consulting Period, to the extent that it has not been completed prior to the end of the Regular Period, he will resign his positions as a director and/or officer of any of the Company’s subsidiaries and take such other actions and execute such other documents as are reasonably required to effect such resignations and the appointment by the Company of a replacement for ▇▇. ▇▇▇▇▇▇▇▇▇▇ in any such capacities. As compensation for ▇▇. ▇▇▇▇▇▇▇▇▇▇’▇ ongoing services during the Consulting Period, the Company will offer ▇▇. ▇▇▇▇▇▇▇▇▇▇ the consideration described in Section 5.3, to which ▇▇. ▇▇▇▇▇▇▇▇▇▇ is not otherwise entitled. In addition, the parties each acknowledge and agree that the Company’s offer to engage ▇▇. ▇▇▇▇▇▇▇▇▇▇ as a consultant during the Consulting Period is in exchange for his agreement to the terms of this Agreement, including without limitation the provisions of Sections 5, 7, 10 and 12 below. ▇▇. ▇▇▇▇▇▇▇▇▇▇ further acknowledges and agrees that the Company’s engagement of TW /s/ TW KB /s/ KB please initial each page him as a consultant to the Company for the Consulting Period is of substantial value to him, in addition to the cash compensation payable under Section 5.3.