Payment of Compensation on Termination. 5.5.1 Upon termination of Consultant's services prior to the expiration of this Agreement, if such termination is pursuant to Section 4.1, 4.2, 4.5, 4.6, or 4.7 hereof, Consultant shall be entitled to his Annual Fee and Bonus Compensation, earned but unpaid through the date of termination of agreement, payable on the date of termination. Consultant shall also be entitled to exercise any vested options for a period of One (1) Year following the termination of his agreement hereunder. 5.5.2 Upon termination of Consultant's agreement prior to the expiration of this Agreement, if such termination is pursuant to Section 4.4 hereof, Consultant shall be entitled to any Annual Fee, Bonus Compensation, earned but unpaid through the date of termination of employment, payable on the date of termination. In addition, in case of termination pursuant to Section 4.4, the payment of $1,000,000 in cash if terminated prior to the first anniversary of the Effective Date, and $2,500,000 in cash if terminated pursuant to Section 4.4 after the first anniversary of the Effective Date, which additional payments shall be made in quarterly installments. Consultant shall also be entitled to exercise any vested options for a period of one year following the termination of this agreement hereunder. The provisions of this Section 5.5.2 shall apply throughout the Term of this Agreement, including any period of extension in accordance with the provisions of Section 2 above. 5.5.3 In the event that Consultant is not serving as the Chairman of the Board and Strategic Consultant during the term of this Agreement or is terminated as a result of a Change of Control (as hereafter defined), Consultant shall be entitled to any Annual Fee and Bonus Compensation earned but unpaid through the date of termination of this contract, payable on the date of termination. Upon termination as a result of a Change of Control, Consultant shall also be entitled to receive the payment set forth in Section 5.5.
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Samples: Strategic Consulting Agreement (Gasco Energy Inc), Strategic Consulting Agreement (Gasco Energy Inc)
Payment of Compensation on Termination. 5.5.1 Upon termination of ConsultantExecutive's services employment prior to the expiration of this Agreement, if such termination is pursuant to Section 4.1, 4.2, 4.5, 4.6, or 4.7 hereof, Consultant Executive shall be entitled to his any Annual Fee and Salary, Bonus Compensation, earned and vacation accrued but unpaid through the date of termination of agreementemployment, payable on the date of termination. Consultant Executive shall also be entitled to exercise any vested options for a period of One (1) Year following the termination of his agreement employment hereunder.
5.5.2 Upon termination of ConsultantExecutive's agreement employment prior to the expiration of this Agreement, if such termination is pursuant to Section 4.4 hereof, Consultant Executive shall be entitled to any Annual FeeSalary, Bonus Compensation, earned and vacation accrued but unpaid through the date of termination of employment, payable on the date of termination. In addition, in case of termination pursuant to Section 4.4, the payment of $1,000,000 in cash if terminated prior to the first anniversary of the Effective Date, and $2,500,000 in cash if terminated pursuant to Section 4.4 after the first anniversary of the Effective Date, which additional payments shall be made in quarterly installments. Consultant Executive shall also be entitled to exercise any vested options for a period of one year following the termination of this agreement his employment hereunder. The provisions of this Section 5.5.2 shall apply throughout the Term of this Agreement, including any period of extension in accordance with the provisions of Section 2 above.
5.5.3 In the event that Consultant Executive is not serving as the Chairman of the Board Chief Executive Officer and Strategic Consultant President during the term of this Agreement or is terminated as a result of a Change of Control (as hereafter defined), Consultant Executive shall be entitled to any Annual Fee Salary, Bonus Compensation, and Bonus Compensation earned vacation accrued but unpaid through the date of termination of this contractemployment, payable on the date of termination. Upon termination as a result of a Change of Control, Consultant Executive shall also be entitled to receive the payment set forth in Section 5.5.
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Payment of Compensation on Termination. 5.5.1 Upon termination of Consultant's services prior to the expiration of this Agreement, if such termination is pursuant to Section 4.1, 4.2, 4.5, 4.6, or 4.7 hereof, Consultant shall be entitled to his Annual Consulting Fee and Bonus Compensation, earned but unpaid through the date of termination of agreement, payable on the date of termination. Consultant shall also be entitled to exercise any vested Plan options for a period of One (1) Year following the termination of his agreement hereunder.
5.5.2 Upon termination of Consultant's agreement employment prior to the expiration of this Agreement, if such termination is pursuant to Section 4.4 hereof, Consultant shall be entitled to any Annual Fee, Consulting Fee and Bonus Compensation, earned Compensation accrued but unpaid through the date of termination of employment, payable on the date of termination. In addition, Consultant shall also be entitled to compensation in case an amount equal to the greater of (i) Consultant's Consulting Fee for one year and (ii) Consultant's Annual Consulting Fee for the period from the date of termination through the remaining Term of this Agreement plus cash equal to the greater amount of $500,000 or the amount that is to be distributed pursuant to Section 4.4, paragraph 5.5.4 (a) below as if there were a Board of Director Recommended Change of Control. The stock price used in calculating such amount in 5.5.4 (a) shall be the payment of $1,000,000 in cash if terminated average closing price for the thirty (30) trading days prior to the first anniversary of the Effective Date, and $2,500,000 in cash if terminated pursuant to Section 4.4 after the first anniversary of the Effective Date, which additional payments shall be made in quarterly installmentstermination. Consultant shall also be entitled to exercise any vested Plan options for a period of one year following the termination of this agreement his employment hereunder. The provisions of this Section 5.5.2 shall apply throughout the Term of this Agreement, including any period of extension in accordance with the provisions of Section 2 above.
5.5.3 If the Company fails to extend this contract pursuant to Section 2 hereof Company shall pay to Consultant cash equal to the greater amount of $500,000 or the amount that is to be distributed pursuant to paragraph 5.5.4 (a) below as if there were a Board of Director Recommended Change of Control on or prior to the then applicable date of expiration in effect hereunder. The stock price used in calculating such amount in 5.5.4 (a) shall be the average closing price for the thirty (30) trading days prior to termination.
5.5.4 In the event that Consultant is not serving as the Chairman of the Board and Strategic Consultant during the term of this Agreement or is terminated terminates as a result of a Change of Control (as hereafter defined), Consultant shall be entitled to any Annual Fee Consulting Fee, and Bonus Compensation earned but unpaid through the date of termination of this contractemployment, payable on the date of termination. Upon termination as a result of a Change of Control, Consultant shall also receive the following additional compensation payable in cash on the date a Change of Control occurs: a) If the Change of Control occurs pursuant to a transaction or series of transactions that have been recommended to the shareholders of the Company by the Company's Board of Directors then Consultant shall receive additional compensation based on the cash equivalent consideration paid to a holder of one share of the Company's Common Stock as set forth below: Value of consideration for each Compensation to be paid to Level Common Share Consultant --------------- --------------------------------- ------------------------------ --------------- --------------------------------- ------------------------------ I $1.00 - $1.49 $500,000 II $1.50 - $.199 $1,000,000 III $2.00 - $2.49 $2,000,000 IV $2.50 - $2.99 $2,500,000 V $3.00 - $3.49 $3,000,000 VI >$3.50 $3,500,000
b) If the Change of Control occurs pursuant to a transaction or series of transactions that have not been recommended by the Board of the Directors to the shareholders of the Company then Consultant shall receive the greater of $1,500,000 or cash equal to the amount that is to be distributed pursuant to paragraph 5.5.4 (a) above as if there were a Board of Director Recommended Change of Control immediately upon such Change of Control. Consultant shall be entitled to receive exercise all granted Plan stock options for a period of one year following the payment set forth termination of his contract hereunder.
5.5.5 For all purposes of this Agreement, a "change of control" shall mean and shall be deemed to have occurred if: (i) there shall be consummated (X) any consolidation or merger of the Company with another corporation or entity and as a result of such consolidation or merger less than 50% of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned, directly or indirectly, in the aggregate by the stockholders of the Company, other than "affiliates," as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of any party to such consolidation or merger, as the same shall have existed immediately prior to such consolidation or merger, or (Y) any sale, lease, exchange or other transfer (or in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; (ii) the stockholders of the Company shall have approved any plan or proposal for the liquidation or dissolution of the Company; (iii) any "person" (as such term is used in the Section 5.513(d) and 14(d) (2) of the Exchange Act) shall have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the Company's outstanding common stock, without the prior approval of the Board; (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board of Directors shall have ceased for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new Director was approved by vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of the period; (v) a change of control of a nature that would be required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act shall have occurred; or (vi) any consolidation or merger of the Company with another corporation or entity and as a result of such consolidation or merger Consultant is not retained by the Board of Directors as the Chairman of the Board and Strategic Consultant (a "Change of Control").
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