Post-Employment Consulting Services. In the event that the Executive’s employment is terminated by the Employer without Cause or by the Executive for Good Reason while a Proposed Business Combination is pending or within twelve (12) months after a Change in Control, the Executive shall endeavor, but only to the extent legally permissible, to be available to the Employer and the Holding Companies, for up to three (3) months after the effective date of the termination of the Executive’s employment, to render advice and assistance regarding the transition of matters under the Executive’s control prior to the termination of the Executive’s employment, as the Employer or the Holding Companies may reasonably request; provided that the Employer shall compensate the Executive for any such services actually rendered at a per diem rate equivalent to the Executive’s Annualized Base Salary as of the termination of the Executive’s employment.
Post-Employment Consulting Services. If the Company so requests, you agree to enter into and to provide certain consulting services under a post-employment consulting agreement with the Company, which may include, without limitation, certain continuing duties on your part to assist in the orderly transition of your duties and to otherwise continue to comply with certain obligations in your Employment Agreement.
Post-Employment Consulting Services. Effective as of the Termination Date, the Company agrees to retain Employee as a consultant, in which role Employee shall provide consulting services (collectively, the “Consulting Services”) to the Company as an independent contractor pursuant to the terms of the Consulting Agreement attached hereto as Exhibit B (the “Consulting Agreement”) through the six (6) month anniversary of the Termination Date (such period the “Consulting Term”). Nothing in this Agreement or the Consulting Agreement pertaining to Employee’s anticipated role as a Consultant shall in any way be construed to constitute Employee as a continuing employee, agent, officer, executive, or representative of the Company after the Termination Date, and Employee shall perform the services under the Consulting Agreement solely as an independent contractor. The Parties agree that there will be no break in service between Employee’s employment and Employee’s provision of the Consulting Services. Therefore, pursuant to the terms of the applicable Stock Agreements, the Options and RSU shall continue to vest in accordance with the vesting schedule set forth in the applicable Stock Agreements while Employee remains a Service Provider (as defined in the applicable Stock Agreements) during the Consulting Term.
Post-Employment Consulting Services. After the Effective Date, and during a transition period from the Effective Date through December 31, 2020 (the “Transition Period”), Xxxxxx shall make himself available to provide such strategic consulting services to the Company as are reasonably requested by the Company, from time to time; it being agreed and understood, however, that such services shall not be required on a full-time basis and shall not unreasonably interfere with any subsequent employment obtained by Xxxxxx. In return for Xxxxxx agreeing to be available to provide such consulting services and for other good and valuable consideration provided in this Agreement, the Company agrees to pay Xxxxxx the aggregate amount of $250,000, net of applicable payroll deductions, if required (the “Consulting Payments”), in equal monthly installments (or pro rata amounts for periods less than a calendar month) at the end of each calendar month during the Transition Period. Regardless of whether Company requests any consulting services, all Consulting Payments are due to Xxxxxx.
Post-Employment Consulting Services. Conditioned upon Employee’s timely execution of this Agreement, the Company agrees to retain Employee to perform services for the Company as a Consultant, in which role he shall provide consulting services (“Consulting Services”) to the Company as an independent contractor pursuant to the terms of the Consulting Agreement attached hereto as Exhibit B (the “Consulting Agreement”). The term during which Employee shall provide Consulting Services shall hereinafter be referred to as the “Consulting Term.” Nothing in this Agreement or the Consulting Agreement pertaining to Employee’s anticipated role as a Consultant shall in any way be construed to constitute Employee as a continuing agent, officer, employee, or representative of the Company after the Termination Date, but Employee shall perform the services under the Consulting Agreement solely as an independent contractor. For purposes of clarification, there shall be no break of service between the Termination Date and the commencement of the Consulting Services.
Post-Employment Consulting Services. Commencing July 2, 2019, you will provide consulting services (the “Consulting Services”) to the Company pursuant to the Consulting Agreement attached hereto as Exhibit B (the “Consulting Agreement”) through and including January 1, 2020 or such earlier date pursuant to the terms of the Consulting Agreement (the “Consulting Period”).
Post-Employment Consulting Services. Subject to satisfaction of the requirements in Section 1.3 regarding the Release, during the Consulting Term described in Section 2.3, the Company shall retain Executive as a consultant to the Company in the capacity as an independent contractor and not as an employee of the Company, and Executive agrees to serve as a non-employee consultant to the Company for the purpose of advising and assisting the Company pursuant to the terms and conditions of this Agreement. If and when requested by the Chief Executive Officer of the Company (“CEO”) during the Consulting Term, Executive agrees to (a) advise and assist with respect to any aspect of the Company’s operations; and (b) provide other advice to the Company or its Affiliate and offer assistance on other matters as reasonably requested from time to time (everything in clauses (a) and (b) being collectively the “Consultant Services”). Executive shall not perform any Consultant Services without obtaining advance approval from the CEO or his delegates.
(a) The Parties hereby confirm and agree that the Executive shall be retained and engaged by the Company to provide Consulting Services as an independent contractor of the Company, and Executive’s relationship to the Company or any Affiliate during the Consulting Term shall be solely that of an independent contractor and not as a director, officer or employee.
(b) The Company shall not have the right to direct, control, or supervise Executive in the performance of any of his duties during the Consulting Term. Executive possesses all the technical training, education, expertise, experience, and industry contacts that are necessary to satisfactorily complete the Consulting Services for which he is engaged by the Company.
(c) Executive shall have no authority or power to bind the Company or any Affiliate in relation to any third party, or to represent to any third party that Executive has any authority or power to bind the Company or any Affiliate.
(d) The level of services to be provided to the Company by Executive during the Consulting Term shall be no more than twenty percent (20%) of the average level of services that the Executive provided to the Company during the immediately preceding 36-month period prior to commencement of the Consulting Term, as determined under Code Section 409A.
(e) Other than the Grant Agreements and as set forth in Section 2.5(b) below, Executive shall not be eligible to participate in any Plans as the result of his performance of Consu...
Post-Employment Consulting Services. Conditioned upon Executive’s timely execution and non-revocation of this Agreement and the Supplemental Separation Agreement, and Executive’s satisfactory performance through the Termination Date, as determined by the Company in its discretion, the Company agrees to offer Executive the opportunity to perform limited additional services for the Company as a Consultant through July 31, 2018, in which role she shall provide consulting services (“Consulting Services”) to the Company as an independent contractor pursuant to the terms of Company’s standard consulting agreement (the “Consulting Agreement”) attached hereto as Exhibit B. The Consulting Agreement shall be entered into on the Termination Date. The term during which Executive shall provide Consulting Services shall hereinafter be referred to as the “Consulting Term” and the date such Consulting Services terminate, the “Consulting Services Termination Date”. For purposes of clarification, the Parties acknowledge and agree that, subject to Executive executing the Consulting Agreement on the Termination Date, there will be no break in service in Executive’s service to the Company between the Termination Date and the commencement of the provision of Consulting Services and Executive will not cease to be a Service Provider (as defined in the applicable Stock Agreement) as a result of such transition. Nothing in this Agreement or the Consulting Agreement pertaining to Executive’s anticipated role as a Consultant shall in any way be construed to guarantee Executive any position as a Consultant or constitute Executive as a continuing agent, officer, employee, or representative of the Company after the Termination Date, but Executive shall perform the Consulting Services solely as an independent contractor, and subject to the terms and conditions set forth therein. 2.
Post-Employment Consulting Services. 6.1 In the event that Executive terminates voluntarily his employment with the Company during the term of this Agreement, the Company agrees to provide Executive upon termination with a consulting contract that will contain the following terms:
(a) a minimum five-year term, at the discretion of the Executive, to provide consulting services upon request of the Company, such services not to exceed 10 hours per month;
(b) a minimum annual payment of One Hundred Thousand Dollars ($100,000), payable in such installments as agreed between the Executive and the Company;
(c) the benefits provided in sections 3.1(c) and 3.1(d) of this Agreement; and
(d) other terms as agreed between the Executive and the Company.
6.2 The aggregate of payments received under a consulting contract entered into pursuant to section 6.1 shall be offset by the aggregate of any payments received by Executive under section 3.1(a), and the aggregate of any payments received by Executive under either the Nobel Learning Communities, Inc. Senior Executive Severance Pay Plan or Nobel Learning Communities, Inc. Executive Severance Pay Plan; provided, however, that the benefits provided under this ----------------- section 6.2 shall not be offset by any payments due or paid Executive under the Contingent Severance Agreement dated March 11, 1997, and the Noncompete Agreement, dated March 11, 1997.
Post-Employment Consulting Services. Upon his termination of employment with the Company, including by voluntary retirement, the Executive agrees to provide consulting services to the Company for a period of one (1) year (the “Consulting Period.”). With the Executive’s consent, the Company may extend the Consulting Period annually by an additional year by providing a notice at least 30 days before the end of the Consulting Period (initially or as it may have been previously extended). The consulting services will consist of the following activities:
(a) the Executive’s cooperation with the Company in the transition of management of the Company following the Executive’s retirement,
(b) providing strategic advice on major acquisitions,
(c) providing strategic and operational advice on the execution of the corporate commodity hedging strategy, and
(d) such other special projects and activities as may be requested by the Board of Directors or the Chief Executive Officer and agreed to by the Executive, which agreement may not be unreasonably withheld by the Executive. The Company acknowledges that the consulting services to be rendered will be done at times and in the manner as determined by the Executive. The Company also acknowledges that it is expected that the Executive will devote less than half of his available working time to the consulting services. In addition to the consulting services, if elected as a member of the Board of Directors and as non-executive Chairman of the Board, the Executive also agrees to serve as non-executive Chairman of the Board during the Consulting Period; provided that in such event the Executive shall also be entitled to receive compensation and benefits afforded to non-employee directors under the Company’s director compensation policy as in effect from time to time.
