Post-Termination Consulting. In the event of Executive’s Involuntary or Voluntary Termination, if requested by the Company, Executive agrees to provide services to the Company as a consultant for a period of thirty (30) days following the effective date of such termination (the “Consulting Period”), in exchange for cash compensation at the rate of $100 per hour. Executive shall have the right to decline to provide any consulting services requested by the Company after an Involuntary Termination or Voluntary Termination but such refusal during the period when severance payments are being made by the Company will result in the forfeiture of Executive’s right to the Severance Amount hereunder. If Executive does elect to provide consulting services following the completion of the severance period, Executive shall be obligated to provide no more than ten (10) hours of consulting services per week during the Consulting Period, and the Company shall make reasonable accommodations for Executive with respect to the place and time of the provision of such services so as not to interfere with Executive’s future employment or employment opportunities or otherwise.
Post-Termination Consulting. Section XII of the Agreement, entitled “Post-Termination Consulting,” is hereby amended to read in its entirety as follows:
Post-Termination Consulting. In the event of Executive’s Involuntary or Voluntary Termination, if requested by the Company, Executive agrees to provide services to the Company as a consultant for a period of thirty (30) days following the effective date of such termination (the “Consulting Period”), in exchange for cash compensation at the rate of $100 per hour. Executive shall have the right to decline to provide any consulting services requested by the Company after an Involuntary Termination or Voluntary Termination but such refusal during the period when severance payments are being made (or accrued pursuant to Section XXVI of this Agreement) by the Company will result in the forfeiture of Executive’s right to the Severance Amount hereunder. If Executive does elect to provide consulting services following the completion of the severance period, Executive shall be obligated to provide no more than ten (10) hours of consulting services per week during the Consulting Period, unless the parties agree otherwise, and the Company shall make reasonable accommodations for Executive with respect to the place and time of the provision of such services so as not to interfere with Executive’s future employment or employment opportunities or otherwise. Notwithstanding the foregoing, in the event that the level of consulting services provided by Executive to the Company or its successor following the effective date of Executive’s Involuntary or Voluntary Termination exceeds 20% of the average level of services that Executive performed over the thirty-six (36) month period preceding the effective date of such termination (or such lesser number of months that constitutes the total period during which Executive provided services to the Company, if applicable), the Involuntary or Voluntary Termination, as applicable, will not constitute a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”).
Post-Termination Consulting. In the event you resign (other than for Good Reason, in which case this Section 6 shall not apply and you shall be entitled to the benefits set forth in Section 4(b) or Section 5(a), as applicable) at any time after one (1) year following commencement of your employment with the Company, you may elect upon written notice to the Company within ten (10) days following such resignation, or, if you do not so elect, the Company may elect upon written notice to you within twenty (20) days following such resignation to require you, to consult for the Company for up to two (2) days per week for a six (6) month period following such resignation, during normal business hours, upon reasonable advance notice from the Company and, to the extent requested by the Company, on site at the Company’s facilities in the San Francisco Bay Area. In the event of such an election, during such six (6) month period, you will consult on such transitional matters as are reasonably requested by the Company, you will be paid a consulting fee of $11,500 per month (paid on regular company pay days, subject to normal withholdings, and regardless of whether consulting services are actually performed), the provisions of paragraph 8(b) of your offer letter of even date herewith between you and the Company will remain in effect and you will not knowingly assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company. Such consulting arrangement may be terminated at any time by either you or the Company, but if the Company terminates such arrangement without Cause or you terminate for Good Reason, the Company will pay you in a lump sum on the date of such termination the remaining amount of the consulting fee you would have earned had you continued such arrangement for the entire six (6) month period; provided, however, that your acceptance of a reduced or different role with the Company during the consulting period and the Company’s requirement that you work at the Company’s facilities in the San Francisco Bay Area during the consulting period shall not alone constitute “Good Reason.”
Post-Termination Consulting. (a) As directed by Internap’s Chief Executive Officer (“CEO”), from the Termination Date through February 28, 2017 (the “Consulting Period”), You agree to perform duties as requested and authorized by Internap, including, but not limited to, cooperating with Internap in any pending or future matters, including, but not limited to, any business matter, litigation, investigation or other dispute about which You have knowledge or information, and taking all steps requested by Internap to effect a smooth transition of Your duties and responsibilities as Internap’s Senior Vice President and General Manager, Cloud and Hosting Services (the “Services”). Any services not specifically described in this Section but required for the proper performance of, and reasonably related to, the Services shall be included in the definition of the Services as if specifically described in this Section. You shall report to Rxxxxxx X. Xxxxxxx or his designee during the term of the Consulting Period. After December 1, 2016, You will not be required to report to Internap’s offices during the Consulting period, provided however; it is expected that you will be generally available and come to Internap’s office as reasonably requested.
(b) During the Consulting Period, Internap shall pay You a monthly fee of Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33) for the Services (the “Fee”), to be paid semi-monthly on Internap’s regular payroll dates; provided that, the first payment will be made on the first payroll date following the expiration of this Agreement’s revocation period. If instructed by Internap’s CEO, You shall refrain from performing any Service or Services; provided that such an instruction shall not release Internap from its obligation to pay You the Fee.
(c) During the Consulting Period, Internap shall reimburse You for all reasonable costs associated with the business-related use of a mobile telephone in accordance with the policies and procedures of Internap.
(d) You acknowledge and agree that during the Consulting Period, whether or not any services provided by You hereunder are being performed on Internap property and regardless of the nature of the task being performed, You are an independent contractor of Internap. You expressly represent that You are an independent contractor of Internap under the laws of the United States, under applicable state laws, and under the common law, and You acknowledge that Internap is relying upon ...
Post-Termination Consulting. Upon termination of this Agreement in accordance with its terms (other than a termination by the Company for Cause or by the Executive without Good Reason), the Company shall enter into a consulting agreement with the Executive under which the Executive will provide advice and assistance concerning matters that are within the scope of the Executive’s knowledge and expertise upon the request of the Company for the three (3) year period following the Executive’s termination of employment. The Executive shall be required to provide such services for a period of time equal to the lesser of (i) approximately twenty percent (20%) of the level of service he had performed as an employee, or (ii) such period of time as may be necessary to ensure that the Executive’s termination of employment under the Agreement will be treated as a “separation from service” pursuant to Section 409A of the Code. As consideration for the consulting services, the Employee shall receive annual compensation equal to $300,000, payable in accordance with the Company’s normal payroll practices and procedures. The terms of the consulting agreement shall provide that the Company may terminate the consulting agreement only for Cause, as defined herein, or as the result of the Executive’s death or disability.
Post-Termination Consulting. For a period of one (1) year after the termination of Employee's employment for any reason other than cause, death, or permanent disability, or during the period when any amount is due or scheduled to be paid to Employee by Company pursuant to this Agreement (which period will not be reduced by any election or agreement by Company to pay any such amounts in advance of their scheduled due date), whichever is longer, Employee will, from time to time, if requested by Company, provide consultation and advice to Company regarding Company matters with which Employee was familiar during the term of Employee's employment. Employee's obligation to provide advice and consulting will be limited to two (2) hours per month (unless otherwise agreed), and such advice and consulting will be rendered at times that are mutually agreeable to Company and Employee.
Post-Termination Consulting. Upon termination of this Agreement, the Company shall have an option to retain Executive’s services as a consultant for a period not to exceed one year following the Termination Date. In the event the Company exercises such option, the Company and Executive shall enter into a consulting agreement providing for the payment to Consultant of a monthly consulting fee equal to at least one-half of Executive’s monthly salary and containing other reasonable and customary terms.
Post-Termination Consulting. (a) Employee hereby agrees to provide non-exclusive consulting services to Employer from the Termination Date through December 31, 2006 (the “Consulting Period”).
(b) As a consultant to Employer, Employee agrees upon request from Employer to assist with respect to transitional matters that may arise in connection with termination of Employee’s employment, to respond to requests for assistance or information concerning business matters with which Employee became familiar while employed, and to provide assistance with respect to the preparation of the Employer’s financial statements and Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2006 and September 30, 2006 and related matters (the “Consulting Services”); provided, however, that Employer shall not request Employee to provide more than 80 hours per month during July and August 2006 or more than 10 hours per month during any other month.
(c) It is intended and agreed by and between the parties that while providing Consulting Services, Employee is, and shall at all times be and remain, an independent contractor. Employee understands and agrees that during the Consulting Period, Employee is not an employee of Employer and shall not be treated as an employee for any purpose. Employee understands and agrees that as an independent contractor, Employee is required to pay and is solely liable for, all applicable taxes, including, without limitation, federal income tax and state income tax on remuneration Employee receives in exchange for the Consulting Services and Employee may be required to pay quarterly estimated income taxes. For each of July and August, Employer shall pay Employee a monthly retainer of $20,000 for provision of Consulting Services. For each subsequent month, Employer shall pay Employee a monthly retainer of $2,500 for provision of Consulting Services. The retainer for each month will be paid to Employee within one week of the first day of such month. Employer shall promptly reimburse Employee for all reasonable disbursements incurred by Employee in connection with providing Consulting Services, subject to approval and documentation in accordance with applicable policies as may be in effect from time to time. Nothing in this Agreement or otherwise shall be construed as identifying Employee as an employee, agent or legal representative of any of Employer during the Consulting Period for any purpose whatsoever. Employee will not be authorized to transact business, incur obl...
Post-Termination Consulting. The Parties agree that upon termination of Executive’s employment, Executive shall become a consultant to the Company for a period commencing on the Termination Date and ending on March 6, 2020 or such earlier date as provided in the Consulting Agreement attached hereto as Exhibit A (the “Consulting Period”). Both Parties agree that they will sign the Consulting Agreement on or before the Termination Date.
