Post-Termination Consulting Services. You agree to perform services for the Company as an independent contractor, with the term of your consulting relationship beginning on the Separation Date and continuing for twelve (12) months following your Separation Date; provided that either you or the Company may end your consulting relationship under this Agreement at any time, for any reason, without prior notice (the period during which you are providing consulting services under this Agreement is referred to herein as the “Consulting Period”). In the event that the Company terminates the Agreement prior to the expiration of the twelve (12) month term, the Company will pay you a one-time payment in the amount of the remaining monthly fees you would have received if the Consulting Period had continued for the full twelve (12) months following your Separation Date (the “Early Termination Payment”). For the avoidance of doubt, you will not be entitled to the Early Termination Payment if you terminate the Agreement prior to the expiration of the twelve (12) month term. During the Consulting Period, you will be expected to provide advice and assistance to the Company as requested by the Company from time to time, which may include without limitation, being available for questions and matters that arise related to the Company’s financial plan and related matters (the “Services”). You agree to perform the Services in good faith and to the best of your ability. You will be paid for the Services at the rate of $10,000 per month. You will provide the Company with an invoice on a monthly basis, following which the Company will remit payment within fifteen (15) days. In the event that the Company hires and onboards a new Chief Financial Officer within the Consulting Period, upon the new Chief Financial Officer’s completion of sixty (60) days of employment, the consulting relationship will automatically terminate and the Company will pay you the Early Termination Payment. Further, you acknowledge and agree that your consulting services with the Company will not qualify for continued vesting of your options, and, therefore, your vesting will cease with respect to the Options on your Separation Date notwithstanding the provision of the Services during the Consulting Period. For purposes of clarity, you and the Company mutually acknowledge and agree that (x) the provisions of this Section 12 are wholly separate and distinct from the remaining provisions of this Agreement, (y) your service as a consultant to the Co...
Post-Termination Consulting Services. In the event of any termination of Executive’s employment with the Company other than for death or Complete Disability, the Company shall have the right to retain Executive as a consultant for a period of up to one (1) year from the date of such termination (the “Consulting Period”). During the Consulting Period, the Company shall be entitled to require Executive to be available to render consulting services for up to twelve (12) days of consulting during such one (1) year period, it being understood that the scheduling of such consulting services shall not interfere with Executive’s work schedule for Executive’s principal employer. The Company shall schedule such consulting for days, or portions thereof, and places reasonably satisfactory to Executive, and unless Executive otherwise agrees, all consulting services shall be rendered in Carlsbad. In exchange for Executive’s availability during the Consulting Period (whether or not the Company actually schedules consulting activities), the Company shall pay Executive, in four (4) equal payments (the “Consulting Payments”), an aggregate amount equal to twenty-five percent (25%) of Executive’s annual base salary in effect as of the date of termination, with the first such payment to be made within five (5) business days following commencement of the Consulting Period and the next three (3) payments to be made on the first day of each successive calendar quarter following the date of termination. The Company shall also reimburse Executive for reasonable expenses incurred in carrying out Executive’s consulting duties hereunder.
Post-Termination Consulting Services. Upon expiration of this Agreement on September 30, 2006 (i.e., after the completion of the full term of service by Executive hereunder), Executive shall serve as a consultant to Company at a fee to be mutually agreed upon which shall be at least $1.00 per year plus continuation of the same benefits and/or perquisites provided to Executive during his term as Chief Executive Officer of Company, excluding, however, any items which would conflict with any laws, regulations and/or tax qualifications applicable to group health, pension and employee welfare plans of Company and, except as otherwise provided herein with respect to certain specified continuing obligations of Company to Executive, salary, bonuses and/or stock options. The consulting arrangement shall continue until notice is given as provided below following the earlier of: (i) acceptance by Executive of full-time employment with a third party, (ii) the rendering by Executive of any services to a competitor of Company or (iii) Executive's disability for a period of six months which shall render him substantially incapable of performing any consulting services for Company. If notice is given pursuant to clauses (i) and (ii) above, the consulting arrangement shall terminate three business days after the giving of such notice, and if such notice is given pursuant to clause (iii), such termination shall occur three months after the giving of such notice.
Post-Termination Consulting Services. (a) If the Executive remains in the employ of the Companies until the earlier of (i) his reaching the age of sixty-five (65) years, (ii) the termination of his employment with the Companies after the occurrence of a Change of Control, (iii) the termination of his employment with the Companies pursuant to Paragraph 10(b) of this agreement because of his disability, (iv) the termination of his employment with the Companies without cause, or (v) his resignation from employment with the Companies pursuant to Paragraph 10(f) of this agreement (relating to constructive termination), then, for a period of ten (10) years after the termination of the Executive’s employment with the Companies, the Executive agrees to serve as a consultant to the Board of Directors and Chief Executive Officer of the Companies with respect to the strategic planning and business development activities of the Companies and to provide up to twenty (20) hours of service per month to the Companies in such capacity upon the request of the Companies from time to time. The Executive may provide such consulting services either in person or by telephone, video conference, or other means of communication, and at such locations, as the Companies and the Executive reasonably may agree upon from time to time. The Companies agree to provide the Executive with reasonable advance notice as to the times at which the Companies will require the Executive’s consulting services and to be reasonably flexible in scheduling such times so as to enable the Executive to plan his personal schedule and meet his other commitments. Apart from his consulting duties under this agreement, the Executive shall be free to engage in any business or other activity that he may choose from time to time.
(b) The Executive and the Companies acknowledge and agree that the Executive will be an independent contractor for all purposes of the consulting services which he provides pursuant to this Paragraph 31 and will not be an agent, representative, or employee of the Companies for federal, state, or local tax purposes or for any other purpose whatsoever. Except as provided in this Paragraph 31, the Executive acknowledges and agrees that he will not be entitled to any employee benefits provided by the Companies to any of their respective employees by reason of the consulting services that he provides pursuant to this Paragraph 31. The Executive shall have sole responsibility for all of his acts as a consultant to the Companies and ...
Post-Termination Consulting Services. During the period Executive is receiving severance payments hereunder, Executive shall provide consulting services to Employer, if and as requested, on the terms described in this Section 5.4. During the provision of such consulting services, Executive shall be an independent contractor of Employer, not an employee. Executive shall make himself/herself available, during regular business hours, for consultation and assistance by telephone, email, or mail as Employer may from time to time request for continuity purposes. During the provision of such consulting services, Executive shall have no power or authority to enter into contracts on behalf of Employer or to bind Employer in any way, and Executive shall not create obligations on the part of Employer or represent to any party that he has such power or authority. Employer shall reasonably accommodate Executive’s schedule and job search efforts when requesting Executive’s assistance pursuant to this paragraph. Employer shall not request assistance from Executive of such a nature or magnitude so as to effectively preclude Executive from undertaking separate full-time employment with third parties, or seeking such employment. Executive’s sole right to compensation from Employer for the consulting services shall be the severance payments set forth in Article IV; provided, however, that Employer shall reimburse Executive for reasonable out-of-pocket expenses actually incurred by Executive in furtherance of the consulting services referred to herein, approved in advance and supported by adequate documentation. Should Executive fail to comply in good faith with this Section 5.4, then in addition to all other remedies Employer may have, Employer shall be entitled to cease any and all severance payments pursuant to Article IV and to reimbursement from Executive for any benefits or compensation paid to Executive under this Agreement on and after the date that Executive first breached this provision. This Section 5.4 shall only apply until Executive obtains separate full-time employment with a third party following his/her termination of employment with Employer.
Post-Termination Consulting Services. Executive agrees to make himself reasonably available to advise and consult with the Company on an as needed basis as requested by the Company’s Chief Executive Officer (or his designee) from the Termination Date through December 31, 2010; provided that such services shall not unreasonably interfere with Executive’s other business and personal obligations, shall not require services as would be inconsistent with Executive’s separation from service, and Executive shall be entitled to reimbursement for any reasonable out-of-pocket expenses incurred by Executive in connection with the performance of such services, in a manner consistent with Section 7(a) of the Employment Agreement.
Post-Termination Consulting Services. Upon expiration of this Agreement on February 28, 2009 or any extension thereof, Executive may serve as a consultant to Company at a fee to be mutually agreed upon which shall be at least $1.00 per year plus continuation of the same benefits and/or perquisites provided to Executive during his term as Chief Executive Officer of Company, excluding, however, any items which would conflict with any laws, regulations and/or tax qualifications applicable to group health, pension and employee welfare plans of Company and, except as otherwise provided herein with respect to certain specified continuing obligations of Company to Executive, salary, bonuses and/or stock options.
1. The consulting arrangement shall continue until notice is given as provided below following the earlier of: acceptance by Executive of full-time employment with a third party, (teaching)
2. The rendering by Executive of any services to a competitor of Company, or
3. Executive's disability for a period of six months which shall render him substantially incapable of performing any consulting services for Company. If notice is given pursuant to the preceding clauses 1. and 2., the consulting arrangement shall terminate three business days after the giving of such notice, and if such notice is given pursuant to clause 3., such termination shall occur three months after the giving of such notice.
Post-Termination Consulting Services. In consideration for your execution of this Agreement, the Company is entering into the consulting arrangement described below effective as of the Employment Termination Date and you acknowledge and agree that:
(a) You will provide to the Company and its affiliates consulting services after your Employment Termination Date with respect to such projects as requested by the CEO, in his sole discretion (such services, the “Consulting Services”), consistent with your prior role with the Company (but including, such services as may be necessary to transition your prior duties and responsibilities) and you shall not perform any services for the Company that were not approved by the CEO.
(b) The Consulting Services are being provided by you as an independent contractor and not as an employee of the Company or any of its affiliates; you are not and will not be an agent of the Company or its affiliates; and, as of the Employment Termination Date, you have no authority to make any representation, contract, or commitment on behalf of the Company or its affiliates or otherwise bind the Company or any of its affiliates and will not attempt to do so.
(c) You will have exclusive control over the means, manner, and methods by which the Consulting Services are performed, and you will provide all equipment, supplies, and materials at your own expense in performing the Consulting Services; provided, however, the Company shall reimburse you for reasonable third party documented out of pocket costs directly associated with your performance of the Consulting Services to the extent approved by the Chief Executive Officer in advance. Furthermore, you shall be permitted to retain your Company issued laptop computer, subject to you making the laptop available upon the termination of Consulting Services (or earlier if the Company so requests) for customary IT procedures (such as, for example, a remote clean-up).
(d) You agree that you will perform the Consulting Services to the best of your ability in a professional manner consistent with the highest industry standards and the undivided duty of loyalty you owe to the Company and its affiliates; in accordance with the highest standard of care with regard to such Consulting Services; and in accordance with all federal, state and local laws, rules and regulations which relate to or govern the activities contemplated by this Agreement.
(e) Your exclusive compensation for the Consulting Services shall consist of the following: (i) a mont...
Post-Termination Consulting Services. If the Transition is in connection with the termination of all the Outsourced Services, Company shall be entitled to receive consulting Services from Supplier at Supplier’s then-current time and materials rates for similar services (subject to annual cost of living adjustment increases no more often than once every twelve (12) months). Notwithstanding Section 4.8 (Survival of Obligations) of the Agreement, this Section 5 of this Exhibit G (Transition) shall survive the termination of the Agreement. Statement of Work #: SOW Effective Date:
Post-Termination Consulting Services. You acknowledge and agree that:
(A) You will provide to Romeo and its affiliates consulting services after your Employment Termination Date with respect to such projects solely as requested by the CFO or the successor CEO or their delegates, in their sole and absolute discretion, which will include continuing to make introductions of customers and suppliers and providing strategic guidance as to sales of the Company’s products and services and procurement of key raw materials and components that are part of the Company’s products and providing input regarding prospective customers of the Company’s joint venture with BorgWarner;
(B) In addition to the matters identified in Section 3(A), you agree to (a) maintain existing customer and supplier relationships to the extent required to introduce employees as determined by Romeo, including multiple points of contact within and determined by Romeo and its affiliates, (b) assist in transitioning day-to-day operating responsibilities to senior managers or other executives (collectively, with the matters identified in Section 3(A), the “Consulting Services”); provided, in all such cases, you shall not perform any services not approved by the CFO or the successor CEO or their delegates;
(C) In order to ensure alignment between you and Romeo and maximize the potential for commercial success, you and Romeo agree that you and Romeo’s CFO or successor CEO will use commercially reasonable efforts to work together to determine specific critical work packages no later than the 30th day following the Employment Termination Date.
(D) The Consulting Services are being provided by you as an independent contractor and not as an employee of Romeo or any of its affiliates; you are not and will not be an agent of Romeo or its affiliates; and, as of the Employment Termination Date, you have had no authority to make any representation, contract, or commitment on behalf of Romeo or its affiliates or otherwise bind Romeo or any of its affiliates and will not attempt to do so;
(E) You will have exclusive control over the means, manner, and methods by which the Consulting Services are performed, and you will provide all equipment, supplies, and materials at your own expense in performing the Consulting Services; provided, however, the Company shall reimburse you for reasonable third party documented out of pocket costs directly associated with your performance of the Consulting Services to the extent approved by the CFO in advance;
(F) Y...
