Common use of Post-Termination Consulting Services Clause in Contracts

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 Company was not an inducement for you to enter into this Agreement or any other agreement with the Company, and (z) your service as a consultant to the Company, and any termination of that service, at any time, for any reason, shall not affect any other provisions of this Agreement or any other agreement between you and the Company, including, without limitation, the release provisions set forth in this Agreement.

Post-Termination Consulting Services. You agree Subject to perform services for the Company as an independent contractorAgreement Preconditions, with the term of your consulting relationship beginning on from the Separation Date and continuing for twelve to April 28, 2025 (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”), you agree that you will perform post-termination, part-time consulting services in the area of your expertise as reasonably requested by the Company’s Chief Executive Officer or Chief Financial Officer (the “Consulting Services”), not to exceed 10 hours per month. In exchange for the event that Consulting Services, (i) the Company terminates the Agreement prior to the expiration of the twelve (12) month term, the Company will shall pay you a one-time payment in the amount cash fee of the remaining monthly fees you would have received if $36,260 on October 31, 2024, and (ii) during the Consulting Period had continued for your outstanding equity awards as of the full twelve (12) months following your Separation Date (will remain outstanding and will be eligible for continued vesting, in each case in accordance with the “Early Termination Payment”)terms of such awards, and as further described in Section 5 below. For Your relationship with the avoidance Company during the Consulting Period will be that of doubtan independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship after the Separation Date. Other than your COBRA rights or as otherwise specified in this Agreement, you will not be entitled to the Early Termination Payment if you terminate the Agreement prior to the expiration any of the twelve (12) month termbenefits that the Company may make available to its employees, including but not limited to, group health or life insurance, profit-sharing or retirement benefits, and you acknowledge and agree that your relationship with the Company during the Consulting Period will not be subject to laws or regulations governing employment relationships. During the Consulting Period, you will agree: (i) you have no legal authority to bind the Company; (ii) you may not make representations that can be expected to provide advice and assistance to reasonably construed as being made for or on behalf of the Company (as requested determined in the Company’s sole discretion); (iii) to abide by all policies and decisions made by the Company; (iv) to expend your best efforts on behalf of the Company in performing the Consulting Services; and (v) to refrain from any actions or activities that are reasonably foreseeable to cause the Company harm or to hinder the seamless provision of Consulting Services. You agree that any violation of this Section 3 shall be a material breach of this Agreement. You may terminate your Consulting Services at any time to time, which may include without limitation, being available for questions and matters that arise related with at least 10 days’ advance written notice to the Company’s financial plan and related matters (the “Services”). You agree The Company may terminate your Consulting Services immediately upon written notice to perform the Services you 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 you materially breach your obligations hereunder or under your Confidential Information Agreement (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 Company was not an inducement for you to enter into this Agreement or any other agreement with the Company, and (z) your service as a consultant to the Company, and any termination of that service, at any time, for any reason, shall not affect any other provisions of this Agreement or any other agreement between you and the Company, including, without limitation, the release provisions set forth in this Agreementdefined below).

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 three (123) months following your Separation Date; provided provided, that either (a) you or the Company may end your consulting relationship under this Agreement at any time, for any reason, and (b) the Company may terminate your consulting relationship under this Agreement at any time, for any reason, in either case, without prior notice (the period during which you are providing consulting services under this Agreement is referred to herein as 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 transition of the Company’s financial plan growth and related matters sales department following your separation as Chief Growth Officer; and your historical recollections and work as the Company’s former Chief Growth Officer (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 fifteen thousand dollars ($10,000 15,000) 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 All compensation or other payments paid or made to you during the event Consulting Period in respect of your Services shall be paid or made without withholding or deduction of any kind, and you shall assume sole responsibility for discharging all tax and other obligations associated therewith. You further acknowledge and agree that the Company hires and onboards a new Chief Financial Officer within during 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 except with respect to benefits accrued, vested, or earned prior to the Options on your Separation Date notwithstanding the provision Date, you have no right to participate, and shall not participate, in any employee benefit plans, programs, or policies 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 Company was not an inducement for you to enter into this Agreement or any other agreement with the Company, and (z) your service as a consultant to the Company, and any termination of that service, at any time, for any reason, shall not affect any other provisions of this Agreement or any other agreement between you and the Company, including, without limitation, the release provisions set forth in this Agreement.

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 provided, that: (a) you or the Company may end your consulting relationship under this Agreement at any time, for any reason; and (b) the Company may terminate your consulting relationship under this Agreement for Good Cause (as defined below), in either case, without prior notice (the period during which you are providing consulting services under this Agreement is referred to herein as as, the “Consulting Period”). In the event that If the Company terminates the Agreement your consulting relationship for Good Cause prior to the expiration of the twelve (12) month term, (a) the Company will pay you a one-time shall not be responsible for the payment in the amount of the any remaining monthly fees you otherwise would have received if the Consulting Period had continued for the full twelve (12) months following your Separation Date and (b) all of your then-unvested Options (including any then-unvested Continuing Options) will be immediately canceled and terminated for no consideration. If you terminate the “Early Termination Payment”consulting relationship more than 180 calendar days after the Separation Date, in connection with the acceptance of employment with an entity, body, or agency that is not a Restricted Entity (as defined below), then: (a) the Company shall make a lump sum payment to you, within fifteen (15) calendar days of such termination, equal to the sum of any remaining monthly fees you otherwise would have received if the Consulting Period had continued for the full twelve (12) months following your Separation Date; and (b) all of the then-unvested Continuing Options that are otherwise eligible to vest during the Consulting Period will accelerate and become immediately vested as of the date of the termination of the consulting arrangement. For the avoidance of doubt, you will not be entitled to the Early Termination Payment if you terminate the Agreement consulting relationship prior to the expiration end of the twelve (12) month termConsulting Period for any other reason, you will no longer be entitled to vest in any of your then-unvested Continuing Options that are eligible to vest during the Consulting Period. During the Consulting Period, you will be expected to provide advice and assistance to the Company as reasonably requested by the Company from time to time, which may include without limitation, being available for questions and matters that arise related to the transition of the Company’s financial plan legal department following your separation as General Counsel; your historical recollections and related matters work as the Company’s former General Counsel; and certain ongoing legal and regulatory litigations, investigations, and other proceedings (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 The Company will remit effectuate payment within fifteen by the fifteenth (1515th) dayscalendar day of each month with respect to the fee for that month. In All compensation or other payments paid or made to you during the event that the Company hires Consulting Period in respect of your Services shall be paid or made without withholding or deduction of any kind, and onboards a new Chief Financial Officer within you shall assume sole responsibility for discharging all tax and other obligations associated therewith. You further acknowledge and agree that, during 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 except with respect to benefits accrued, vested, or earned prior to the Options on your Separation Date notwithstanding the provision Date, you have no right to participate, and shall not participate, in any employee benefit plans, programs, or policies 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 Company was not an inducement for you to enter into this Agreement or any other agreement with the Company, and (z) your service as a consultant to the Company, and any termination of that service, at any time, for any reason, shall not affect any other provisions of this Agreement or any other agreement between you and the Company, including, without limitation, the release provisions set forth in this Agreement.