Common use of Senior Status Clause in Contracts

Senior Status. Notwithstanding anything to the contrary in sections 1 and 2, at any time during the Executive’s employment under this agreement and before the Final Date, the Executive may, at his option, upon 90 days’ written notice given to the Company, elect to terminate his positions, duties and responsibilities under section 1, and during the period (the “Senior Status Period”) commencing 90 days after such written notice is first given and continuing until the earlier of (a) the tenth anniversary of the termination of his positions, duties and responsibilities under section 1 or (b) the termination of the Executive’s employment in accordance with this agreement, provide consulting (but not line executive) services as an employee. If the Executive shall not have exercised this option on or before the 90th day before the Final Date the Executive shall be deemed to have exercised this option on such date. It is the intention of the parties that, during the Senior Status Period, the Executive shall continue to be elected to and serve as a member of the board of directors of the Company. The Executive, in carrying out his duties during the Senior Status Period, shall report to the Company’s chief executive officer or, if the Executive so elects, to the board of directors of the Company. During the Senior Status Period, the Executive shall, at the request from time to time of the Company’s chief executive officer or board of directors (whoever the Executive then reports to), make himself available to the Company, at times that are reasonably convenient for him, to provide advisory services (it being understood, however, that such services shall not require the Executive to travel to a location more than 25 miles from his residence from time to time or to devote more than fifty (50) hours in any three-month period to the Company). During the Senior Status Period, the Company shall provide the Executive an office (at a location specified by the Executive, which need not be where the Company’s offices are located), secretary, car and driver, all on a basis comparable to what is currently provided to the Executive.

Senior Status. Notwithstanding anything to the contrary in sections 1 and 2, at any time during the Executive’s employment under this agreement and before the Final Date, the Executive may, at his option, upon 90 days’ written notice given to the Company, elect to terminate his positions, duties and responsibilities under section 1, and during the period (the “Senior Status Period”) commencing 90 days after such written notice is first given and continuing until the earlier of (a) the tenth anniversary of the termination of his positions, duties and responsibilities under section 1 1, or (b) the termination of the Executive’s employment in accordance with this agreement, provide consulting (but not line executive) services to the Company as an employee. If the Executive shall not have exercised this option on or before the 90th day before the Final Date the Executive shall be deemed to have exercised this option on such date. It is intended that, during the Senior Status Period, the Executive shall continue to provide services to the Company relevant to the general management of the affairs of the Company and to have a voice as to matters that impact the general management of the affairs of the Company. It is reasonably anticipated by the parties and intended that during the Senior Status Period, the level of services the Executive shall perform shall be as mutually agreed by the Executive and the Company, but shall not be less than 25% of the average level of bona fide services performed by the Executive during the immediately preceding 36 month period and that the commencement of the Senior Status Period shall not be considered a “separation from service” with the Company within the meaning of Code Section 409A and the guidance issued thereunder. It is the intention of the parties that, during the Senior Status Period, the Executive shall continue to be elected to and serve as a member of the board of directors of the Company. The Executive, in carrying out his duties during the Senior Status Period, shall report to the Company’s chief executive officer or, if the Executive so elects, to the board of directors of the Company. During the Senior Status Period, the Executive shall, at the request from time to time of the Company’s chief executive officer or board of directors (whoever the Executive then reports to), make himself available to the Company, at times that are reasonably convenient for him, to provide mutually agreeable advisory services (it being understood, however, that such services shall not require the Executive to travel to a location more than 25 miles from his residence from time to time or to devote more than fifty (50) hours in any three-month period to the Companytime). During the Senior Status Period, the Company shall provide the Executive an office (at a location specified by the Executive, which need not be where the Company’s offices are located), secretary, car and driver, all on a basis comparable to what is currently provided to the ExecutiveExecutive prior to the Senior Status Period.