Strategic Advisor. The Company agrees that it shall engage Xxxxxxx, Xxxxx & Xxxxxxxxx ("MJT"), on a non-exclusive basis, to review strategic alternatives for the Company, such that MJT will prepare and deliver, no later than July 31, 2000, to the Board of Directors of the Company a recommendation on the strategic alternatives facing the Company. The Company shall execute and deliver to MJT an engagement letter in the customary form used by MJT for transactions of this kind. As consideration for the services of MJT in such capacity, the Company agrees to (a) reimburse MJT for its reasonable out-of-pocket expenses up to a maximum of $50,000 (against reasonable detail therefor) in preparing such report and review the Company's strategic alternatives, and (b) issue to MJT a Warrant (the "MJT Warrant"), on the same terms and conditions as the Initial Warrant, entitling MJT to purchase an aggregate of 300,000 shares of Common Stock, which includes the 150,000 warrants already agreed to by the Company in connection with MJT's buy-side advisory work prior to the date hereof, and 150,000 warrants with respect to the engagement contemplated by this Section 8.8.
Strategic Advisor. (a) Effective as of the date hereof and subject to the terms and conditions of this Agreement, the Company shall appoint Mr. Chez to serve as Strategic Advisor to the Company. In his capacity as Strategic Advisor, Mr. Chez shall render such advice to the Chief Executive Officer of the Company (the “CEO”) as the CEO shall request, and to such others as the CEO shall direct, and in such capacity shall receive and review all materials provided to the Board (unless Mr. Chez requests that he not receive such materials). From and after the date of this Agreement, the Company agrees that Mr. Chez shall be entitled to the same indemnification provisions as are applicable to the directors of the Company. Nothing in this Agreement shall be construed to confer upon Mr. Chez any right to attend or observe meetings of the Board of Directors, except by invitation of the CEO.
(b) Mr. Chez shall, as requested by the CEO, advise the CEO with respect to any of the following areas: financings and capital structure, strategic transactions and opportunities, including acquisitions and dispositions, strategic matters regarding the direction of the Company’s business and activities and any other matters as the CEO may, from time to time, request. Mr. Chez shall not be required to devote more than eight (8) hours per month during the Term to act as Strategic Advisor; provided, that Mr. Chez may provide services to the Company in excess of the eight (8) hours upon mutually-agreeable terms.
(c) The term of Mr. Chez’s appointment as Strategic Advisor shall commence on the date hereof and continue through the conclusion of the Company’s 2016 Annual Meeting of Stockholders (the “Term”). The Term may be extended for another one (1) year period upon the mutual written agreement of Mr. Chez and the Company. The Term may be terminated at any time by Mr. Chez by giving written notice to the Company or by the Company at any time upon material breach of this Agreement by Chez.
(d) As compensation for his services as Strategic Advisor during the initial Term, Mr. Chez will receive a grant of $50,000 worth of restricted Common Stock (the “Restricted Stock”) based on the closing price of the Common Stock on July 31, 2015. Subject to compliance by Chez with the terms and conditions of this Agreement, the Restricted Stock will (i) vest on last day of the initial Term, provided that in the event of Mr. Chez’s death or disability, the Restricted Stock will become immediately vested in full, and (ii...
Strategic Advisor. As of the Effective Date, the Company shall engage you to serve as Strategic Advisor to the Company. In your capacity as Strategic Advisor, you shall render such advice to the Chief Executive Officer of the Company (the “CEO”) as the CEO shall request, and to such others as the CEO shall direct, and in such capacity shall receive and review all materials provided to the Board (unless you request that you not receive such materials). From and after the date of this Agreement, the Company agrees that you shall be entitled to the same indemnification provisions as are applicable to the directors of the Company and shall cause its directors and officers and general liability insurers to include you as an additional insured in its existing and all renewal policies. You shall, as requested by the CEO, advise the CEO with respect to any of the following areas: financings and capital structure, strategic transactions and opportunities, including acquisitions and dispositions, strategic matters regarding the direction of the Company’s business and activities and any other matters as the CEO may, from time to time, request. Prior to the selection of any new director, the CEO and consultant will discuss the qualifications and needs of the Company as to such board position. You agree to conduct yourself with respect to these services at all times during the term of this Agreement in a professional manner and to refrain from taking any action inconsistent with the Company’s best interests, it being understood that nothing herein shall limit your rights as a lender or shareholder of the Company. The maximum liability for any breach by you of any duty relative to the services being provided hereunder shall be limited to the amount of compensation actually paid.
Strategic Advisor. During the Employment Transition Period, Executive shall serve in the position of Strategic Advisor. In such position, Executive shall serve as an advisor to his successor and the Board and shall assist in the transition of the responsibilities of his position to his successor. Executive expressly agrees that his service as Strategic Advisor shall not entitle him to resign for Good Reason and shall not constitute a termination without Cause (in each case as defined in the Employment Agreement) nor entitle him to any compensation or benefits under Section 4.6 or Section 4.7 of the Employment Agreement. For purposes of Section 409A of the Code (as defined herein), Executive's separation from service shall occur as of the Employment Termination Date, in accordance with Section 1.409A-1(h) of the Treasury Regulations. Unless the Board affirmatively determines in good faith that Executive has not complied with the terms of the transition plan in all material respects during the Employment Transition Period, Executive shall be entitled to the benefits provided to Executive upon his Retirement as provided in Section 4.3 of the Employment Agreement as of the Employment Termination Date.
Strategic Advisor iXL shall advise Allergy with respect to the development of Allergy's business and Allergy's business model. Such advice shall include, on an as and when needed basis, strategic planning advice, marketing advice relating to retailing and business to business commerce, and general advice regarding current and future market trends in the healthcare and internet markets. This advice will be on an ad hoc basis and will not require specific deliverables related to these advisory services. These services will not replace iXL's core business of strategic consulting.
Strategic Advisor. On September 16, 2016, the Company established a Strategic Advisory Board and appointed Xx. Xxxxxxx (Xxxxx) Xxxxxx as its initial member. The purpose of the Strategic Advisory Board is to provide non-binding strategic guidance and advice to the Board of Directors of the Company in connection with the Company’s ongoing business activities and initiatives.
Strategic Advisor. Without limiting any rights Agent or any Lender may have, at law or in equity or under any Transaction Document, on or prior to July 7, 2010, the Credit Parties shall hire and thereafter retain a strategic advisor or similar Person acceptable to the Agent on terms and conditions reasonably acceptable to Agent and the Companies (the “Strategic Advisor”).
Strategic Advisor i. Role: Commensurate with your employment with the Company ending at the close of December 31, 2022, you will continue your service with the Company from January 1, 2023 through April 30, 2023 (the “Advisory Period”) as a Strategic Advisor, subject to the terms and conditions of this Agreement.
Strategic Advisor. Commencing on the day following the Separation Date, the Company shall engage you as an independent contractor to serve as a strategic advisor to the Company’s board of directors. The Company will engage you for a minimum of six (6) months following the Separation Date, provided, that, thereafter your position will be “at will”, meaning that either you or the Company may terminate your engagement at any time. Your services shall not exceed thirty (30) hours per week, unless the parties mutually agree otherwise. In consideration for such service, you shall receive gross compensation of Ten Thousand Dollars per month for so long as you serve in such capacity. The remaining terms and scope of your role shall be determined by the Company after consultation with you, which we expect will commence one month after the Separation Date. During the one-month period following the Separation Date, you shall make yourself available to consult with the Company’s Chief Executive Officer regarding the transition of your responsibilities, as reasonably requested by the Company.
Strategic Advisor
