Transition and Consulting Services. (a) For a period of 90 days after the Closing (or such lesser period as to which the Company gives Seller seven days' written notice), Seller shall continue to sub-license to Company the MAPICS software on an actual cost reimbursement basis.
(b) For a period of 90 days after Closing, Buyer shall cause Company to make available to Seller, at no cost to Seller, the services of Company's controller to assist Seller in closing the books of Seller with respect to the Company and preparing the Closing Balance Sheet and any final tax returns.
Transition and Consulting Services. Executive agrees that he will fully cooperate with the Company in effecting an orderly transition of his duties and in ensuring that the business of the Company is conducted in a professional, positive and competent manner through the Separation Date. For the period through September 30, 2018 (the “Transition Period”), Executive will remain a full-time, active employee, working on-site in his current role and title of Senior Vice President, General Counsel, and Corporate Secretary. During the Transition Period, the Company will continue to compensate Executive at 100% of his current base salary, at the annualized rate of $620,000. For the period beginning on October 1, 2018 and ending on the Separation Date (the “Consulting Period”), Executive will remain employed, with a change in role to an advisor to the Company in the title of Senior Vice President and Special Counsel. During the Consulting Period, Executive agrees to: (a) continue to support the orderly transition of his duties and (b) be available for on-demand consulting and projects as requested, on a part-time basis. Executive’s services during the Consulting Period may be rendered from any location as determined by Executive, and if the Company requests that he travel in connection with such services (including travel to any of the Company’s offices), the Company will reimburse Executive for his approved reasonable travel expenses. For the duration of the Consulting Period, the Company will compensate Executive at 50% of his current base salary, i.e., an annualized rate of $310,000. Executive acknowledges and agrees that, should he accept and begin other employment before the Transition Period and/or the Consulting Period end, his employment with the Company will end as of that date. For the avoidance of doubt, except as otherwise provided in Section 7(a) below, during the Transition Period and the Consulting Period, (i) Executive will continue to participate in (and his current eligible dependents will remain as eligible dependents in) the Company’s medical and dental employee benefit plans, and (ii) Executive’s Restricted Stock Unit Awards (pursuant to their respective Restricted Stock Unit Award Agreements dated March 24, 2015; March 22, 2016 (includes two separate awards so dated); March 21, 2017; and March 27, 2018), Performance Share Awards (pursuant to their respective Performance Share Award Agreements dated March 22, 2016 and March 21, 2017), and Stock Appreciation Rights Award dated Mar...
Transition and Consulting Services. (A) Prior to your Transition Date: You agree to assist with an orderly transition of your duties and relationships. As directed by Real, you will participate in external meetings with clients, partners and prospective partners where you agree to transition the relationships to designated members of the RealNetworks team. Further, as directed by Real, you will participate in internal divisional and Company meetings with employees and consultants to assist in the transition of your duties and responsibilities.
(B) During the Consulting Period:
(i) You agree to respond to reasonable written inquiries from Real or (at Real’s request) clients, partners and prospective partners on various issues as they arise.
(ii) You agree to participate, subject to your other obligations, in select Real customer events at industry trade events or Rhapsody board meetings that you are otherwise attending.
(iii) You agree to provide feedback on the strategic direction of Company initiatives upon request.
(iv) You advisory services will draw on your carrier industry knowledge, expertise and relationships that will enhance the mindshare and distribution of Real’s products and services (specifically: RealTimes, XXX, ICM and RMHD). It is not contemplated nor required that your consulting services will require a substantial expenditure of time. Further, your consulting services shall not preclude you from working for other entities (including on a full-time basis).
Transition and Consulting Services. (a) The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide services to the Company on the terms and conditions set forth in this Agreement. You agree to serve as a non-employee consultant to the Company to provide transition and consulting related support from the Termination Date through March 31, 2019 (the “Transition Period”), and further to provide support to the Company’s legal department from the Termination Date through December 31, 2019 (the “Consulting Period”).
(b) During the Transition Period and the Consulting Period, you shall report to the President and Chief Executive Officer (the “CEO”) and the General Counsel (the “GC”) of the Company. During the Transition Period, you shall be reasonably available to provide transition support as reasonably requested by the CEO and the Company’s management team. During the Consulting Period, you shall be reasonably available to the GC and legal department to provide litigation related support as reasonably requested by the GC or the legal department.
Transition and Consulting Services. Executive shall be present at the Company and shall continue to work diligently to provide all of the services required of her in her role as President and Chief Executive Officer of ThinkGeek through September 8, 2011 and shall maintain the confidentiality of the terms of this Agreement until it is formally announced by the Chief Executive Office of the Company. Beginning on September 8, 2011 through December 31, 2011, Executive shall provide eight (8) hours per week of consulting services as a special advisor to the incoming President and Chief Executive Officer of ThinkGeek and beginning January 1, 2012 and for the duration of the period during which Executive continues to be entitled to payments under Section 2, Executive agrees to provide eight hours of consulting services to the incoming President and Chief Executive Officer of ThinkGeek relating to the transition of Executive’s duties with the Company. For each week during which the President and Chief Executive Officer of ThinkGeek requests, and Executive provides, more than eight (8) hours of consulting services, Executive shall xxxx the Company at a rate of two hundred dollars ($200) for hour or any part of an hour that exceeds eight (8) hours per week.
Transition and Consulting Services a. As a Special Advisor, during the Transition Period, you will continue to be a full-time employee of the Company and will make yourself available to perform such duties as the Board or the successor Chief Executive Officer of the Company may request from time to time, including (but not limited to) (the "Transition Services''): (i) assisting the successor Chief Executive Officer in the assumption of his duties and facilitating a smooth transition of your duties; (ii) providing advice to the Board and senior management of the Company, (iii) attending meetings of the Board as requested by the Board, (iv) reviewing and approving the Company's financial results for its fiscal quarter ending September 30, 2022 and (v) such other services as reasonably requested by the Board from time to time.
b. During the Consulting Period, you will provide such services to the Company as you and the Board mutually agree in good faith are necessary or appropriate in furtherance of the transition of your duties hereunder (the "Consulting Services", and, together with the Transition Services, the "Services").
Transition and Consulting Services. For the period from July 5, 2020 through October 3, 2020 (the “Transition Period”), Executive agrees that he will fully cooperate with the Company in effecting an orderly transition of his duties and in ensuring that the business of the Company is conducted in a professional, positive, and competent manner through the Separation Date. During the Transition Period, the Company will compensate Executive at Executive’s current salary, or at an updated salary level consistent with any approved percentage change in salary level applicable to other Named Executive Officers of the Company other than the Chief Executive Officer. Executive acknowledges and agrees that, should he accept and begin other employment before the Transition Period ends, his employment with the Company will end as of that date.
Transition and Consulting Services. (a) For a period of 90 days after Closing, Buyer shall and shall cause Nippon Selas and XX Xxxxx to make available to Seller, at no cost to Seller, the services of Buyer's, Nippon Selas' and XX Xxxxx' accounting and administrative personnel to assist Seller in closing the books of Seller with respect to the Business and preparing the Closing Balance Sheet and any final tax returns.
(b) From time to time after Closing, Buyer shall provide such reasonable technical assistance and access to Records (as defined in Section 5.10), including without limitation, reviewing and obtaining information from any Records of the Business in the possession of the Seller or held at the Third Party Storage Facility, to permit Seller to defend itself in litigation and for other proper proposes. Seller shall reimburse Buyer for its reasonable out of pocket expenses in connection with such assistance and at a rate of $60.00 per man hour for Buyer's personnel providing assistance in excess of an aggregate of 300 man hours in a calendar year. Any access by Seller to Buyer's Records shall be conducted during normal business hours under the supervision of Buyer and in such a manner as to not interfere unreasonably with the business operations of Buyer.
(c) Buyer shall administer Seller's Retiree Medical Plans for four (4) years following Closing. Seller shall continue to pay its portion of each insurance premium for each retired employee who pays his/her portion of the medical insurance premium. Buyer shall establish a reporting system and provide reports to Seller so that Seller can transmit medical insurance premium payments to Buyer and so that Seller can be assured that it is paying the correct amount.
Transition and Consulting Services. (a) You agree that, during the ---------------------------------- period from the date of this letter agreement through December 31, 2000, your activities and involvement with Cadmus generally will be limited to the following: (i) cooperating in good faith with and providing all reasonable assistance to the Board of Directors of Cadmus and the new Chief Executive Officer of Cadmus, as they may request, to assure an orderly transition of management of Cadmus, and (ii) performing such reasonable duties and tasks as are assigned to you by the Board of Directors of Cadmus or the new Chief Executive Officer of Cadmus.
(b) You further agree that, from January 1, 2001, through the end of the Salary Continuation Period, you will make yourself available from time to time, as reasonably requested by the Board of Directors of Cadmus or the Chief Executive Officer of Cadmus and as mutually agreed by you (such agreement by you not to be unreasonably withheld), for consultation on selected matters. Your consulting obligations from and after January 1, 2001, through the end of the Salary Continuation Period will be such as are consistent with your status as a retired Chief Executive Officer of Cadmus and shall not conflict materially with other obligations you may undertake external to Cadmus. In the event that your consulting obligations under this Section 8(b) require more than 100 hours of your time during any one calendar quarter, Cadmus agrees to pay you a consulting fee to compensate you for your time in excess of such 100 hours at a daily or hourly rate which is mutually agreeable to you and Cadmus.
(c) In addition, without limiting the generality of Section 8(a) or Section 8(b) above, you agree that, during the period from the date of this letter agreement through the end of the Salary Continuation Period, you will consult with, provide testimony and otherwise cooperate with Cadmus and its subsidiaries and affiliates, at Cadmus' expense, in the prosecution or defense, as applicable, of any litigation, arbitration, mediation or other legal or contractual dispute or matter involving Cadmus or any of its subsidiaries or affiliates, in each case as reasonably requested by Cadmus.
(d) Cadmus will advance, or will promptly reimburse, actual out-of-pocket expenses reasonably incurred by you for travel, lodging, meals, and incidental expenses in connection with services provided by you under this Section 8, consistent with Cadmus' established policies and procedures appl...
Transition and Consulting Services. During the period between the date hereof and December 31, 2007, Executive shall take all appropriate steps to transition his duties to such individuals as may be designated by the Company’s Chief Executive Officer. For the period beginning on the Retirement Date and continuing through December 31, 2009 (“Consulting Period”), Executive shall make himself available anywhere, including California, and appear without further compensation at reasonable times during normal business hours and upon reasonable prior notice for meetings, interviews, consultations, depositions, hearings, arbitrations, trials, other litigation activities, or other reasons concerning general business of the Company to provide consulting services regarding, and to facilitate the transition of, business as requested by the Company, and to provide information and testimony in the event that the Company is involved in any pending or threatened litigation or dispute, regarding matters of which Executive has specific knowledge prior to the Retirement Date based upon his service as an employee, officer or director to the Company. The Company understands that, consistent with the prior sentence, Executive intends to live in California during the Consulting Period. During the Consulting Period, Executive agrees to fully cooperate with, provide information to, and assist the Company, as well as any other entities designated by the Company, in any and all such matters as requested by the Company. Executive is expected to communicate and to testify truthfully in all activities covered by this Section 1.2, and nothing in this Agreement is intended to interfere with this responsibility. During the Consulting Period, the Company will provide Executive with a laptop computer and cellular telephone for use in providing consulting services to the Company. The Company will reimburse Executive for any reasonable and documented travel costs, and other expenses, each as approved by the Company in advance, incurred by Executive in connection with the performance of his obligations under this Section 1.2. No payment or reimbursement will be paid should litigation or claims be between the Company and Executive. Additionally, Executive’s obligations set forth in this Section 1.2 shall also apply during the period of Executive’s employment with the Company prior to the Retirement Date
