Consulting Agreement. (a) From the Retirement Date through the earlier
of of: (i)
March 31, May 1, 2026, (ii) the Company's termination of the
Consulting Period (pursuant to Section 5(e)) Executive's consulting and advisory services, or (iii)
the Executive's death or becoming Disabled (such applicable period, the "Consulting Period"),
the Executive
will shall provide consulting and advisory services from time to time as may be reasonably requested by the Company's Chief Executive Officer or a Board member (with the p
...rior approval of the Company's Chairman of the Board or the Board's Lead Independent Director) (the "Consulting Services"). The consulting services purpose of the Consulting Services to be provided under this Agreement will be to ensure the orderly transition of the Executive's duties and responsibilities, and may include engaging in general business, market development development, participation on the boards of directors of the National Association of Wholesalers—Distributors and the NAW Institute for Distribution Excellence, and providing other advice similar to that provided by the Executive while previously when engaged as an employee of the Company, provided that Company. The Executive agrees to perform only those tasks reasonably assigned to the parties agree that Executive shall not be engaged in the practice of law as part of the consulting services. Executive and will perform all such consulting services Consulting Services in a commercially reasonable matter. 2 Execution Copy (b) In making requests, the Company will take into consideration the Executive's other business and personal commitments that may arise during the Consulting Period. The parties Parties anticipate the amount of consulting services that the Company Executive will request of Executive is up be requested to provide approximately 350 hours of Consulting Services per calendar year (the "Target Hours") during the Consulting Period (such amount to be prorated for partial years during the Consulting Period); provided that any services requested exceeding Consulting Services that exceed the Target Hours shall be performed at times and schedules agreed to by the Chairman or the Lead Independent Director and the Executive. (c) During the Consulting Period, Executive shall not be an employee of the Company, shall not be entitled to receive any perquisites or benefits from the Company except as expressly provided in this Agreement, and shall be required to pay his own taxes with respect to the compensation paid pursuant to this Agreement. (d) During the Consulting Period, the Company shall pay or reimburse Executive for reasonable out-of-pocket expenses incurred in connection with Executive's performance of the Consulting Services, upon presentation of written documentation thereof in accordance with Company expense reimbursement policies. (e) In the event of the Executive's material breach of this Agreement, the Company, by action of the Board of Directors, Board, may terminate the Consulting Period if the Executive has not cured such breach within 15 fifteen (15) days after the Company provides written notice to the Executive of such breach, and upon such termination, the Company shall have no further obligations hereunder. (f) In the event of a Change in Control (as defined in the Employment Agreement), Executive's obligation to provide consulting services shall lapse, but the payments and benefits of Section 4 shall continue through the end of the Consulting Period (i.e., March 31, 2026).
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Consulting Agreement. (a) From the
Retirement Separation Date through the earlier of (i)
March 31, 2026, May 12, 2017 or (ii) the Company's termination of the Consulting Period
(pursuant pursuant to
Section 5(e)) or (iii) Executive's death or becoming Disabled clause (d) below (such applicable period, the "Consulting Period"), Executive will provide consulting and advisory services from time to time as may be reasonably requested by the Company's Chief Executive
Officer or a Board member (with the prior approval of t...he Company's Chairman of the Board or the Board's Lead Independent Director) The consulting services to be provided under this Agreement may include general business, market development and other advice similar to that provided by Executive previously when engaged as an employee of the Company, Officer, provided that the parties agree that Executive shall not be engaged in the practice of law as part of the consulting services. Executive will perform such consulting services in a commercially reasonable matter. (b) In making requests, the Company will take into consideration Executive's other business and personal commitments that may arise during the Consulting Period. The parties anticipate the amount of Such consulting services that may be conducted in person, by phone or via alternate communications. Such matters are expected to consist of: • Participation in the ongoing review of the Company's strategy; 2 • Reviewing and meeting with potential new director candidates; • Participating in the mentoring of the executive team; and • Assistance and cooperation with the efficient transfer to the Company will request and its ongoing management team of Executive is up to 350 hours per calendar year (the "Target Hours") during the Consulting Period (such amount to be prorated for partial years during the Consulting Period); provided that any services requested exceeding the Target Hours shall be at times Executive's institutional knowledge and schedules agreed to by the Chairman or the Lead Independent Director understanding and Executive. (c) relationships with former, current and prospective partners, agencies and customers. (b) During the Consulting Period, Executive shall not be an employee of the Company, Company and shall not be entitled to receive any fringe benefits, perquisites or other benefits from the Company or to participate in any employee benefit plans, programs or policies of the Company, except as expressly provided otherwise in this Agreement, and shall be required to pay his own taxes with respect to the compensation paid pursuant to this Agreement. (d) (c) During the Consulting Period, the Company shall pay or reimburse Executive for reasonable out-of-pocket expenses incurred in connection with Executive's performance of the Consulting Services, upon presentation of written documentation thereof in accordance with Company expense reimbursement policies. (e) In (d) Only in the event of Executive's material breach of this Agreement, the Company, by action of the Board of Directors, Company may terminate the Consulting Period if Executive has not substantially cured such breach within 15 30 days after the Company provides written notice to Executive of such breach, and upon such termination, the Company shall have no further obligations hereunder. (f) In the event of a Change in Control (as defined in the Employment Agreement), Executive's obligation to provide consulting services shall lapse, but the payments and benefits of Section 4 shall continue through the end of the Consulting Period (i.e., March 31, 2026).
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