Transition Contract Clauses (67)

Transition. 3.1 Consulting Period and Services. Commencing on the Retirement Date and ending on the second anniversary thereof (the "Consulting Period"), Executive shall make himself available to advise senior management and otherwise consult with the Company as reasonably requested by the Company from time to time (the "Consulting Services"); provided that the Consulting Services shall not exceed twenty percent (20%) of the average level of services that Executive performed during the 36-month period prior... to the Retirement Date. The Company shall not control the manner or means by which Executive performs the Consulting Services, and Executive's provision of the Consulting Services to the Company shall be non-exclusive. 3.2 Consulting Fee. In exchange for the Consulting Services, commencing on the Retirement Date, the Company agrees to pay Executive a monthly fee of $2,000 (the "Monthly Fee") during the Consulting Period for a total fee of $48,000. Except as to the Monthly Fee, no other payment or benefits shall be due or payable to Executive for the Consulting Services. The Company may terminate Executive's service as a consultant prior to the expiration of the Consulting Period for Cause (as defined below) by delivery of written notice to Executive, which notice shall effect termination immediately upon delivery of such written notice. In the event Executive's service as a consultant is terminated for Cause, the Monthly Fee shall be prorated through the effective date of termination. In the event Executive's service as a consultant is terminated by reason of Executive's death, the Monthly Fee shall be paid through the month of termination. For purposes of this Agreement, "Cause" means the occurrence of any of the following: (i) the commission by Executive of any deliberate and premeditated act involving moral turpitude detrimental to the economic interests of the Company Group; (ii) the conviction of Executive of a felony; (iii) the willful failure or refusal of Executive to perform his duties hereunder (which failure or refusal persists after written notice from the Company to Executive complaining of such failure or refusal) or Executive's gross negligence of a material nature in connection with the performance of such duties; or 2 (vi) Executive's breach of any provision of this Agreement that is not cured within thirty (30) days subsequent to written notice from the Company to Executive of the breach. 3.3 Status as an Independent Contractor. In all matters relating to the Consulting Services, nothing under this Agreement shall be construed as creating any partnership, joint venture or agency between the Company and Executive or to constitute Executive as an agent, employee or representative of the Company. Executive shall act solely as an independent contractor and, as such, is not authorized to bind any member of the Company Group to third parties. Consequently, Executive shall not be entitled to participate during the Consulting Period in any of the employee benefit plans, programs or arrangements of the Company Group in his capacity as a consultant. The Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Executive's behalf. The Company has not, is not and shall not be obligated to make, and it is the sole responsibility of Executive to make, all periodic filings and payments required to be made in connection with any withholding taxes, FICA taxes, federal or state unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained in connection with any payments made by the Company to Executive in connection with the provision of the Consulting Services. Executive agrees to indemnify and hold the Company harmless from and against any costs, fees, expenses, liabilities or penalties associated with any withholding taxes, FICA taxes, federal unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained in connection with any payments made by the Company to Executive for the Consulting Services. Executive shall not make any public statements concerning the Consulting Services that purport to be on behalf of the Company Group, in each case without prior consent from the Company. View More

Transition. From the Effective Date through the Termination Date, Executive shall only be terminated for Cause (as defined in the Employment Agreement). The "Termination Date" means the earliest to occur of: (a) March 31, 2014, (b) the date of Executive's death, (c) the date that Executive resigns his employment without Good Reason (as defined in the Employment Agreement) or (d) the date that the Company terminates Executive's employment for Cause. Termination under either clauses (c) or (d) will not consti...tute a Qualifying Termination for purposes of this Agreement and will mean that the Executive is not eligible for any of the separation benefits under Section 4 of this Agreement. In such case, Executive shall be eligible to receive his Accrued Obligations (as defined in the Employment Agreement) up through and upon the Termination Date. View More