Common use of Consulting Arrangement Clause in Contracts

Consulting Arrangement. Subject to the Officer’s execution and nonrevocation of the Supplemental Release, from the Separation Date through the one year anniversary thereof (the “Consulting Period”, which shall end on such earlier date as the Officer dies, becomes disabled, or is terminated by the Company for Cause (as defined below)), the Company and Officer agree that Officer shall serve as a consultant to the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer from time to time (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months of the Consulting Period, and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As such, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3.

Consulting Arrangement. Subject to the Officer’s execution and nonrevocation (a) The Company hereby retains ▇▇. ▇▇▇▇▇ effective as of the Supplemental Release, from the Separation Retirement Date through the one year anniversary thereof to render such consulting and advisory services (the “Consulting Services”) as the Company may reasonably request from time to time during the Consulting Period. ▇▇. ▇▇▇▇▇ hereby accepts such engagement and agrees to perform Consulting Services upon the terms and conditions set forth in this Agreement. ▇▇. ▇▇▇▇▇ shall perform the Consulting Services at such times and places as an officer designated by the Company or the Board of Directors of the Company shall from time to time reasonably request. (b) As compensation for the Consulting Services, ▇▇. ▇▇▇▇▇ shall receive $55,000 per calendar month plus a monthly amount for expenses described Section 3(c) below during the Consulting Period for Consulting Services (the “Consulting Fee”), which shall be paid in accordance with the customary payroll practices of the Company. During the initial nine month period, ▇▇. ▇▇▇▇▇ shall be paid such Consulting Fee regardless of the Company’s early termination of this Agreement, unless such termination is due to a breach of this Section 3 due to ▇▇. ▇▇▇▇▇. Any Consulting Fee payment payable to ▇▇. ▇▇▇▇▇ hereunder in respect of any calendar month during which the Consulting Period ends prior to the end of such calendar month shall be prorated based on the ratio of the number of days in such earlier date calendar month during which ▇▇. ▇▇▇▇▇ is retained as a consultant hereunder to the Officer diesnumber of days in such calendar month. (c) ▇▇. ▇▇▇▇▇ shall receive $10,000 per calendar month as part of the Consulting Fee during the Consulting Period for the purposes of (i) the use of office space and office equipment, becomes disabledand (ii) expenses incurred by ▇▇. ▇▇▇▇▇ in rendering the Consulting Services during the Consulting Period, which shall include without limitation travel, lodging, meals, and car rentals or taxi fares when out of town, long distance telephone calls to or for the Company, facsimile transmissions charges, and mailing expenses incurred by ▇▇. ▇▇▇▇▇ in rendering the Consulting Services. (d) Notwithstanding anything in this Agreement to the contrary, ▇▇. ▇▇▇▇▇ shall be an independent contractor in performing the Consulting Services, with authority to select the means and method of performing the Consulting Services. ▇▇. ▇▇▇▇▇ shall not be an employee or agent of the Company, and any action taken by ▇▇. ▇▇▇▇▇ that is terminated not authorized by the Company for Cause (as defined below)), this Agreement or any other agreement between the Company and Officer agree that Officer ▇▇. ▇▇▇▇▇ shall serve as a consultant not bind or create any claim against the Company. Unless otherwise specifically authorized by this Agreement or any other agreement between the Company and ▇▇. ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ has no authority to transact any business or make any representations or promises in the name of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the consulting arrangement created by this Section 3 between the Company providing and ▇▇. ▇▇▇▇▇ (i) may be terminated prior to the Services expiration of the Consulting Period by either party for any reason or no reason at all; (as defined belowii) shall terminate automatically upon the death of ▇▇. ▇▇▇▇▇; and (iii) shall terminate automatically at the expiration of the Consulting Period. Termination of the consulting arrangement by either party shall be evidenced by a written notice given to the other party in accordance with Section 19, which notice shall specify the termination date (which date shall not be less than 15 days after such notice is given). Upon a termination of the consulting arrangement, neither of the parties hereto shall have any further duty or obligation under this Section 3; provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision termination of the Services, consulting arrangement shall not affect the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each month, for the first six months of the Consulting Period duties and consulting fee of $5,000 per month, payable on the 1st of each month, beginning obligations set forth in the seventh month other sections of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer from time to time (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months of the Consulting Period, and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As such, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3Agreement.

Consulting Arrangement. Subject to the Officer’s execution and nonrevocation of the Supplemental Release(a) As provided in your current employment agreement, from the Separation Date through the one year anniversary thereof (the “Consulting Period”, which shall end on such earlier date as the Officer dies, becomes disabled, or is terminated by the Company for Cause (as defined below)), the Company and Officer agree that Officer shall you will serve as a consultant to AAR, working directly with the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Chief Executive Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each monthAAR, for the first six months period June 1, 2018 through May 31, 2019. This consulting arrangement may be renewed each year by mutual agreement of the Consulting Period parties. (b) You will make yourself available during the consulting period to provide consulting services to AAR, which will include: advising and consulting fee of $5,000 per month, payable on the 1st of each month, beginning mentoring AAR’s new Chief Executive Officer; advising and assisting AAR in the seventh month development and implementation of the Consulting Period through the remainder thereof. In additionits business strategy and capital allocation plans; representing AAR to customers, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period andsuppliers, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration industry partners; and such other matters services as may be reasonably requested by the CompanyBoard of Directors and consistent with your other commitments. (c) AAR will pay you an annual cash retainer of $475,000, payable in equal monthly installments in arrears, for your consulting services. If your consulting services terminate prior to the end of the consulting period, all future payment shall stop. (d) AAR and you will cooperate to ensure that a “separation from service,” as described in the regulations under Section 409A of the Internal Revenue Code, is deemed to have occurred on May 31, 2018 such that your ongoing services to the Company will be reduced to no more than 20% of the average level of services you performed for the Company over the immediately preceding thirty-six (36) month period. To that end, it is anticipated that during each year of the consulting period you will not provide more than an aggregate of 400 hours of consulting services to AAR. (e) AAR will reimburse approved travel and related business expenses in accordance with AAR’s Chief Executive Officer corporate reimbursement policy during the consulting period. (f) As a consultant, you will be an independent contractor and not an employee of AAR and you may perform your services from time any location you determine to time (the “Services”)be appropriate. Officer You will not be required entitled to provide more active participation in or receive benefits under any AAR benefit plans, policies or programs maintained for employees, including pension, profit sharing, stock-based, vacation or fringe benefit program, other than 20 hours of Services per calendar month during as set forth in the first six months of letter agreement dated the Consulting Period, and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services date hereof pertaining to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he shall be treated your voluntary retirement as an independent contractor employee of AAR. Your service as a consultant will not be included in determining service for all purposes any reason under such plans, policies or programs. (g) AAR will furnish you with respect thereto. As such, the Officer shall not participate as an active employee IRS Form 1099 in any employee benefit plan of the Company or an affiliate (other than accordance with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3applicable law.

Consulting Arrangement. Subject Employee will serve as an outside consultant providing legal advice to the Officer’s execution Company and nonrevocation of its affiliates for a three-month period commencing on the Supplemental ReleaseTermination Date, from subject to additional three-month extensions mutually agreed upon by Employee and the Separation Date through the one year anniversary thereof Company in writing (the “Consulting Period”, which ). Employee shall end on provide such earlier date consulting services during the Consulting Period as the Officer dies, becomes disabled, or is terminated may be requested by the Company for Cause (as defined below)), from time to time. The Consulting Period may be terminated by either Employee or the Company and Officer agree that Officer shall serve as at any time for any or no reason. The Company will pay Employee a consultant to the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a monthly consulting fee of $10,000 per month25,000 (the “Consulting Fee”), which will be prorated for any partial month in which services are rendered, payable on no later than ten (10) days following the 1st end of each monththe month with respect to which such Consulting Fee relates; provided, that if the Company terminates the Consulting Period for any reason prior to the expiration of the then-current Consulting Period, the remaining unpaid Consulting Fees for such Consulting Period shall be paid no later than twenty (20) days following such termination. Employee will be responsible for the first six months payment of all taxes relating to the Consulting Fee and the Consulting Fee will not be subject to withholding for taxes. In respect of the Consulting Period Fee, the Company will not make any social security, workers compensation, or unemployment insurance payments on your behalf. The Company will reimburse Employee in accordance with Company policies for actual and reasonable out-of- pocket business expenses incurred in performing the consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of services during the Consulting Period through with such reimbursement not to exceed $1,500 during the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12then-month Consulting Period (without regard to any extension thereof). During the current Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer from time to time (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months of the Consulting Period, and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he which shall be treated as paid within thirty (30) days of receipt of an independent contractor for all purposes with respect thereto. As such, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3invoice.

Consulting Arrangement. Subject to For six months following the Officer’s execution and nonrevocation of the Supplemental Release, from the Separation Transition Date through the one year anniversary thereof (the “Consulting Period”, which shall end on such earlier date ) and upon mutual written agreement as to the Officer dies, becomes disabled, or is terminated by the Company for Cause (as defined below))scope of engagement, the Company and Officer Parties agree that Officer shall serve as a consultant to the Company providing the Services (as defined below); provided, however, that the Company may extend engage the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange Executive as a consultant from time-to-time on an as-needed basis for provision of the Services, the Officer shall receive a consulting fee of $10,000 200 per monthhour worked, payable on in arrears promptly after the 1st end of each month, calendar month upon submission of a suitably detailed invoice for the first six months work performed, and in each case subject to the prior written approval of the Chief Executive Officer. The Executive will be reimbursed for all reasonable travel and travel-related expenses that he incurs at the request of the Company in performing services for the Company during the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s reimbursement policies and prior written approval of the Chief Executive Officer from time of the Company. The Company and the Executive reasonably anticipate that the amount of services the Executive will perform for the Company after the Transition Date will permanently decrease to time (the “Services”). Officer will not be required to provide no more than 20 hours 20% of Services per calendar month the average level of services performed by the Executive for the Company during the first six months of 36-month period immediately preceding the Transition Date. The Executive will perform such consulting services as an independent contractor during the Consulting Period, and not more than 10 hours of Services per month for the remainder as an employee or officer of the Consulting PeriodCompany. Officer shall direct any The Executive will be responsible for all taxes and all inquiries regarding the Services non-reimbursable expenses attributable to the rendition of his consulting services. This consulting arrangement shall not be deemed to constitute a partnership or joint venture between the Company and the Executive, nor shall this consulting arrangement be deemed to make the Executive an agent of the Company’s Chief Executive Officer. The Officer Executive acknowledges and agrees that he will have no authority to enter into contracts, commitments, or obligations of any kind, or to make any representations, on behalf of the Company, unless expressly authorized to do so in writing by an authorized representative of the Company. Nor will he have or exercise the authority to supervise or direct the activities of any employee of the Company. For the avoidance of doubt, the Company has and the Executive agree that Executive is under no right obligation to direct accept consulting assignments and can decline or control accept them as the Executive, in his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As suchsole discretion, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3sees fit.

Consulting Arrangement. Subject to the Officer’s execution terms and nonrevocation provisions of this Agreement, Consultant agrees to make herself available to the Supplemental ReleaseCompany on an as-needed basis as an independent consultant for a six-month period commencing on the Termination Date and ending on the six month anniversary of such Termination Date, from the Separation Date through the one year anniversary thereof subject to extension by mutual agreement (the “Consulting Period”). Both parties agree to work diligently and in good faith to make certain the consultant assignments are completed in a timely and professional manner. a. In consideration for the consulting services described in this Paragraph, Consultant shall receive during the Consulting Period the amount of $29,166 per month with the first payment commencing on the last day of the month in which the Termination Date occurs and each subsequent monthly payment paid on the last day of each month thereafter, provided Consultant fulfills all assigned duties and complies with the terms of this Agreement. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), each such monthly payment shall end on be considered a separate payment. Payments for less than a month will be pro rated. b. Consultant shall be reimbursed for all necessary and ordinary expenses incurred by Consultant which are directly associated with the consulting services rendered hereunder, subject to such earlier date limitations as the Officer diesshall be imposed by and submission of such vouchers, becomes disabled, receipts or is terminated other evidence as may be required by the Company for Cause (as defined below)), from time to time. c. Consultant is engaged by the Company only for the purposes of, and Officer agree to the extent set forth, in this Paragraph, and the relationship of Consultant with the Company under this Paragraph shall be that Officer shall serve of an independent contractor. Consultant agrees to devote sufficient time, effort, resources, ability, skill and attention as a consultant may be necessary for Consultant to perform the services required to be provided to the Company providing under this consulting arrangement. Consultant further warrants that her consulting services under this Paragraph shall be performed in a good, workmanlike, professional and ethical manner. Consultant is to set her own hours of work to the Services (extent feasible and consistent with the mutual pledge in this Paragraph to work with potential conflicting demands on Consultant’s time and still perform the work in a timely and professional manner. Consultant shall be available on an as-needed basis, upon reasonable notice and at reasonable times as defined below); provided, however, that requested by the Chief Executive Bear of the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration issues and such other matters areas of executive-level consulting as may be reasonably requested by the Company’s Chief Executive Officer Bear may determine appropriate from time to time time. d. The Company may terminate the consulting arrangement provided hereunder effective immediately upon written notice to Consultant if she (the “Services”). Officer will not be required i) fails to provide more than 20 hours perform her duties and obligations hereunder after at least 30 days’ advance written notice of Services per calendar month during the first six months performance deficiency(ies) and an opportunity to correct them; (ii) breaches any of the Consulting Period, terms or conditions of this Agreement after at least 30 days’ advance written notice of breach(es) and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct an opportunity to cure; or (iii) commits any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct acts constituting willful fraud or control his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As such, the Officer shall not participate as an active employee in any employee benefit plan of dishonesty against the Company or an affiliate (other than with respect to willful conduct which significantly impairs the Officer’s outstanding equity incentive awards) and no income reputation of, or other taxes shall be withheld from h▇▇▇▇, the amounts paid to the Officer pursuant to this Section 3Company.

Consulting Arrangement. Subject to the OfficerExecutive’s execution and nonrevocation non-revocation of the Supplemental Release, from the Separation Date through the one year anniversary thereof tenth month following the Separation Date (the “Consulting Period”, which shall end on such earlier date as the Officer Executive dies, becomes disabledis unable to substantially perform the Services (as defined below) due to Executive’s mental or physical disability that continues for a period of thirty (30) days or more, or is terminated by the Company for Cause (as defined below)), the Company and Officer Executive agree that Officer Executive shall be retained through Envision Clinical LLC to serve as a consultant to the Company providing the Services so long as Envision Clinical LLC executes the Company’s standard form of non-disclosure agreement (as defined belowthe “Consulting Arrangement”); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer Company shall receive pay to Envision Clinical LLC a consulting fee of (i) $10,000 15,000 per monthmonth (during the first four (4) months following the Separation Date) and (ii) $2,500 per month (during the remainder of the Consulting Period ending April 30, 2021), payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the OfficerExecutive’s equity awards that are Confidential Information indicated by [***] has been omitted from this filing. outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period andPeriod, subject to the OfficerExecutive’s continued service pursuant to this Section 3 3. In the event the Company terminates the Consulting Arrangement during the Consulting Period for any reason other than Cause, death or disability, or in the event the Company undergoes a Change of Control (as defined in the Management Continuity Agreement) during the Consulting Period: (1) the Company shall immediately pay to Envision Clinical LLC a termination fee equal to the full amount of consulting fees that would have been earned by Envision Clinical LLC for the entirety remainder of the 12-month Consulting Period had the Consulting Arrangement not been terminated and (without regard to any extension thereof)2) all of Executive’s outstanding and unvested equity awards that would have vested based on continued performance of the Services through the end of the Consulting Period shall immediately and irrevocably vest as of the date of termination of the Consulting Arrangement or Change of Control. During the Consulting Period, Officer Executive agrees to assist with transition and integration and such other matters as may be reasonably requested by by, and at the direction and under the supervision of, the Company’s Chief Executive Officer from time to time (the Operating Officer.(the “Services”). Officer During the first four (4) months of the Consulting Period, Executive will not be required to provide more than 20 forty (40) hours of Services per calendar month, and thereafter Executive will not be required to provide more than ten (10) hours of Services per calendar month during the first six months of the Consulting Period, but in the event Executive has been asked to provide additional Services during any such month, Executive shall inform the Company’s Chief Operating Officer in writing and not more than 10 hours seek written approval of such additional Services per month and the Parties shall agree on the payment of additional consulting fees to be paid for the remainder of the Consulting Periodsuch additional Services. Officer Executive shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer Executive acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he and Envision Clinical LLC shall be treated as an independent contractor contractors for all purposes with respect thereto. As such, the Officer Executive shall not participate as an active employee in any employee benefit plan of the Company or an affiliate Affiliate (other than with respect to the OfficerExecutive’s outstanding equity incentive awardsawards or other vested Company benefits) and no income or other taxes shall be withheld from the amounts paid to the Officer Executive pursuant to this Section 3. Executive shall provide the Services from a location of Executive’s choosing, and the Company shall reimburse Envision Clinical LLC for reasonable and customary travel expenses incurred by Executive in providing the Services at the Company’s request in accordance with the Company’s expense reimbursement policy. During the Consulting Period, Executive shall be free to engage in any other employment or consulting work, so long as Executive is otherwise able to provide the Services and such employment or consulting work does not breach any other agreement between Executive and the Company (including any non-competition/non-solicitation agreement).

Consulting Arrangement. Subject From the Termination Date through (i) May 15, 2009 or (ii) such earlier time as the consulting services arrangement is terminated by (x) Executive or (y) the Company due to its reasonable dissatisfaction with the Officerquality of or timeliness of Executive’s execution and nonrevocation services, which deficiencies Executive has failed to cure within twenty (20) days following his receipt of the Supplemental Release, written notice from the Separation Date through the one year anniversary thereof Company specifying such deficiencies (the “Consulting Period”), which Executive shall end on such earlier date as provide consulting services to the Officer diesCompany, becomes disabledits subsidiaries and affiliates in connection with the evaluation of potential sales, mergers, acquisitions, or is terminated by pharmaceutical partnerships, and the Company for Cause (as defined below))actual or potential parties to such sales, the Company and Officer agree that Officer mergers or acquisitions. Executive shall serve as a consultant report to the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each month, for the first six months of the Consulting Period and consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer (“CEO”) or such other person as the CEO shall direct from time to time (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months Consulting Period. Consultant shall provide approximately forty (40) hours per month of services during the Consulting Period, and but shall otherwise be free to engage in other employment, business or consulting activities that do not more than 10 hours create a conflict of Services per month interest with his consulting services for the remainder Company or violate his obligations under Articles 10, 11, 13 and 14 of the Consulting PeriodEmployment Agreement. Officer The Company shall direct any provide Executive with reasonable advance notice of requested consulting services and all inquiries the parties shall reasonably cooperate regarding the Services timing of Executive’s performance of such services, to meet the Company’s Chief business needs and avoid undue conflict with other employment or business activities of Executive. Any consulting services in excess of forty (40) hours per month, and any consulting services requiring travel by Executive, shall be subject to the mutual agreement of Executive Officerand the Company. In exchange for his consulting services, the Company shall pay to Executive a monthly fee of $6,000 for up to forty (40) hours of services, and shall be paid an additional $150 per hour after forty (40) hours in any month (the “Consulting Fees”). The Officer acknowledges that Company shall reimburse Consultant for travel, food and lodging expenses reasonably incurred in the Company has no right to direct or control his performance of Services hereunder his consulting services. Executive shall be an independent contractor during the consulting period and understands and agrees that he shall be treated as an independent contractor responsible for the payment of all purposes with respect thereto. As such, taxes on the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3Consulting Fees.

Consulting Arrangement. Subject to From and after the Officer’s execution and nonrevocation of the Supplemental ReleaseTermination Date until April 1, from the Separation Date through the one year anniversary thereof 2007 (the “Consulting Period”, which shall end on such earlier date as the Officer dies, becomes disabled, or is terminated by the Company for Cause (as defined below)), the Company and Officer agree that Officer shall serve Executive will be engaged as a consultant to the Company. a. Executive’s duties as a consultant will include: i. Reviewing and evaluating the test results of the financial reporting cycle consisting of the closing of the financial records and reporting process for the first quarter of 2006, which is scheduled to be completed by the end of April of 2006; ii. Working with management on the 2006 management letter from the Company’s registered public accounting firm and its related impact on the Company’s disclosures in its 10-K report for 2006; iii. Attending meetings of the Audit Committee of the Board of Directors at which the 2006 financial statements, audit of those financial statements and assessment of the Company’s internal control over financial accounting are discussed; iv. Reviewing and providing management input on drafts of the proxy statement and related materials prepared in connection with the 2006 annual meeting of the shareholders of the Company, the quarterly reports on Form 10-Q for each of the first three fiscal quarters of 2006 and the Form 10-K report for 2006,; and v. Being available for discussion and consultation with the Chief Executive Officer, President and Board members on significant topics and matters affecting the Company. Executive will not be required to work at the headquarters office of the Company except as reasonably necessary to perform his obligations and commitments set forth herein. Executive will maintain a computer and internet connections as reasonably necessary to perform any work under the arrangement from a remote location. b. Company will pay Executive a consulting fee equal to $150,000 per year, payable monthly, on the 15th day of each month, during the Consulting Period. In addition, the Company will pay for the costs to Executive of his family coverage under the Company’s health insurance plans pursuant to his COBRA rights. The Company also will reimburse Executive for all reasonable out-of-pocket expenses incurred in providing such consultation, including travel (other than commuting expenses between Executive’s home and the Services Company’s headquarters), provided such expenses are approved prior to being incurred. Executive’s status during the Consulting Period shall be that of an independent contractor. Finally, Executive will be granted a non-qualified option under the Company’s 2003 Stock Incentive Plan (as defined belowthe “Plan”) to purchase up to 75,000 shares of the Company’s common stock, which option will be subject to the following terms: i. the option will become exercisable at the time of the expiration of Executive’s currently held options by reason of the termination of this employment with the Company (and the amount of shares covered thereby shall be reduced on a share for share basis if Executive should exercise any of this currently outstanding options prior to their expiration); provided, however, that the Company may extend option shall not become exercisable for more shares than the Consulting Period number of shares with respect to which Executive’s current options are then exercisable immediately prior to the expiration of those options as contemplated by up to 60 days by written notice to Officer thereofthis paragraph 1.4(b)(i); ii. In exchange the option price for provision 50,000 of the Servicesshares covered by the option will be $2.90 per share (subject to the adjustments provided for in the Plan or in the form of option agreement entered into with Executive) and the option price for the remaining 25,000 shares shall be $3.30 per share, subject to adjustment: and iii. the Officer option shall receive a consulting fee of $10,000 per monthexpire, payable to the extent not previously exercised, on the 1st of each month, for the first six months fifth anniversary of the commencement of Executive’s position as a consultant with the Company. c. During the entire Consulting Period and consulting fee of $5,000 per monthPeriod, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall Executive will be entitled to continue to vest in accordance with their original vesting terms for the duration benefit of the Consulting Period and, subject to the Officer’s continued service pursuant to this indemnification provisions of Section 3 for the entirety 12 of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and such other matters as may be reasonably requested by the Company’s Chief Executive Officer from time to time (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months of the Consulting Period, and not more than 10 hours of Services per month for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services to the Company’s Chief Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As such, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to this Section 3Employment Agreement.

Consulting Arrangement. Subject to the Officer’s execution effectiveness of this Separation Agreement, Company hereby agrees to retain Executive as an independent contractor and nonrevocation Scientific Advisor until the first anniversary of the Supplemental Release, from the Separation Effective Date through the one year anniversary thereof (the “Consulting Period”, which shall end on such earlier date as the Officer dies, becomes disabled, or is terminated by the Company for Cause (as defined below)), the Company and Officer agree that Officer shall serve as a consultant to the Company providing the Services (as defined below); provided, however, that the Company may extend the Consulting Period by up to 60 days by written notice to Officer thereof. In exchange for provision of the Services, the Officer shall receive a consulting fee of $10,000 per month, payable on the 1st of each month, for the first six months of the The Consulting Period and the consulting fee of $5,000 per month, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding as of the Separation Date shall arrangement may be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period and, subject terminated by either Party upon 30 days’ written notice pursuant to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof)notice provisions in Paragraph 16 hereof. During the Consulting Period, Officer Executive agrees to assist with transition and integration and such provide services relating to the area of (i) gene therapy for ophthalmology or (ii) other matters as may be reasonably requested by applications of AAV-based gene therapy for which the Company has ongoing research, or that are under consideration to initiate research (the “Field”) upon the Company’s request, and cooperate fully with Company and assist Company with all reasonable management, operational, scientific research and development, and transitional matters, including by being available for consultations and meetings, responding to any informational requests, and cooperation and assistance in defending any litigation against the Company according to the terms described in Section 3(a) (the “Services”). In the performance of the Services, the Parties agree that Executive shall be, and at all times is, acting and performing as an independent contractor in the performance of Executive’s duties. Executive shall complete the Services according to Executive’s own means and methods of work, which shall be in Executive’s exclusive charge and control. Executive shall not be an employee or agent of Company and shall not have any right to bind Company or to transact any business in its name or on its behalf in any manner or form. With respect to Executive’s position with Company during the Consulting Period, Executive shall not make any representation that Executive is other than an independent contractor. (a) During the first three (3) months of the Consulting Period, Executive shall devote up to thirty-two (32) hours per week providing the Services, during the second three (3) months of the Consulting Period, Executive shall devote up to twenty (20) hours per week providing the Services, and for the remaining six months of the Consulting Period, Executive will be reasonably available to provide the Services at the request of the Board or Company’s interim or permanent Chief Executive Officer from time to time scheduled with a reasonable amount of prior notice not to exceed eight (8) hours per week providing the Services. (b) In exchange for Executive providing Services during the Consulting Period and provided Executive does not breach in a material respect any of the provisions of this Separation Agreement, Executive shall be entitled to the benefits set forth in clauses (i) through (iv) below. It is hereby acknowledged and agreed that Executive’s engagement hereunder shall not entitle him to the benefit of any employee plans or programs maintained by Company or any government instrumentality, including any sick pay, paid vacation, health and other insurance, and/or any other benefits other than the benefits set forth in clauses (i) through (iv) below. (i) Company shall pay Executive a fee of $41,666.67 per month (pro rated for any partial month of Service provided) during the Consulting Period (the “ServicesConsulting Fee”). Officer will not , which shall be required payable within thirty (30) days following the end of each month; provided, that, the fee for the last month of the Consulting Period shall be conditioned upon and subject to provide more than 20 hours Executive executing a release of Services per calendar month claims in substance as set forth in Paragraph 4 hereof as of the date of termination of his consultancy in a form reasonably acceptable to Company (the “Consulting Agreement Release”) and attached as Exhibit C. (ii) Executive shall continue to vest in the Equity Awards during the first six months of the Consulting Period, up to the maximum amounts (the “Maximum Amounts”) noted on Exhibit A in the column titled “Maximum Number of Shares that may Vest during Consulting Period”, subject to the terms and not more than 10 hours conditions set forth in this Separation Agreement; provided, that, in the event a Change in Control occurs within twelve months following the Effective Date, up to the Maximum Amounts of Services per month for the remainder Equity Awards shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and if, applicable, become exercisable had Executive continued to provide consulting services through the end of the Consulting PeriodPeriod and Executive shall not be entitled to any additional vesting thereafter regardless of whether Executive continues to provide Services following the Change in Control; provided, further, that, the vesting of the last monthly installment of the Equity Awards scheduled to vest under this Separation Agreement shall be subject to Executive executing the Consulting Agreement Release. Officer shall direct The Parties agree that Executive will have up to ninety (90) calendar days following the end of his consultancy to exercise any and all inquiries regarding the Services vested Equity Awards. (iii) If Executive elects to receive continued healthcare coverage pursuant to the Companyprovisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s Chief covered dependents through the earlier of (A) the date that is eighteen months following the Effective Date and (B) the date Executive Officerand Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). The Officer acknowledges that Notwithstanding the foregoing, (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (2) Company has no right is otherwise unable to direct or control his performance continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of Services hereunder and that he the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments, which shall be treated as an independent contractor payable within thirty (30) days following the end of each month to which such amounts relate, provided; that, during the Consulting Period, if a good faith determination, made in accordance with Treasury Regulation Section 1.409A-1(h)(1)(ii), has been made that Executive has not incurred a termination of employment for all purposes with respect thereto. As suchSection 409A purposes, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect such payments to be made directly to the Officer’s outstanding equity incentive awards) and no income or other taxes Executive shall be withheld from the delayed until a termination under such Regulation has occurred. Following Executive’s termination, all unpaid amounts due hereunder shall be paid in a lump sum to the Officer Executive within thirty (30) days following his date of termination. After Company ceases to pay premiums pursuant to this Section 3Paragraph 3(b)(iii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iv) Company will reimburse Executive for all expenses actually incurred by Executive in performing the Services, including but not limited to travel and accommodation expenses, so long as such expenses are reasonable and necessary as determined by Company and approved in advance by Company. Executive shall maintain adequate books and records relating to any expenses to be reimbursed and shall submit requests for reimbursement in a timely manner and form acceptable to Company.

Consulting Arrangement. Subject Notwithstanding anything to the Officer’s execution and nonrevocation contrary in this Agreement, beginning on the second anniversary of the Supplemental ReleaseEffective Date, Executive shall have the option, exercisable upon not less than sixty (60) days prior written notice to Employer, to resign as an executive vice president of Bank and as President of the Peoples Bank Division, and to become a consultant to NPB and Bank. If Executive exercises the option set forth in this Section 27: (a) Executive shall become an independent contractor of NPB and Bank; (b) Executive's primary responsibilities shall be to actively participate in a transition process and to work closely with his named successor, and to actively participate with client and referral source retention. Executive agrees to spend at least twenty four hours per week performing these services for NPB and Bank, at such times and places as shall be determined by Executive; (c) As compensation for the services to be provided by Executive pursuant to subsection 27(b), NPB or Bank shall pay Executive seventy percent (70%) of Executive's base salary as then in effect pursuant to Section 4 of this Agreement. Executive shall provide his own health and other insurances. Executive shall not be entitled to participate, and shall not participate, in any employee benefit or welfare plan providing benefits to NPB or Bank employees, whether presently in force or hereafter adopted; (d) The term of Executive's engagement as a consultant shall be for one year from the Separation Date through date specified in the one year anniversary thereof (notice of exercise of the “Consulting Period”option as the "effective date" of the consulting arrangement, which date shall end on such not be earlier than sixty days after the date of the notice; (e) The provisions of Sections 2 through 13 of this Agreement shall automatically terminate and be of no further force and effect; (f) Executive shall resign as a director of Bank and as a member of the Officer dies, becomes disabled, or is terminated by the Company for Cause Peoples Bank Board (as defined below)in the Merger Agreement), the Company and Officer agree that Officer shall serve as a consultant to the Company providing the Services (as defined below); provided, however, that Bank may request Executive to remain on the Company Peoples Bank Board as it then presently exists as an advisory director; and (g) At Executive's option, Executive may elect to extend the Consulting Period term of this consulting arrangement for an additional twelve (12) months by up to 60 days by providing written notice to Officer thereofNPB and Bank not less than sixty (60) days prior to the expiration of the consulting term specified in subsection 27(d). In exchange for provision of the Servicessuch event, the Officer Executive's consulting arrangement shall receive a consulting fee of $10,000 per month, payable be on the 1st of each month, for same terms and conditions as the first six months of the Consulting Period and consulting fee of $5,000 per monthyear, payable on the 1st of each month, beginning in the seventh month of the Consulting Period through the remainder thereof. In addition, the Officer’s equity awards that are outstanding except that: (i) Executive shall perform such services as of the Separation Date shall be entitled to continue to vest in accordance with their original vesting terms for the duration of the Consulting Period andrequested by Executive's named successor, subject to the Officer’s continued service pursuant to this Section 3 for the entirety of the 12-month Consulting Period (without regard to any extension thereof). During the Consulting Period, Officer agrees to assist with transition and integration and at such other matters times as may shall be reasonably requested by the Company’s Chief Executive Officer from time to time such named successor; and (the “Services”). Officer will not be required to provide more than 20 hours of Services per calendar month during the first six months of the Consulting Period, and not more than 10 hours of Services per month ii) As compensation for the remainder of the Consulting Period. Officer shall direct any and all inquiries regarding the Services services to the Company’s Chief be provided by Executive Officer. The Officer acknowledges that the Company has no right to direct or control his performance of Services hereunder and that he shall be treated as an independent contractor for all purposes with respect thereto. As such, the Officer shall not participate as an active employee in any employee benefit plan of the Company or an affiliate (other than with respect to the Officer’s outstanding equity incentive awards) and no income or other taxes shall be withheld from the amounts paid to the Officer pursuant to subsection 27(g)(i), NPB or Bank shall pay Executive thirty five percent (35%) of Executive's base salary as was last in effect pursuant to Section 4 of this Section 3Agreement.