Nature of the Services. In accordance with the terms and conditions of this Agreement, the Independent Contractor shall, to the extent requested from time to time by the Corporation, continue to perform consulting Services for the benefit of the Corporation with respect to all matters relating to or affecting all items set forth in Schedule A attached hereto. The Independent Contractor shall perform such additional Services as may be agreed to by both parties from time to time in writing, which, when so agreed, shall be deemed incorporated into this Agreement. The Independent Contractor shall perform Services at the direction of the President and Chief Executive Officer of the Corporation (or another senior executive officer of the Corporation as may be designated from time to time by the Board of Directors of the Corporation). As a part of the Independent Contractor's Services, the Independent Contractor shall, among other things, review, analyze, and make suggestions to the Corporation regarding all matters included in Schedule A attached hereto. The Independent Contractor agrees and stipulates that this Agreement is a personal service contract under which Services shall be performed by particular agents and employees of the Independent Contractor who are subject to the approval of the Corporation from time to time. The Corporation initially approves ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, together with support staff directly reporting to and under the personal supervision of such individuals as required for such Services, as individuals to perform Services hereunder. The Independent Contractor shall furnish the Corporation with a properly completed Request for Taxpayer Identification Number and Certification on Form W-9, upon receipt of said Form W-9 from the Corporation. Section Four Compensation 4.1 Subject to the provisions of this Section 4, the consideration to the Independent Contractor from the Corporation (a) for the Services previously rendered to the Corporation by the Independent Contractor under this Agreement shall consist of 307,692 shares of the Corporation's Common Stock, par value $.01 per share ("Common Stock"), which shares shall be fully vested, fully paid and non-assessable on the date of issuance thereof (but bearing appropriate restrictive legends); (b) in respect of future Services rendered after the date hereof, such additional amounts, if any, as may be approved from time to time by the Board of Directors of the Corporation which shall be reflected in invoices furnished to the Corporation by the Independent Contractor in accordance with Section 4.3, payable by the Corporation, at its election, in the form of cash payments or vested, fully paid and non-assessable shares of Common Stock (bearing appropriate restrictive legends), in lieu of cash payments, equal in value to such cash payments); and (c) the reimbursement of actual and direct out-of-pocket expenses incurred by the Independent Contractor in the rendering of Services under this Agreement (including expenses previously incurred).
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Nature of the Services. In accordance with the terms and conditions of this Agreement, the Independent Contractor shall, to the extent requested from time to time by the Corporation, continue to perform consulting Services for the benefit of the Corporation with respect to all matters relating to or affecting all items set forth contained in Schedule A attached hereto. The Independent Contractor shall perform such additional Services as may be agreed to by both parties from time to time in writing, writing which, when so agreed, shall be deemed incorporated into this Agreement. The Independent Contractor shall perform Services at the direction direction, and subject to the supervision, of the President and Chief Executive Officer of the Corporation (or another senior executive officer of the Corporation as may be designated from time to time by the Board of Directors of the Corporation). As a part of the Independent Contractor's consulting Services, the Independent Contractor shall, among other things, shall review, analyze, and make suggestions to the Corporation regarding on all matters included in Schedule A attached hereto. The Independent Contractor agrees and stipulates that this Agreement is a personal service contract under which Services shall be performed by particular agents and employees of the Independent Contractor who are subject to the approval of the Corporation from time to time. The Corporation initially approves ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, together with support staff directly reporting to and under the personal supervision of such individuals as required for such Services, as individuals to perform Services hereunderContractor. The Independent Contractor shall furnish the Corporation with a properly completed Request for Taxpayer Identification Number and Certification on Form W-9, upon receipt of said . The Corporation shall forward the appropriate Form W-9 from to the CorporationIndependent Contractor. Section Four Compensation Compensation
4.1 Subject to the provisions of this Section 4, the As consideration to the Independent Contractor from the Corporation (a) for the Services previously to be rendered to the Corporation by the Independent Contractor under this Agreement shall consist Agreement, the Corporation shall:
(a) Pay the Independent Contractor the sum of 307,692 Two Thousand Dollars ($2,000.00), in cash, for each day (consisting of at least eight hours of work which may be spread among one or more days) during which the Independent Contractor performs meaningful Services beyond work performed to fulfill the Independent Contractor's duties as a member of the Corporation's Board of Directors and its committees, such amount payable in arrears monthly following the Corporation's receipt of an invoice that describes in reasonable detail the Services performed daily during the month.
(b) As of the Effective Date and on January 3, 2000 deliver to the Independent Contractor a non-qualified stock option, each exercisable for up to 15,000 shares of the Corporation's Common Stock, $0.01 par value $.01 per share ("Common Stock"), which at a purchase per share equal to the closing price of shares of Common Stock as reported by the NASDAQ Stock Market, Inc. on the Effective Date and on January 3, 2000, respectively. Each such stock option shall be fully vested, fully paid and non-assessable become immediately exercisable on their respective dates of grant. Each such stock option shall expire ten (10) years following the date of issuance thereof (but bearing appropriate restrictive legends); (b) in respect of future Services rendered after the date hereof, grant. Each such additional amounts, if any, as may be approved from time to time by the Board of Directors of the Corporation which stock option shall be reflected in invoices furnished to the Corporation evidenced by the Independent Contractor in accordance with Section 4.3, payable by the Corporation, at its election, a Non-Qualified Stock Option Agreement substantially in the form of cash payments or vestedthe form of option agreement attached as Schedule B hereto.
4.2 Subject to Section 15 hereof, fully paid the Corporation shall reimburse the Independent Contractor within thirty (30) days following receipt of documentation that satisfies the Corporation's travel and non-assessable shares of Common Stock (bearing appropriate restrictive legends)expense reimbursement policies, in lieu of cash payments, an amount equal in value to such cash payments); and (c) the reimbursement of actual and direct cost of all reasonable out-of-pocket expenses incurred by the Independent Contractor in the rendering of Services under this Agreement (including expenses previously incurred)Agreement. The Independent Contractor hereby acknowledges that it has received in writing, read and understands the Corporation's travel and expense reimbursement policies in effect as of the Effective Date.
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Sources: Consulting Agreement (Designs Inc)