Post-Separation Consulting. (a) During the Consulting Period (as defined below), Executive agrees to provide transition and consultation services to the General Partner and its Affiliates (the “Services”). In providing the Services, Executive shall act as an independent contractor to the General Partner and shall assist with the transition of his responsibilities and provide the General Partner with such assistance as the General Partner or CEO of the Company (the “CEO”) may deem necessary from time to time. Executive agrees to attend such meetings, if any, as the General Partner or CEO may reasonably require for communication of his advice and consultation. Executive shall work remotely and shall coordinate the furnishing of the Services with representatives of the General Partner or CEO in order that such services can be provided in such a way as to generally conform to the business schedules of the General Partner or its applicable Affiliate, but otherwise the method of performance, time of performance, place of performance, hours utilized in such performance, and other details of the manner of performance of Executive’s provision of the Services shall be within the sole control of Executive. Notwithstanding any provision of this Agreement, and unless reasonably requested by the General Partner or CEO, in no event shall Executive be obligated to make himself available to provide the Services for more than 20 hours in any single calendar week. During the Consulting Period, (i) Executive shall have the right to devote his business day and working efforts to other business and professional opportunities as do not interfere with his rendering of the Services to the General Partner or its Affiliates or his other obligations to the General Partner or any of the other Released Parties and (ii) Executive shall not be deemed to be an agent of the General Partner or any of its Affiliates or have any power to bind or commit the General Partner or any of its Affiliates or otherwise act on their behalf. (b) In exchange for providing the Services, and for being available to do so, the General Partner shall pay Executive a consulting fee at the rate of $33,333.33 per complete calendar month during the Consulting Period, which amount shall be pro-rated for partial calendar months and paid to Executive within 30 days following the completion of each calendar month during the Consulting Period. Executive acknowledges and agrees that he is responsible for all federal, state and local taxes related to any compensation that he receives from the General Partner in connection with the consulting arrangements described herein (which includes all compensation described in this Section 3(b)). (c) As of the Separation Date, Executive shall no longer be an employee of the Company or any other Released Party and nothing in this Agreement or elsewhere shall change that status. During the Consulting Period, Executive shall be an independent contractor and shall not participate in any pension or welfare benefit plans, programs or arrangements of the Company or any other Released Party unless such benefits are made available due to Executive’s former employment status with the Company. (d) Unless earlier terminated as provided hereunder, the “Consulting Period” shall be that period between the Separation Date and November 30, 2024; provided, however, that the Consulting Period, and Executive’s and the General Partner’s respective obligations under this Section 3, shall be terminated prior to November 30, 2024 upon any of the following: (i) the death or disability of Executive; (ii) the termination of the Consulting Period by the General Partner for Consulting Period Cause; or (iii) the termination of the Consulting Period by mutual agreement of the Parties, as evidenced by a writing signed by Executive and the General Partner. For the avoidance of doubt, upon the termination of the Consulting Period, the General Partner shall have no further obligations to Executive pursuant to Section 3(b) above and the only payments owed to Executive by the General Partner following the termination of the Consulting Period shall be to provide payment for those Services performed prior to the date that the Consulting Period terminated. As used herein, “Consulting Period Cause” shall exist in the event that: (A) Executive breaches any of his obligations or covenants under this Agreement; or (B) during the Consulting Period, Executive engages in any act or omission that would give rise to Cause pursuant to clauses (b), (c), (d), or (e) of the definition of Cause in Section 1.4 of the Severance Agreement.
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Post-Separation Consulting. (a) During the Consulting Period (as defined below), Executive agrees to provide transition and consultation services to the General Partner and its Affiliates (the “Services”). In providing the Services, Executive shall act as an independent contractor to the General Partner and shall assist with the transition of his Executive’s responsibilities and provide the General Partner with such assistance as the General Partner or CEO of the Company (the “CEO”) may deem necessary from time to time. Executive agrees to attend such meetings, if any, as the General Partner or CEO may reasonably require for communication of his Executive’s advice and consultation. Executive shall work remotely and shall coordinate the furnishing of the Services with representatives of the General Partner or CEO in order that such services can be provided in such a way as to generally conform to the business schedules of the General Partner or its applicable Affiliate, but otherwise the method of performance, time of performance, place of performance, hours utilized in such performance, and other details of the manner of performance of Executive’s provision of the Services shall be within the sole control of Executive. Notwithstanding any provision of this Agreement, and unless reasonably requested by the General Partner or CEO, in no event shall Executive be obligated to make himself be available to provide the Services for more than 20 hours in any single calendar week. During the Consulting Period, (i) Executive shall have the right to devote his Executive’s business day and working efforts to other business and professional opportunities as do not interfere with his Executive’s rendering of the Services to the General Partner or its Affiliates or his Executive’s other obligations to the General Partner or any of the other Released Parties and (ii) Executive shall not be deemed to be an agent of the General Partner or any of its Affiliates or have any power to bind or commit the General Partner or any of its Affiliates or otherwise act on their behalf.
(b) In exchange for providing the Services, and for being available to do so, the General Partner shall pay Executive a consulting fee at the rate of $33,333.33 per complete calendar month during the Consulting Period, which amount shall be pro-rated for partial calendar months and paid to Executive within 30 days following the completion of each calendar month during the Consulting Period. Executive acknowledges and agrees that he Executive is responsible for all federal, state and local taxes related to any compensation that he Executive receives from the General Partner in connection with the consulting arrangements described herein (which includes all compensation described in this Section 3(b)).
(c) As of the Separation Date, Executive shall no longer be an employee of the Company or any other Released Party and nothing in this Agreement or elsewhere shall change that status. During the Consulting Period, Executive shall be an independent contractor and shall not participate in any pension or welfare benefit plans, programs or arrangements of the Company or any other Released Party unless such benefits are made available due to Executive’s former employment status with the Company.
(d) Unless earlier terminated as provided hereunder, the “Consulting Period” shall be that period between the Separation Date July 1, 2025 and November September 30, 20242025; provided, however, that the Consulting Period, and Executive’s and the General Partner’s respective obligations under this Section 3, shall be terminated prior to November September 30, 2024 2025, upon any of the following: (i) the death or disability of Executive; (ii) the termination of the Consulting Period by the General Partner for Consulting Period Cause; or (iii) the termination of the Consulting Period by mutual agreement of the Parties, as evidenced by a writing signed by Executive and the General Partner. For the avoidance of doubt, upon the termination of the Consulting Period, the General Partner shall have no further obligations to Executive pursuant to Section 3(b) above and the only payments owed to Executive by the General Partner following the termination of the Consulting Period shall be to provide payment for those Services performed prior to the date that the Consulting Period terminated. As used herein, “Consulting Period Cause” shall exist in the event that: (A) Executive breaches any of his obligations or covenants under this Agreement; or (B) during the Consulting Period, Executive engages in any act or omission that would give rise to Cause pursuant to clauses (b), (c), (d), or (e) of the definition of Cause in Section 1.4 of the Severance Agreement.Partner
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