Termination of Employment; Consulting Services Clause Samples
The 'Termination of Employment; Consulting Services' clause defines the terms under which an individual's employment may end and outlines any subsequent consulting relationship that may follow. Typically, this clause specifies the conditions for ending employment, such as notice periods or cause, and details whether the departing employee will provide consulting services to the company after termination, including the scope and duration of such services. Its core function is to ensure a smooth transition by clarifying post-employment obligations and maintaining access to the individual's expertise if needed.
Termination of Employment; Consulting Services. (a) Executive’s employment with the Company shall terminate effective May 14, 2015 (the “Separation Date”). Following the Separation Date, and at the request of the Company, Executive will consult with the Company’s executive officers and other employees regarding certain of the Company’s business and activities, as assigned by the Company to Executive from time to time, through July 13, 2015 (the “Consulting Period”); provided, however, that the parties will mutually agree in writing as to the scope and extent of Executive’s services during the Consulting Period prior to the Separation Date. Executive acknowledges that the consultation is to be performed from Executive’s home office and/or the Company’s office in Boston, but that the consultation also may require Executive to travel from time to time.
(b) From and after the Separation Date, Executive shall be an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Executive and the Company for any purpose. After the Separation Date, Executive shall have no authority to bind the Company or its affiliates, and Executive shall not attempt to obligate or bind the Company or any of its affiliates in any way without the Company’s prior approval. All documents, including but not limited to contracts, agreements, letters of intent, employment agreements and leases, that purport to bind or obligate the Company or any of its affiliates in any respect must be signed by the appropriate representative(s) of the Company.
(c) The Company will provide Executive with support services in its Boston office for the consulting period following the Separation Date to the extent determined necessary and reasonable by the Company. During the consulting period, Executive may be engaged or employed in any other business, trade, profession or other activity which does not place Executive in a conflict of interest with the Company; provided, that, during the Consulting Period, Executive shall not be engaged in any business activities involving an HDAC inhibitor being developed to treat cancer, or otherwise prohibited by the Assignment of Developments Agreement (as defined below and except as provided in Section 8 of this Agreement), between Executive and the Company, without the Company’s prior written consent to be given or withheld in its sole discretion.
(d) The Company shall pay to Executive as full compensa...
Termination of Employment; Consulting Services. A. Employee’s employment with Employer and its affiliates (collectively, the “CyrusOne Group”) will terminate under Section 13(d) of the Employment Agreement, effective as of the Termination Date. Employer will pay Employee for all hours worked through the Termination Date in accordance with Employer’s regular payroll procedures and schedule; Employee acknowledges that these amounts are all of the amounts owed to him by Employer through the Termination Date. As of the Termination Date, Employee’s status as an employee and executive officer of Employer shall cease. To the extent there is any requirement that Employer give written or advance notice to Employee of the termination of Employee’s employment, Employee waives such notice requirement. From and after the Termination Date, Employee is not to hold himself out as an employee, member of the Employer’s Board of Directors, agent, or authorized representative of Employer, negotiate or enter into any agreements on behalf of Employer, or otherwise attempt to bind Employer.
B. During the Consulting Period, Employee will be retained as a consultant to Employer and will perform such other transition-related duties as may be specified by Employer’s Chief Executive Officer (or his/her designee) subject to the terms set forth below.
i. Employee will not be required to regularly report to work during the Consulting Period but agrees that he will make himself available to Employer, during regular business hours, as specified by Employer’s Chief Executive Officer (or his/her designee) on an as-needed basis for project work, knowledge transfer and information exchange. It is agreed by the parties that the level of services Employee will be requested to perform during the Consulting Period shall be no greater than twenty percent (20%) of the average level of services Employee performed as an employee during the thirty-six (36) month immediately preceding the Termination Date. Employee shall perform consulting services as an independent contractor, and nothing contained herein shall operate, nor shall be construed to operate, as creating a relationship of employment, partnership, joint venture or any other relationship except the relationship specifically set forth herein.
ii. As the sole consideration for his services during the Consulting Period, Employee shall be entitled to a one-time payment of three hundred and sixty six thousand six hundred and sixty six dollars ($366,666.00), to be made on February 15, 2020, net...
Termination of Employment; Consulting Services. (a) Executive’s employment with the Company terminated effective as of July 8, 2014 (the “Separation Date”). Following the Separation Date, and at the request of the Company, Executive will consult with the Company’s executive officers and other employees regarding certain of the Company’s business, regulatory and compliance activities, as assigned by the Company to Executive from time to time, through December 31, 2014. Executive acknowledges that the consultation is to be performed from Executive’s home and the Company’s office in California, but that the consultation also may require Executive to travel from time to time. Executive shall agree to be available to provide consulting services on reasonable notice for reasonable hours, up to eight hours per day, 40 hours per week, upon request by the Company. Executive and the Company agree that in exchange for being available during the consulting period, the Company will pay Executive the Consulting Fee (as defined in Section 2(d) below), whether or not the Company requests any services from Executive, so long as Executive is willing, able and available to provide the consulting services. The Company will honor this Agreement following a Control of Control, as defined in the Separation Agreement.
(b) Executive shall be an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Executive and the Company for any purpose. Notwithstanding the previous sentence, Executive’s service as a consultant under the terms of this Agreement shall be included within the definition of “Corporate Status” under the April 9, 2012 Indemnification Agreement (“Indemnification Agreement”) between Executive and the Company such that Executive shall be entitled to indemnity through the Indemnification Agreement for her services as a consultant. After the Separation Date, Executive shall have no authority to bind the Company or its affiliates, and Executive shall not attempt to obligate or bind the Company or any of its affiliates in any way without the Company’s prior approval. All documents, including but not limited to contracts, agreements, letters of intent, employment agreements and leases, that purport to bind or obligate the Company or any of its affiliates in any respect must be signed by the appropriate representative(s) of the Company.
(c) The Company will provide Executive with support services in its ...
Termination of Employment; Consulting Services. (a) Subject to the terms and conditions set forth in this Agreement, effective upon the completion of the Transaction, Executive's employment as Principal Financial Officer of the Corporation shall terminate, and Executive shall instead provide independent consulting services to the Corporation, in accordance with the terms and conditions set forth herein to become effective as of the Effective Date.
(b) The Corporation and Executive hereby agree that as of the Effective Date, Executive shall participate in the oversight of certain operational matters of the Corporation's (and/or the Corporation's subsidiaries') business in the U.K. Such duties shall be performed primarily in the U.K. and subject to travel outside of such area as may be necessary for Executive to perform his duties.
(c) Executive shall faithfully and diligently discharge his duties hereunder and use his best efforts to implement the policies established by the Board of Directors of the Corporation. Executive agrees to devote such amount of his time and attention as is reasonably necessary to faithfully and diligently discharge his duties hereunder.
(d) After the Effective Date, Executive shall be an independent contractor, and shall not have any of the rights or authority of an employee, officer, or director of the Corporation; Executive shall have no authority to bind the Corporation, or to act as an agent or representative of the Corporation, and Executive shall make no representation or warranty to any third party to the contrary.
Termination of Employment; Consulting Services. (a) Employee’s employment with the Company shall terminate at the close of business on December 31, 2004. For thirty (30) months following December 31, 2004, the Company, at its expense, shall continue Employee’s participation in the medical, dental and vision plans, long-term disability plans and life insurance plans specified in Section 2(a)(iii) (or substantially comparable benefits); provided that the Company shall not be required to make DC pension contributions on behalf of Employee or continue Employee’s participation in other savings, retirement or benefit plans. Following expiration of the 30-month period, Employee shall be entitled to 18 months of COBRA coverage at his expense. Except as set forth in Section 4(k), all vested stock options, shares of restricted stock and other stock or stock based awards granted by the Company to Employee shall remain exercisable by Employee subject to the terms and conditions of any plans which such grants or awards were made under.
(b) From January 1, 2005 through December 31, 2005, Employee shall serve as a consultant to the Company. Employee’s consulting relationship shall be evidenced by a consulting agreement in the form attached as Exhibit B hereto.
Termination of Employment; Consulting Services. (a) Employee’s employment with the Company shall cease effective December 1, 2009 (the “Termination Date”) and the Employment Agreement shall terminate effective as of the Termination Date and shall be of no further force and effect, except as set forth herein in Section 9(c).
(b) For a period subsequent to the Termination Date and terminating on February 27, 2012 (the “Consulting Period”), Employee will consult as reasonably requested from time to time (with Employee making reasonable efforts to accommodate Company’s schedule) with the Company’s executive officers and other employees regarding certain of the activities that Employee from time to time has worked on during his employment and/or other matters relating to business development and other types of activities in which Employee was engaged during his employment by the Company. Employee may accept other employment during the Consulting Period. Employee shall be an independent contractor of the Company and not an employee during the Consulting Period. Employee shall devote such time to his consulting activities as may be required from time to time by the Company (through its senior executives); provided, however, that Employee shall not be required to spend more than 20 hours in any given month engaged in such activities. At or about the beginning of each calendar quarter Employee and the Company will meet to lay out a general plan for the consulting requirements for such quarter.
(c) From and after the Termination Date, Employee shall have no authority to bind the Company or its Affiliates, and Employee shall not attempt to obligate or bind the Company or any of its Affiliates in any way, without the Company’s prior written approval.
Termination of Employment; Consulting Services