Agreement for Continuing Services of Retiring Executive Employee as a Consultant
This Consulting Agreement is made and entered into as of (date) by and between (Name of
Corporation, a corporation organized and existing under the laws of the state of (name of state),
with its principal office located at (street address, city, state, zip code), referred to herein as the
Company, and and (Name of Executive) of (street address, city, state, zip code), referred to the
Consultant, who is currently the (title of employee) of the Company.
Whereas, Consultant is currently employed by Company as (title of Executive), and
Consultant's employment with Company will end on (date).
Whereas, Company wishes to hire Consultant as a consultant to perform the services described
in Exhibit A attached hereto and made a part hereof, after Consultant's employment with
Company comes to an end.
Now therefore, for good and valuable consideration, the receipt and adequacy of which are
acknowledged, Company agrees to engage Consultant as a consultant for Company under the
terms set forth in this Agreement.
1. Term. Consultant will continue as an employee of Company in his or her role of (title of
Executive), through (date). Commencing on (date) and ending on (date), hereinafter called (the
Consulting Period), Company will engage Consultant to consult with Company on an as needed
2. Services. Consultant agrees that Consultant will be reasonably available during the
Consulting Period to provide consulting services to the Company, and will notify the Company in
advance of any extended absences or periods when Consultant will be unavailable.
3. Compensation during Continued Employment. Beginning on (date), Company will
continue to pay to Consultant his or her current monthly salary of $___________ in accordance
with the terms of the Employment Agreement now in effect between the parties dated (date).
Consultant will not earn nor be eligible for any awards or grants under any of the Company's
bonus, equity, or other award plans for services rendered in (last year of employment).
Company will continue to provide Consultant with continuation of current health and welfare
benefits generally available to employees until (date).
4. Compensation during Consulting Period. As compensation for Consultant's services
during the Consulting Period, Company will pay Consultant a consulting fee of $___________
per hour for the hours worked for Company with no minimum monthly amount. While Consultant
is providing consulting services to the Company, Company will provide Consultant with office
space and standard office equipment at Company's sole cost and expense. Company will
reimburse Consultant for reasonable travel expenses and similar out-of-pocket expenses that
Consultant incurs in performing consulting services. Consultant agrees to submit, at the end of
each month, an invoice showing the hours Consultant works for Company for the previous
5. Stock Options. As additional consideration for the consulting services, the Company
will cause the stock options that the Company has awarded to Consultant as an employee of
the Company to continue to vest at the rate and on the terms stated in the applicable stock
option Agreement, so long as Consultant continues providing services to the Company under
the terms of this Consulting Agreement, and Company will allow Consultant to exercise all
options that have vested during the term of Consultant's employment or that vest during the
term of the Consulting arrangement, in accordance with the stock options' terms.
6. Termination. Either party may cancel this Consulting Agreement at any time, for any
reason, by giving written notice to the other. Company may terminate this Agreement for cause,
if, in the Company's exercise of its reasonable discretion, Consultant is unavailable to perform
the services described in this Agreement and Consultant's unavailability reasonably interferes
with the Company's ability to request and use Consultant's services.
7. Copyright and Other Rights. Any writings, reports, plans, recipes, procedures,
manuals, or other written works, and any drawings, sketches, pictures, or diagrams Consultant
prepares in performing work for Company will be deemed Works Made for Hire, and