Fill and Sign the Agreement Retiring Form

Agreement for Continuing Services of Retiring Executive Employee as a Consultant This Consulting Agreement is made and entered into as of       by and (Date) between       , a corporation organized and existing under (Name of Corporation) the laws of the state of       , with its principal office located at (Name of State)       , referred to herein as the Company, and (Street Address, City, County, State, Zip Code) and       of       , (Name of Executive) (Street Address, City, County, State, Zip Code) referred to the Consultant, who is currently the       of the (T itle of Employee) Company. Whereas, Consultant is currently employed by Company as       , (T itle of Employee) 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       , through       . Commencing on       (Title of Executive) (Date) (Date) and ending on       , hereinafter called       , Company will (Date) (the Consulting Period ) engage Consultant to consult with Company on an as needed basis. 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       . Consultant will not earn nor be eligible for any awards or grants under any Agreement for Continuing Services Page 1 of 4 (Date) 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 month. 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 Company will own the copyright and all other rights to the Works Made for Hire provided that Works Made for Hire will not include materials that are a derivative work of a previously completed work in which Consultant holds the copyright or a license to use the materials. 8. Confidentiality. If, in the course of performing services as a consultant under this Agreement, Consultant has access to any confidential or proprietary information of the Company, Consultant agrees to treat that information as confidential in the same manner as Consultant would be obligated to do as an executive employee pursuant to the Company’s (e.g., Employment Manual) , which will continue to apply to Consultant during the term of this Agreement. During the continuation of Consultant's term as a Consultant, he will remain subject to all employee policies. 9. Severability. The invalidity of any portion of this Agreement will not and shall not be Agreement for Continuing Services Page 2 of 4 deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 10. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 11. Governing Law . This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) 12. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 13. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 14. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 15. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 16. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 18. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. Agreement for Continuing Services Page 3 of 4       (Name of Company) By: By: (P rinted Name of Consultant) (P rinted Name & Office in Corporation)             (Signature of Consultant) (Signature of Officer) Agreement for Continuing Services Page 4 of 4