Consulting Term. The Company and Executive agree as of the Effective Date of this Agreement and through the Start Date (as defined below) (the “Consulting Term”), Executive will provide consulting services (the “Consulting Services”) to the Company as an independent contractor. Executive has the right to control and direct the place, means, manner, and method by which the Consulting Services will be performed. Executive shall select the days of the Consulting Services, starting and quitting times, and order in which the Consulting Services are performed. Executive agrees that such Consulting Services constitute significantly less services than Executive would otherwise be required to perform if regularly employed by the Company.

CONSULTING AGREEMENT. If you timely sign this Agreement and allow it to become effective, then the Company will engage you as a consultant under the terms set forth below.

Consulting Period. You will serve as a consultant to the Company beginning on April 7, 2018 and ending on July 2, 2018 (the “Consulting Period”), unless terminated earlier pursuant to [Section 4.h].

Consulting Services. As a consultant, you will be responsible for assisting the Company in any area of your expertise, as reasonably requested by the Company (the “Consulting Services”). You will conduct the Consulting Services at a location of your choosing. You will exercise the highest degree of professionalism and utilize your expertise and creative talents in performing the Consulting Services. You will not receive any cash consulting fees for the Consulting Services.

Consulting Services. During the "Consulting Period" (as defined below), [[SLM Advisory Services:Organization]] will stand ready and will furnish to ITW such reasonable services of an advisory or consulting nature with respect to its business and affairs as ITW may reasonably call upon [[SLM Advisory Services:Organization]] Service to furnish, with the parties' understanding that: # [[SLM Advisory Services:Organization]] will be available for the Consulting Period upon reasonable notice and at reasonable times for periodic consultations, either in person, by videoconference, or by telephone; and # Mr. Martindale will not be an employee of ITW in performing consulting services hereunder, but he and [[SLM Advisory Services:Organization]] will act in the capacity of independent contractor. The parties contemplate that the services provided by [[SLM Advisory Services:Organization]] will be limited to an approximate total of four days per month. The "Consulting Period" means the period beginning April 15, 2021 and continuing until either party provides 30 days' written notice of termination of the Agreement. Either party may provide such notice at any time for any reason.

During the period beginning on the Effective Date (defined in Paragraph 7 below) and continuing through July 31, 2017 (the “Consulting Period”), Consultant shall provide to Company, including its subsidiaries and affiliates, consulting services commensurate with his status and experience as a former Company executive officer with respect to such matters as shall be reasonably requested from time to time by the Chief Executive Officer of the Company or his or her designee (the “Company Representative”), provided that Consultant shall not be required to provide such services during any period when he is unable to perform due to his health.

Consulting Arrangement. Beginning on January 1, 2014 and continuing through December 31, 2017 (the “Consulting Period”), you agree to provide consulting services as provided herein to AFG and any related organizations, including, without limitation, any and all subsidiaries and affiliates of [[Organization B:Organization]] and their officers and directors (collectively, the “Company”), making yourself available to answer questions and consult with the Company upon reasonable request. You further agree to use your best efforts to make yourself available at reasonable times and for reasonable periods of time thereafter if your cooperation is required or requested to assist the Company in connection with litigation or regulatory inquiries relating to matters arising while you were an officer of the Company. During the Consulting Period, you will be provided with office space, administrative assistance, parking, conference and dining services and equipment necessary to fulfill your responsibilities under this paragraph. In consideration of your willingness to provide these consulting services, you will be paid a consulting fee (“Consulting Fee”) of $350,000 per year, paid in equal quarterly installments of $87,500 on January 1, April 1, July 1 and October 1 during 2014, 2015, 2016 and 2017. As an independent consultant during the Consulting Period, you will bear responsibility for all applicable taxes, including without limitation, the federal self-employment tax and withholding for federal income taxes and Social Security.

Consulting Services. Consultant shall provide general consulting services to Company (the “Services”) related to the Company’s business. Consultant will provide, from time to time, assistance to Company in review and preparation of request for proposals for services related to Consultant’s specialty.

Consulting Services. Immediately following the Termination Date, and upon acceptance of this Agreement, Smathers will be converted to an independent consultant for a period of up to twelve (12) months. Smathers’ outstanding equity awards granted by ​, to the extent subject to time-based vesting, will continue to vest during the consulting period.

Fee. During the Term, the Company shall pay [[Mr. Kanas:Person]] an annual fee of $200,000 (the "Fee"), payable in arrears in equal monthly installments on the 15th day of each calendar month (or the following business day), with the first such payment for the month of January 2017 to be made on February 15th, 2017.