Consulting Fees. The Consulting Fees for the Consultant’s services shall be paid at the rate of ​ per hour. Consultant shall provide a written invoice on a bi-weekly basis, setting forth a description of the work performed and the associated hours.

Consulting Fees. Consultant shall receive annual consulting fees at the rate of ​ per year, payable in four (4) equal quarterly installments.

Consulting. I agree to serve as a consultant to the Company for the period commencing on the date of this Agreement and concluding on the date set forth on [Exhibit A] hereto, subject to the termination of this Agreement in accordance with [Section 7]. The period during which I serve as a consultant to the Company is referred to as the "Consulting Period".

Consulting Services. During the "Consulting Period" (as defined below), ​ 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 ​ Service to furnish, with the parties' understanding that: # ​ 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 ​ will act in the capacity of independent contractor. The parties contemplate that the services provided by ​ will be limited to an approximate total of four days per month. The "Consulting Period" means the period beginning ​ 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.

Consulting Fee. Commencing as of the Effective Date and continuing thereafter during the term of this Agreement, the Company shall pay the Consultant a base consulting fee at the rate of Four-hundred thousand dollars (​) per annum, payable Thirty-three thousand, three-hundred and ​ per month.

Consulting Period. Effective as of the day immediately following the Retirement Date and through ​ (such period, the “Consulting Period” and such date, the “Consulting Period Termination Date”), Executive shall # assist with the onboarding of the Successor Chief Executive Officer, # assist with the transition of the roles, responsibilities and duties of the chief executive officer of the Company to the Successor Chief Executive Officer, # assist with key client management, and # provide any other transition services and support to the Successor Chief Executive Officer and the Company as mutually agreed by the Board of Directors of the Company (the “Board”), the Successor Chief Executive Officer and Executive (the “Consulting Services”).

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 ​ and ending on ​ (the “Consulting Period”), unless terminated earlier pursuant to [Section 4.h].

Fees and other costs, including consulting fees, ​ fees and accounting fees, of contractors and consultants incurred in connection with the operation, maintenance and repair of the Project.

During the period beginning on the Effective Date (defined in Paragraph 7 below) and continuing through ​ (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 ​ and continuing through ​ (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 ​ 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 ​ per year, paid in equal quarterly installments of ​ 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.

Consulting Services. SCI shall provide the following Consulting Services to Therapeutics:

Consulting Fee. No cash remuneration shall be paid hereunder.

Consulting Services. ​ retains Consultant to provide, and Consultant agrees to provide, consulting services to ​ as it may from time to time reasonably request and as further specified in the business terms exhibit (“Business Terms Exhibit”) attached to this Agreement (the “Consulting Services”). Any changes to the Consulting Services and/or any compensation adjustments in respect of the Consulting Services must be agreed upon in writing between Consultant and ​ prior to commencement of the changes.

Consultant shall provide advice to ​ related to the development of diagnostics, vaccines, and therapeutics for ​ programs focused on # influenza and parainfluenza, # dengue, # HIV, and # TFPI (“Consulting Services”).

NO WITHHOLDING OF TAXES. Because Consultant is an independent contractor, the Company shall not withhold taxes of any sort from the consulting fees, and Consultant shall be responsible for payment of all FICA or Medicare taxes due on the consulting fees. Consultant hereby indemnifies the Company for any taxes, penalties, interest, and any accounting or attorneys’ fees incurred by the Company due to Consultant’s failure to pay taxes (including 100% of FICA and Medicare taxes) due on the consulting fees. The Company shall furnish Consultant, on a timely basis, with an IRS form 1099.

Fees and other costs, including consulting fees, ​ fees and accounting fees, of contractors and consultants incurred in connection with the operation, maintenance and repair of the Project.