Cafeteria (a) As part of Landlord’s Work, Landlord shall construct a team member cafeteria (the “Cafeteria”) in the area designated for the Cafeteria on Exhibit “A” attached hereto for use by Tenant and Tenant’s employees and guests. Landlord shall bear the cost of constructing the Cafeteria and the Tenant Allowance shall be charged [***] in connection therewith. During the term of this Lease, the Cafeteria is to be operated as a cafeteria for the Building’s occupants. The Cafeteria shall remain under ▇▇▇▇▇▇▇▇’s control The Cafeteria shall be operated as a sit-down, cafeteria style food service operation offering succulent food during the hours of 7:00 am-10:00 am (breakfast) and 11:00 am-l:30 pm (lunch); provided, the hours of operation and prices charged in the Cafeteria are subject to change so long as such hours of operation are consistent with other similar cafeterias operated in Class A office buildings in the general geographic area of the Development and the Cafeteria operates for breakfast and lunch Monday through and including Friday.
(b) As long as the Cafeteria is and remains fully operational by Landlord and is operated in a manner consistent with other similar cafeterias operated in Class A office buildings in the general geographic area of the Development and the Cafeteria operates for breakfast and lunch Monday through and including Friday as otherwise provided in this Lease, Tenant shall make an annual contribution to the operation of the Cafeteria in an amount equal to the annual actual cash losses incurred in connection with operation of the Cafeteria during such calendar year and assuming only market rate fees are charged in an amount not to exceed fifty cents ($0.50) per rentable square foot of the Premises per year (exclusive of the rentable square footage of those portions of Premises which are within the Cafeteria) (currently, [***] per annum prorated for partial months of Cafeteria operation (“Cafeteria Losses”). Within ninety (90) days after the close of each calendar year, or as soon after such ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement prepared by Landlord of Cafeteria Losses for such calendar year and Tenant shall pay the Cafeteria Losses within thirty (30) days after receipt of such statement. If this Lease shall terminate on a day other than the last day of a calendar year, ▇▇▇▇▇▇’s share of the Cafeteria Losses that are applicable to the calendar year in which such termination shall occur shall be prorated on the basis of the number of calendar days within such year as are within the term of this Lease. For a period of two (2) years after delivery of each such statement to which such records relate, Tenant shall have the right upon thirty (30) days’ prior written notice to Landlord to inspect Landlord’s records relating to Cafeteria Losses. Such inspection shall be conducted at Landlord’s offices during normal business hours at Tenant’s expense. Such inspection may not be conducted by a person or firm compensated on a contingent fee basis. If such inspection shall disclose that Tenant has paid five percent (5%) or more in excess of that required to be paid hereunder and Landlord shall accept such determination, which acceptance shall not be unreasonably withheld, Landlord shall reimburse Tenant for the reasonable cost of such inspection. Tenant shall have no right to offset the amount of any overpayment unless Landlord shall accept such determination. If Landlord and Tenant do not agree on any overpayment or underpayment within thirty (30) days, either Landlord or Tenant may cause an independent Big Four accountant firm to resolve the dispute, whose determination shall be binding on Landlord and Tenant and the fees shall be split equally between Landlord and Tenant.
(c) Notwithstanding the foregoing or anything else to the contrary (i) if Landlord desires to cease operating the Cafeteria Landlord shall provide Tenant at least ninety (90) days notice prior to the date Landlord ceases operating the Cafeteria, and (ii) if Landlord ceases operating the Cafeteria, Tenant may at any time and from time to time, take over the operation of the Cafeteria (or cause one (1) or more operator(s) to take over operation of the Cafeteria) and in such event, Tenant may, for the remainder of the Term, use and/or operate the Cafeteria and the equipment and other items which are located in the Cafeteria at the time the Cafeteria initially opens for business at no cost to Tenant for space or equipment, but, in such event, Tenant shall pay the direct costs of operating the Cafeteria which shall include and be limited to any personal property tax applicable to the equipment and personal property used in the operation of the Cafeteria utilities and janitorial and in such event, Tenant (A) may offset all such costs incurred by Tenant in connection therewith, against the next due installments of Basic Rental and all additional rent payable hereunder, and (B) shall not be required to pay the Cafeteria Losses. Landlord represents and warrants that it owns all of the equipment and other items to be located in the Cafeteria at the time the Cafeteria initially opens for business free and clear of any encumbrance or other superior right.
Cafeteria Plan As of the Distribution Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan. As soon as practicable following the claim submission deadline under the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Cafeteria Plan made during such year by the Transferring Employees less the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is positive, the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, HHH shall be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar year, whether such claims are incurred prior to, on or after the Distribution Date, which claims shall be paid pursuant to and under the terms of the HHH Cafeteria Plan.
Compensation Benefits and Reimbursement (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2. The Bank shall pay Executive as compensation a salary of not less than [$ ] per year (“Base Salary”). Such Base Salary shall be payable biweekly, or with such other frequency as officers and employees are generally paid. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually. Such review shall be conducted by a committee designated by the Board, and the Bank may increase, but not decrease (except a decrease that is generally applicable to all employees) Executive’s Base Salary (with any increase in Base Salary to become “Base Salary” for purposes of this Agreement). Base Salary shall not include any director’s fees that the Executive is entitled to receive as a director of the Bank or any affiliate of the Bank. Such director’s fees shall be separately paid to the Executive.
(b) Executive will be entitled to participate in and receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank currently or in the future to its senior executives and key management employees. Executive will be entitled to participate in any incentive compensation and bonus plans offered by the Bank in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Bank shall reimburse Executive for his ordinary and necessary business expenses including, without limitation, fees for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate for business purposes, and travel and entertainment expenses, incurred in connection with the performance of his duties under this Agreement.
Tuition Fees The Employer agrees to pay tuition fees for continuing education courses as follows:
a) Employer initiated – 100% of course fees upon successful completion of course.
b) Employee initiated – 50% of course fees upon successful completion. Courses must be employment-related and approved, in writing, by the Employer in advance.
Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following:
4.3.1. Title IV-E Federal ▇▇▇▇▇▇ Care Program (Grant “E”). In accordance with the requirements detailed in the specific grant requirements, the Department shall reimburse the Grantee under ▇▇▇▇▇ E the maximum federal dollar share for the following: ▇▇▇▇▇▇ care maintenance claims for eligible juvenile probation children, dir ect administrative claims, and enhanced administrative claims. Upon review and approval of supporting documentation, the Department shall reimburse the Grantee as requests for reimbursement are presented for payment provided there is sufficient Title IV-E grant award authority against which to process presented claims and providing said funds are being reimbursed to the Department by Texas Department of Family and Protective Services (TDFPS) via the interagency agreement. To be eligible for reimbursement, all costs must be reasonable, allowable, and properly allocated for support of the ▇▇▇▇▇▇ care program. A direct or enhanced administrative claim is not eligible for reimbursement if the basis of the claim has funding from any other federal source.
4.3.2. JJAEP Program (Grant "P"). Grantees eligible for reimbursements under ▇▇▇▇▇ ▇ shall receive a share of the initial $1,500,000 distribution based on each Grantee's share of the total juvenile population for each school year for the current contract period. Additional funds will be distributed at a rate not to exceed $96 per eligible student attendance day for students who are required to be expelled pursuant to Chapter 37 of the Texas Education Code and who meet the Targeted Grant requirements. The Grantee will not be able to receive the additional funds until the initial amount allocated is earned at the rate of $86 per eligible student attendance day. Payments to the Grantee by the Department shall be limited to no more than 180 days of operation during each regular school year for the current contract period.
