Compensation and Other Payments. (a) Subject to Section 1.10, and except as provided on Exhibit A or Exhibit B hereto, for any Services provided through March 31, 2008, the Service Recipient agrees to pay the Service Provider to such Services Agreement (or, if the Service Provider so directs, to a Subsidiary of the Service Provider) in accordance with Section 1.12, an amount equal to the sum of the following items:
(i) an amount in cash equal to such Service Recipient’s proportionate share (based on actual usage/consumption) of the aggregate cost incurred by the Service Provider in providing such Service, except as otherwise provided in the relevant Exhibit; and
(ii) if applicable, the charge for any Additional Services provided by the Service Provider pursuant to Section 1.2.
(b) The Service Provider shall use commercially reasonable efforts to provide the Service Recipient with thirty (30) days’ advance notice (or, if such thirty (30) days’ advance notice is not practicable under the circumstances, as soon as reasonably practicable) of all increases in costs for any Services; provided, that Service Provider’s failure to provide any such notice shall not relieve the Service Recipient of its responsibility for such costs.
(c) Notwithstanding Section 1.8(c), if the Service Provider reasonably believes that it cannot provide the Services to the Service Recipient without making an expenditure that is subject to Section 1.8(c), then the Service Provider supplying the Service shall so notify the Service Recipient in writing. Such notification shall include a specific description of the known material benefits and consequences of both consenting to or rejecting such expenditure, including the extent to which Services could not be provided to such Service Recipient without such expenditure. If more than one Service Recipient receives Services that will benefit from such expenditure, then the Service Provider shall include in such notice: (i) the portion of such expenditure that such Service Recipient would be obligated to pay and (ii) to the extent such Services are reasonably providable to the Service Recipient without such expenditure, a good faith estimate of the incremental costs of providing such Services to such Service Recipient without such expenditure. Within thirty (30) days after the Service Recipient receives such written notification from Service Provider, the Service Recipient shall either consent to (which consent shall not be unreasonably withheld or delayed) or reject the propos...
Compensation and Other Payments. Xxxxxx Express agrees to pay Cendant Operations, in accordance with Section 1.9, an amount equal to the sum of the following items (collectively, the “Xxxxxx Express Payables“):
(a) An amount in cash equal the amounts set forth in Exhibit A;
(b) If applicable, the Actual Cost of any Additional Services provided by Cendant Operations pursuant to Section 1.2; and
(c) If applicable, incremental increases in the Actual Cost of Services for increased levels of Services provided by Cendant Operations pursuant to Section 1.6(a).
Compensation and Other Payments a. ANNUAL SALARY. Annual salary shall be set at $120,000.00 per annum payable in regular installments but in no event less often than monthly.
Compensation and Other Payments. (a) Each Service Recipient under a Services Agreement agrees to pay the Service Provider under such Services Agreement (or, if the Service Provider so directs, to an Affiliate of the Service Provider) in accordance with Section 1.8, an amount equal to the amounts set forth in the relevant Services Agreement (the “Service Recipient Payables”).
(b) Each Service Recipient shall reimburse the Service Provider for reasonable out-of-pocket costs and expenses incurred by the Service Provider or any of its Affiliates in connection with providing the applicable Services (including reasonable travel-related expenses) to the extent that such costs and expenses are not already included in the Service Recipient Payables for such Services; provided, however, that any such cost or expense not consistent with historical practice between the Parties for any Service (including business travel and related expenses) shall require advance approval of the Service Recipient. To the extent not included in the Service Recipient Payables relating to any Services, the reasonable out-of-pocket costs and expenses incurred by Service Provider will be billed in the month after they are incurred.
Compensation and Other Payments. 1 4.1 SALARY ................................................................................ 1 4.2 MAKE WHOLE PAYMENT .................................................................... 2 4.3
Compensation and Other Payments. (a) Service Recipient shall pay twenty-five million dollars ($25,000,000) to Service Provider for the Services set forth herein and on Exhibit A in equal quarterly installments for the duration of the Initial Term (the “Base Fees”).
(b) Service Recipient shall also pay up to an additional maximum aggregate amount of ten million dollars ($10,000,000) (the “Lease Management Fees”) to Service Provider in connection with certain of the Services relating to the individual properties identified on Schedule A (the “Lease Management Services”). All or the applicable portion of the Lease Management Fees shall be payable as follows:
(1) The Lease Management Fee allocable to a particular space at a property identified on Schedule A shall become payable upon the execution of a lease for such space that has (A) starting rents of at least ninety percent (90%) of the starting rents identified for such space on Schedule A with market annual rent increases, (B) tenant improvement costs not in excess of one-hundred and fifteen percent (115%) of the specified tenant improvement amount for such space identified on Schedule A, (C) total commissions payable to all brokers for a given lease not to exceed the percentage identified for such space identified on Schedule A, (D) a lease term of at least the number of years identified for such space identified on Schedule A, and (E) a tenant with a credit profile and use requirement that is reasonably appropriate for the applicable space in question (collectively, the “Target Leasing Guidelines”); provided, that, notwithstanding whether a specific lease satisfies the Target Leasing Guidelines, Lease Management Fees shall be payable upon the completion of each of the following with respect to an individual property set forth on Schedule A: (A) the execution by a tenant of a lease for a particular space at the applicable property identified on Schedule A that has been approved in advance by Service Recipient and (B) the delivery of such executed lease by the applicable tenant to Service Recipient prior to the expiration of Term; provided, further, that, (A) Service Provider shall present any and all written offers for a potential lease to Service Recipient for review regardless of whether such terms are within the Target Leasing Guidelines and (B) Service Recipient shall have the sole and absolute discretion over whether to accept or reject a proposed lease transaction; or
(2) The aggregate unpaid amount of the Lease Management Fee shal...
Compensation and Other Payments. The agreement will specify any sums being paid to the employee. Normally this will include pay and other benefits up to the termination date which will be subject to tax and national insurance in the normal way. In addition, the employee would usually expect to receive holiday pay (less tax and national insurance) for untaken holidays which have accrued during the period from the start of the holiday year up to the termination date. There may also be a payment for holidays which would have accrued during any period of notice to which the employee is entitled but has not served. In addition, the agreement may provide for a compensation payment to be made to the employee or for pay in lieu of notice. What these payments are and the tax treatment of them will depend on the particular circumstances. Broadly, if the employee receives pay in lieu of notice under a term of his contract, the payment will be subject to tax and national insurance. If the contract does not provide for a payment in lieu of notice, or if the payment is not related to the notice period, then it may be possible for the employer to pay the compensation (or the first £30,000 of it if it is a greater sum) without deduction of tax and national insurance.
Compensation and Other Payments. You will continue to be paid at the rate of your current base salary until the Commencement Date. After, the Commencement Date, you will serve as Chairman of the Board, a Director, and an employee until the respective effective dates set forth above. In these capacities, you will work with the new CEO, the Board, employees, customers, and appropriate industry leaders and groups to facilitate an effective transition of the leadership of the Company to the new CEO. In compensation for these duties and in consideration for your signing this agreement, Valspar will: • Pay you a lump sum payment of $200,000, payable no later than December 31, 2005; • Immediately following the Commencement Date through July 31, 2005, pay you a base salary at a rate of one-half your current base salary (at an annualized rate of $500,000), in equal installments at regular payroll intervals; • On or before July 31, 2005, advance you a lump sum severance payment (the “Severance Payment”) equal to one-half your current base salary for the period from August 1, 2005 through October 28, 2005; provided, however, that such Severance Payment is paid in anticipation of, and expressly conditioned upon, your subsequent signing (within the required time period) and not revoking the attached Updated Release of Claims; and • Fifty percent of the cash bonus the Company would otherwise pay you under the Company’s Incentive Bonus Plan for the Company’s 2005 fiscal year (depending on corporate performance measures, based on net income, net sales and modified cash flow), paid in a lump sum no later than December 31, 2005. The payments described above shall be subject to appropriate deductions and withholding. You shall not be entitled to other payments or benefits beyond those described in this Agreement, except for (1) those vested benefits payable pursuant to The Valspar Corporation Supplemental Executive Retirement Plan for Xxxxxxx Xxxxxxx (Restated January 1, 2005) (the “SERP”), and (2) those vested benefits payable pursuant to The Valspar Corporation Deferred Compensation Plan for Xxxxxxx X. Xxxxxxx (Restated January 1, 2005) (the “Deferred Compensation Plan”), provided, however, that you shall not earn or be eligible to receive any credit or contribution from Valspar to the Deferred Compensation Plan (other than interest adjustments pursuant to Section 5.2) for Plan Year 2005 or Fiscal Year 2005 or any parts thereof, or any subsequent Plan Year or Fiscal Year.
Compensation and Other Payments. Provided you sign this Agreement and the Updated Release of Claims in the applicable time periods, return them to Valspar, and act in accordance with the terms outlined in this agreement, you will receive ongoing separation payments continuing at a rate equal to your base salary prior to the Effective Date, through December 31, 2010. You agree to remain available to the Company as reasonably requested by the Chairman & Chief Executive Officer, on an as-needed basis to assist with business such as mergers and acquisitions, strategy and business development, and disposition of the current corporate headquarters facility through December 31, 2010. Under this Agreement, your accountability will be to the Chairman & Chief Executive Officer. In addition to the payments above the following apply: • Stock Options You will not be eligible for any new stock option grants, however, at the Effective Date, you will be 100% vested in all stock options previously granted to you. Shares granted before October 2007 include a provision that extends the exercise period for up to three additional years, not to exceed the original expiration date. Stock options granted to Officers in October 2007 and after include provisions allowing them to be exercised for the balance of the original expiration term.
Compensation and Other Payments. In respect of Executive’s service to Parent and the Company pursuant to the terms of the 2006 Employment Agreement, as modified by this agreement, Company will pay to Executive the following amounts:
a. In recognition of Executive’s performance as Chief Operating Officer in preserving the Company’s and Parent’s assets during the difficult 2008 economic climate, the Board of Directors has granted, and the Company agrees to pay, to Executive a bonus of $150,000, to be paid on October 5, 2009.
b. The termination of the 2006 Employment Agreement shall not in any way negate or relieve the Company’s obligation to pay Executive the $825,000 change-of-control payment which was earned in 2008 under the terms of the 2006 Employment Agreement and will be paid to Executive on July 1, 2009.
c. The Company shall pay Executive a monthly severance payment of $25,000, payable in accordance with Company’s usual pay practices (and in any event no less frequently than monthly) from the Effective Date through March 31, 2010.
d. The Company shall pay Executive a lump-sum severance payment in the amount of $400,000 on March 31, 2010.
e. The Company shall pay Executive the amounts due him under the Company’s Capital Accumulation Plan in the amount of $280,000 on November 15, 2011.
