Compensation; Taxes. (a) The Bank shall pay Contractor $394,000 per year, in twelve approximately equal monthly installments (each such monthly installment, the “Base Fee”), for the Services provided to the Bank under this Agreement. The Base Fee may be amended at any time in writing by mutual agreement of the parties.
(b) The Contractor also shall be eligible to receive, in the Bank’s discretion, each calendar year, an incentive fee (“Incentive Fee”), determined as a percentage of the Base Fee paid to the Contractor for the immediately preceding calendar year, in an amount up to the maximum annual incentive compensation award opportunity available to an executive vice president of the Bank under the Bank’s Executive Incentive Compensation Plan for such immediately preceding calendar year.
(c) Contractor shall send the Bank an invoice for its Base Fee and expenses provided hereunder for the immediately preceding calendar month by the 15th day of the following calendar month. Contractor’s failure to send the Bank an invoice by such date shall not relieve the Bank of its obligation to pay Contractor for its performance of the Services. The Bank shall pay the invoice by the end of the calendar month in which such invoice is received.
(d) Contractor understands and agrees that, as an independent contractor, it is solely responsible for all taxes and other costs and expenses attributable to the compensation payable to and the Services provided by it under this Agreement. Contractor understands and agrees that it is obligated to pay federal, state and local income tax, if any, due on any monies paid to it pursuant to this Agreement, and Contractor represents that it has taken and will take any and all actions required to comply with all applicable federal, state and local laws pertaining to the same.
Compensation; Taxes. In consideration for the agreements of Xxxxxx contained herein, PhoneTel agrees to pay Xxxxxx a total of $129,239.50, $27,500 of which shall be payable in cash upon the Closing (as defined in the Merger Agreement) and the other $101,739.50 of which shall be payable in the form of a note (the "Note"), the terms of which shall govern the payment of such amount. A copy of the Note is attached hereto as Exhibit 1. In addition, and in further consideration for the agreements of Xxxxxx contained herein, PhoneTel agrees to pay Xxxxxx 275,000 shares of PhoneTel Common Stock, payable six months from the date hereof. Xxxxxx hereby acknowledges that by virtue of this Agreement he is not and will not become an employee of PhoneTel. Xxxxxx further acknowledges his separate responsibility for all federal and state withholding taxes, Federal Insurance Contribution Act taxes and workers' compensation and unemployment compensation taxes, if applicable, and agrees to indemnify and hold the Company harmless from any claim or liability therefor.
Compensation; Taxes. There is no contract, agreement, plan or arrangement to which Company is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any service provider or former service provider to the Company or any Subsidiary, which as a result of the Mergers, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
Compensation; Taxes. As consideration for the performance of the Services, Customer will pay Cloudera the fees outlined in Exhibit A, and such amount will be due and payable in U.S. Dollars within 30 days of the Effective Date. The fees outlined in Exhibit A under this Agreement do not include any taxes or other amounts imposed by any governmental authority other than taxes on Cloudera’s net income. Customer will pay or reimburse Cloudera for all such amounts upon demand or provide certificates or other evidence of tax exemption.
Compensation; Taxes. (a) As full and complete consideration for the Services to be performed by the Consultant hereunder, the Company agrees to pay the Consultant the total fees (the "Fees") set forth on Schedule B attached hereto, as the same may be amended from time to time during the Term hereof ("Schedule B"), inclusive of any and all amounts representing taxes due or becoming due and payable thereon by the Consultant, which taxes shall be the Consultant's complete responsibility. Payment of the fees specified in Schedule B is subject to completion of the Services to the satisfaction of the Company.
(b) The Fees expressly set forth on Schedule B include all sums due and owing of every kind and description including, but not limited to, reimbursable expenses for telephone calls, mileage and services such as copying costs and mailing expenses. Unless these costs are specifically agreed to in the future as separate reimbursable expense items in writing, the Company will not pay the Consultant therefor.
(c) Any such expense which is not expressly set forth on Schedule B must be approved in writing by an authorized representative of the Company. All authorized expenses shall be corroborated by appropriate, itemized receipts with supportive documentation and shall be submitted in accordance with the Company's instructions therefor. Any tickets purchased for air or ground transportation are to be for "coach" fares.
Compensation; Taxes. 4.1 The Company agrees to pay the Consultant for his services to the Company, and for his agreement not to compete, at the annual rate of Twenty Five Thousand ($25,000) Dollars, payable in equal monthly installments.
4.2 The Consultant is an independent contractor and shall be responsible for all taxes, impositions and assessments due to any Federal, state or local taxing authority with respect to the compensation payable hereunder, and the Consultant shall indemnify and hold the Company harmless from and against any and all liabilities arising from the Consultant's failure to pay any such taxes, impositions or assessments.
Compensation; Taxes. (a) The Parties agree jointly and severally to pay the Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing, shall be as described in Schedule 3. Each of the Parties further agrees to the disclosures set forth in Schedule 3.
(b) The Parties shall be jointly and severally liable to pay to JPMorgan its fees (plus any value added tax thereon) charged for services rendered in connection with this Agreement and to reimburse JPMorgan on a full (after Tax) indemnity basis for all documented out-of-pocket costs, expenses, charges and fees (including any value added tax thereon) incurred in connection with, or arising out of, or in order to comply with, the terms of this Agreement or any applicable legal, tax, accounting or regulatory requirements, forthwith on receipt of a periodic invoice detailing the same.
(c) If any Party fails to make any payment due to the Escrow Agent hereunder on the due date for payment, interest on the unpaid amount shall accrue daily from the due date to the date of actual payment at a rate notified to the Parties by the Escrow Agent as soon as reasonably practicable after the due date.
(d) All interest or other income earned under this Agreement shall be allocated to MKHL. The Escrow Agent may, in certain cases be required to report such interest or other income and certain details relating to MKHL as recipient of such interest or other income to the relevant taxing authorities whether or not said income has been distributed during such year or been paid subject to withholding or deduction of withholding tax. The Parties will duly complete such Tax documentation or other procedural formalities requested by the Escrow Agent and necessary for the Escrow Agent to complete required tax reporting or for the relevant Party to receive said interest or other income without withholding or deduction of Tax in any jurisdiction or as may otherwise be required given the underlying transaction giving rise to this Agreement, and each Party warrants that all such documentation or information provided pursuant to this Section 7(d) is true and correct in all material respects. Should any information supplied in such Tax documentation change, the applicable Party shall promptly notify the Escrow Agent. The Escrow Agent is authorised to deduct or withhold any Taxes it determines appropriate, in its sole discretion, in the a...
Compensation; Taxes. In consideration for the agreements of Executive contained herein, Parent agrees to pay or cause the Company to pay Executive a total of $[ ], without interest, to be paid 50% upon consummation of the Merger and 50% six months thereafter; provided, however, that if Executive violates the terms of this Agreement, such second installment will be withheld. The second installment shall be placed in escrow by Parent for the benefit of Executive upon consummation of the Merger. Executive hereby acknowledges that by virtue of this Agreement he is not and will not become an employee of Parent. Executive further acknowledges his separate responsibility for all federal and state withholding taxes, Federal Insurance Contribution Act taxes and workers' compensation and unemployment compensation taxes, if applicable, and agrees to indemnify and hold Parent harmless from any claim or liability therefor.
Compensation; Taxes. 3.1 As full compensation for the provision of Services, the Requestor shall pay the Provider the Compensation indicated in the Addendum hereto, together with any applicable sales, use, value-added or related taxes (but excluding taxes based upon the Provider's net income or any payroll or withholding taxes which relate to the Provider's employees). Compensation and taxes shall be payable to the Provider within one month after the Requester's receipt of the Provider's itemized invoice detailing the Services performed.
Compensation; Taxes. (a) As the consideration of the Services and Deliverables to be provided under this Agreement, Client hereby agrees:
(i) to enter into and perform an Indemnification Agreement substantially in the form attached hereto as Annex C
(ii) to reimburse Consultant for his reasonable and necessary (A) travel and maintenance expenses incurred by Consultant when Consultant is away from his usual place of residence, it being understood that Consultant shall not undertake any travel hereunder without the prior approval of Client, and (B) miscellaneous out-of-pocket expenses (such as photocopying, telecommunications, postage, courier service, and the like) incurred by Consultant in connection with the performance of his services hereunder, in each case in accordance with prevailing policies of Client
(iii) to pay Consultant $10,000 per month until such time that a new agreement is entered into
(b) Consultant shall furnish to Client invoices with respect to requests for reimbursement pursuant to subsection (a)(ii) preceding, and all payments shall be made against such invoices and other documents. All invoices shall be presented in accordance with the specifications of Annex D. Client shall pay to Consultant the amounts reflected on such invoices as provided in subsection (a)(ii) above, no later than ten (10) days after Client’s receipt of such invoices. Client shall reimburse Consultant for individual out-of-pocket expenses of US$25.00 (or equivalent in local currency) or more only upon submission of receipts therefor.
(c) Consultant shall be solely liable for payment of any and all taxes, duties and levies applicable to the performance of Consultant’s Services under this Agreement and the compensation derived therefrom, including any income tax, and Client shall have no obligation with respect thereto, except to the extent that any withholding may be mandated by applicable laws and regulations. Client shall have no liability or obligation for any work-related insurance, medical and health benefits, pensions or welfare funds, accident or disability insurance, or employee benefits of a similar nature.
