Common use of Determination of Amounts and Allocations Clause in Contracts

Determination of Amounts and Allocations. Unless otherwise agreed between the Provider and SplitCo, in consultation with Executive, the Executive Percentage will be determined consistent with the methodology described on Schedule 2.4. In addition, following any Significant Corporate Transaction (as defined below) or the extension, amendment, restatement or other modification of the Executive Employment Agreement, the Provider and SplitCo, in consultation with Executive, will negotiate in good faith any appropriate adjustments to the Executive Percentage, Executive Allocated Expenses and Direct Compensation and other related terms hereunder. In no event will any such adjustments apply retroactively (without the prior written consent of the Provider and SplitCo, in consultation with the Executive and, with respect to any retroactive adjustments to Direct Compensation previously paid or awarded to Executive, without the prior written consent of Executive). (i) In the event of (1) a termination by Executive or any other company to whom Executive is providing services at the direction of the Provider (each, an “Other Service Company”) of Executive’s services to such Other Service Company, (2) a Change in Control (as defined in the Executive Employment Agreement) of any Other Service Company, (3) a Fundamental Corporate Event (as defined in the Executive Employment Agreement) with respect to the Provider or any Other Service Company, or (4) any other material change in circumstances with respect to the Provider or any Other Service Company following the last agreed adjustment to the Executive Percentage, Executive Allocated Expenses or Direct Compensation that, in each case, results in a change in the allocable percentage of time spent by Executive providing Services to SplitCo, in the Executive Allocated Expenses or in the Direct Compensation (any such event in clause (1) through (4) inclusive, a “Significant Corporate Transaction”), the Provider and SplitCo shall promptly, and in good faith, renegotiate the Executive Percentage, Executive Allocated Expenses and Direct Compensation, in consultation with Executive, based on, among other things deemed relevant by the parties, the anticipated Services to be provided by Executive to SplitCo during any upcoming fiscal period and the amount of time that the Provider estimates Executive will spend providing Services to SplitCo during such time. (ii) In the event of a dispute between the Provider and SplitCo as to the determination of the amount of the Executive Percentage, Executive Allocated Expenses or Direct Compensation, each of the Provider and SplitCo agrees to attempt, in good faith and in consultation with Executive, to resolve the dispute as set forth in Section 7.16 of this Agreement. (iii) It is intended that the payments by SplitCo to the Provider under this Agreement in respect of Executive Allocated Expenses and any Executive Termination Payment, when combined with the payment of the Direct Compensation and any Prorated Executive Bonus Payment by SplitCo directly to Executive, are comparable to those which SplitCo would pay to a third party on an arm’s length basis for the same services.

Determination of Amounts and Allocations. Unless otherwise agreed between the Provider and SplitCo[____], in consultation with Executive, the Executive Percentage will be determined consistent with the methodology described on Schedule 2.42.5. In addition, following any Significant Corporate Transaction (as defined below) or the extension, amendment, restatement or other modification of the Executive Employment AgreementTransaction, the Provider and SplitCo[____], in consultation with Executive, will negotiate in good faith any appropriate adjustments to the Executive Percentage, Executive Allocated Expenses and Direct Compensation and other related terms hereunderCompensation. In no event will any such adjustments apply retroactively (without the prior written consent of the Provider and SplitCo, [____] in consultation with the Executive and, with respect to any retroactive adjustments to Direct Compensation previously paid or awarded to Executive, without the prior written consent of Executive). (i) The parties acknowledge and agree that the methodology described on Schedule 2.5 reflects a good faith estimate of the amount of time that the Provider estimates Executive will spend providing Services to [____] during the upcoming fiscal year and that the parties in making any good faith adjustments to the Executive Percentage may take into account such other factors as they deem relevant, including (for the avoidance of doubt) those described in clause (ii) below. (ii) In the event of (1) a termination by Executive or any other company to whom Executive is providing services service at the direction of the Provider (each, an “Other Service Company”) of Executive’s services to such Other Service Company, (2) a Change in Control (as such term is defined in the Executive Employment Agreement) of any Other Service Company, (3) a Fundamental Corporate Event (as defined in the Executive Employment Agreement) with respect to the Provider or any Other Service Company, or (4) any other material change in circumstances with respect to the Provider or any Other Service Company following the last agreed adjustment to the Executive Percentage, Executive Allocated Expenses or Direct Compensation that, in each case, results in a change in the allocable percentage of time spent by Executive providing Services to SplitCo[____], in the Executive Allocated Expenses or in the Direct Compensation (any such event in clause (1) through (4) inclusive, a “Significant Corporate Transaction”), the Provider and SplitCo [____] shall promptly, and in good faith, renegotiate the Executive Percentage, Executive Allocated Expenses and Direct Compensation, in consultation with Executive, based on, among other things deemed relevant by the parties, the anticipated Services to be provided by Executive to SplitCo [____] during any upcoming fiscal period and the amount of time that the Provider estimates Executive will spend providing Services to SplitCo [____] during such time. (iiiii) In the event of a dispute between the Provider and SplitCo [____] as to the determination of the amount of the Executive Percentage, Executive Allocated Expenses or Direct Compensation, each of the Provider and SplitCo [____] agrees to attempt, in good faith and in consultation with the Executive, to resolve the dispute as set forth in Section 7.16 of this Agreement. (iiiiv) It is intended that the payments by SplitCo [____] to the Provider under this Agreement in respect of Executive Allocated Expenses and any Executive Termination Payment, when combined with the payment of the Direct Compensation and any Prorated Executive Bonus Payment by SplitCo [____] directly to Executive, are comparable to those which SplitCo [____] would pay to a third party on an arm’s length basis for the same services.

Determination of Amounts and Allocations. Unless otherwise agreed between the Provider and SplitCo[____], in consultation with Executive, the Executive Percentage will be determined consistent with the methodology described on Schedule 2.42.5. In addition, following any Significant Corporate Transaction (as defined below) or the extension, amendment, restatement or other modification of the Executive Employment AgreementTransaction, the Provider and SplitCo[____], in consultation with Executive, will negotiate in good faith any appropriate adjustments to the Executive Percentage, Executive Allocated Expenses and Direct Compensation and other related terms hereunderCompensation. In no event will any such adjustments apply retroactively apply (without i) The parties acknowledge and agree that the prior written consent methodology described on Schedule 2.5 reflects a good faith estimate of the amount of time that the Provider estimates Executive will spend providing Services to [____] during the upcoming fiscal year and SplitCo, that the parties in consultation with making any good faith adjustments to the Executive andPercentage may take into account such other factors as they deem relevant, with respect to any retroactive adjustments to Direct Compensation previously paid or awarded to Executive, without including (for the prior written consent avoidance of Executive)doubt) those described in clause (ii) below. (iii) In the event of (1) a termination by Executive or any other company to whom Executive is providing services service at the direction of the Provider (each, an “Other Service Company”) of Executive’s services to such Other Service Company, (2) a Change in Control (as such term is defined in the Executive Employment Agreement) of any Other Service Company, (3) a Fundamental Corporate Event (as defined in the Executive Employment Agreement) with respect to the Provider or any Other Service Company, or (4) any other material change in circumstances with respect to the Provider or any Other Service Company following the last agreed adjustment to the Executive Percentage, Executive Allocated Expenses or Direct Compensation that, in each case, results in a change in the allocable percentage of time spent by Executive providing Services to SplitCo[____], in the Executive Allocated Expenses or in the Direct Compensation (any such event in clause (1) through (4) inclusive, a “Significant Corporate Transaction”), the Provider and SplitCo [____] shall promptly, and in good faith, renegotiate the Executive Percentage, Executive Allocated Expenses and Direct Compensation, in consultation with Executive, based on, among other things deemed relevant by the parties, the anticipated Services to be provided by Executive to SplitCo [____] during any upcoming fiscal period and the amount of time that the Provider estimates Executive will spend providing Services to SplitCo [____] during such time. (iiiii) In the event of a dispute between the Provider and SplitCo [____] as to the determination of the amount of the Executive Percentage, Executive Allocated Expenses or Direct Compensation, each of the Provider and SplitCo [____] agrees to attempt, in good faith and in consultation with the Executive, to resolve the dispute as set forth in Section 7.16 of this Agreement. (iiiiv) It is intended that the payments by SplitCo [____] to the Provider under this Agreement in respect of Executive Allocated Expenses and any Executive Termination Payment, when combined with the payment of the Direct Compensation and any Prorated Executive Bonus Payment by SplitCo [____] directly to Executive, are comparable to those which SplitCo [____] would pay to a third party on an arm’s length basis for the same services.