Common use of Director/Officer Costs Clause in Contracts

Director/Officer Costs. An employee of Westcorp ("Executive") devotes substantially all his time to other Companies and each Benefiting Company recognizes it should reimburse Westcorp for time spent by Executive on Benefiting Company's business. The allocation of Executive's compensation to each Benefiting Company is included in Exhibit "A". Certain employees of the Companies serve as directors and officers of other Companies in addition to their regular job functions or devote a substantial amount of their time to other Companies' business. Their salaries and benefits are paid by their employer ("Employer"). Therefore, this Agreement provides for Benefiting Company to reimburse Employer on a monthly basis for that portion of the time spent by employees on Benefiting Company's business. This service will be provided by Employer to Benefiting Company on a flat fee basis for officers and directors and is intended to cover those instances where specific employees devote more than an incidental or indivisible segment of time to the affairs of Company in the capacity of an officer or director. In those instances where employees spend a substantial amount of time on a Company's business, the service is provided on a direct cost basis. The flat fee shall be an hourly rate, which is a blended rate calculated as the average compensation of all employees except Executive, regardless of their Employer, who serve as officers and directors of Companies. Because the directors and officers change from time to time, as will the calculation of the fee, the specific persons and current fee are shown on Exhibit "C", as amended from time to time, attached hereto and incorporated herein by reference. Each person shall estimate the number of hours per month which he/she devotes to a Company as an officer or director thereof and shall notify the controller of his/her Company annually or upon any material change in the estimate. Pursuant to Recital G, above, WFS shall reimburse other Companies for, or shall be directly responsible for, all Director/Officer costs incurred by a Company on behalf of WWI for the benefit of WFS.

Director/Officer Costs. An employee of Westcorp ("Executive") devotes substantially all his time to other Companies and each Benefiting Company recognizes it should reimburse Westcorp for time spent by Executive on Benefiting Company's business. The allocation of Executive's compensation to each Benefiting Company is included in Exhibit "A". Certain employees of the Companies serve as directors and officers of other Companies in addition to their regular job functions or devote a substantial amount of their time to other Companies' business. Their salaries and benefits are paid by their employer ("Employer"). Therefore, this Agreement provides for Benefiting Company to reimburse Employer on a monthly basis for that portion of the time spent by employees on Benefiting Company's business. This service will be provided by Employer to Benefiting Company on a flat fee basis for officers and directors and is intended to cover those instances where specific employees devote more than an incidental or indivisible segment of time to the affairs of Company in the capacity of an officer or director. In those instances where employees spend a substantial amount of time on a Company's business, the service is provided on a direct cost basis. The flat fee shall be an hourly rate, which is a blended rate calculated as the average compensation of all employees except Executive, regardless of their Employer, who serve as officers and directors of Companies. Because the directors and officers change from time to time, as will the calculation of the fee, the specific persons and current fee are shown on Exhibit "C", as amended from time to time, attached hereto and incorporated herein by reference. Each person shall estimate the number of hours per month which he/she devotes to a Company as an officer or director thereof and shall notify the controller of his/her Company annually or upon any material change in the estimate. Pursuant to Recital F, above, Westcorp shall reimburse other Companies for, or shall be directly responsible for, all Director/Officer costs incurred by a Company on behalf of WII for the benefit of Westcorp. Pursuant to Recital G, above, WFS shall reimburse other Companies for, or shall be directly responsible for, all Director/Officer costs incurred by a Company on behalf of WWI WFAL, WFAL2, and WFSII for the benefit of WFS.