Common use of Key Individuals Clause in Contracts

Key Individuals. During the Term, and during the Commitment Period for each Key Individual set forth on Schedule A (the “Commitment Period”), the applicable Crown Entity under whose name such Key Individual is listed on Schedule A shall make such Key Individual available to provide such support and assistance to Constar, Inc. as is consistent with the skills and experience of such Key Individual, for the applicable percentage of the Key Individual’s working hours per month that is indicated on, and modified in accordance with the terms set forth on, Schedule A (the “Commitment Percentage”). Constar, Inc. shall have the right to approve the activities of Key Carnaud Individuals and the Key Crown Individuals while providing Key Individual Services in a manner consistent with the skills and experience of such Key Individuals and shall define and approve the scope of Key Individual Services provided by Key Individuals pursuant to this Agreement. In consideration for such access to each Key Individual, Constar, Inc. agrees to pay the applicable Crown entity under whose name such Key Individual is listed on Schedule A (i) a fee for each Key Transferred Individual equal to (x) the actual cost to the Crown Entities of compensation and benefits to such Key Individual per month for each month during which access is provided to such Key Individual plus (y) an annual overhead charge of $16,120, plus phone, delivery and courier costs actually incurred by a Crown Entity, prorated and payable on a monthly basis and (ii) a fee per each Key Carnaud Individual and Key Crown Individual equal to the product of (x) $12,500 per month for each month during which access is provided to a Key Individual multiplied by (y) such Key Individual’s Commitment Percentage (collectively, “Key Individual Fees”). The Key Individuals shall, subject to the terms of this Agreement and the Benefits Allocation Agreement, at all times remain employees of the applicable Crown Entity, or one of its Affiliates, and shall remain subject to the applicable Crown Entity’s policies applicable to its employees. The Crown Entities’ obligation under this Agreement to make a given Key Individual available to Constar, Inc. and the Constar Entities’ obligation to pay Key Individual Fees shall continue for the duration of such Key Individual’s Commitment Period, except that in no event shall such obligations continue beyond the Key Individual’s employment with the applicable Crown Entity. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason during the Term other than by taking up employment with Constar, Inc., the applicable Crown Entity shall make commercially reasonable efforts to find a qualified replacement, whom the applicable Crown Entity may then, with Constar, Inc.’s prior written consent designate as a Key Individual for purposes of this Agreement, to be treated as if such individual were the replaced Key Individual under the terms of this Agreement; provided, that the applicable Crown Entity shall not be deemed to be in breach of this Agreement (a) if the applicable Crown Entity is unable to hire a qualified replacement for any reason or (b) as a result of any delay of whatever duration in the hiring of a qualified replacement. In the event that Constar, Inc. does not consent to a replacement being designated as a Key Individual, neither the applicable Crown Entity nor any of its Affiliates shall be obligated to provide, or otherwise arrange for the provision of, the Key Individual Services that were previously provided under this Agreement by the Key Individual whose employment with the applicable Crown Entity has terminated and the applicable Crown Entity shall not be deemed to be in breach of this Agreement. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason, the Commitment Period for such Key Individual shall end; provided, that if such Key Individual is replaced pursuant to this Section 2.1, the replacement Key Individual shall assume the balance of the replaced Key Individual’s Commitment Period.

Key Individuals. During the Term, and during the Commitment Period for each Key Individual set forth on Schedule A (the “Commitment Period”), the applicable Crown Entity under whose name such Key Individual is listed on Schedule A shall make such Key Individual available to provide such support and assistance to Constar, Inc. as is consistent with the skills and experience of such Key Individual, for the applicable percentage of the Key Individual’s working hours per month that is indicated on, and modified in accordance with the terms set forth on, Schedule A (the “Commitment Percentage”). Constar, Inc. shall have the right to approve the activities of Key Carnaud Individuals and the Key Crown Individuals while providing Key Individual Services in a manner consistent with the skills and experience of such Key Individuals and shall define and approve the scope of Key Individual Services provided by Key Individuals pursuant to this Agreement. In consideration for such access to each Key Individual, Constar, Inc. agrees to pay the applicable Crown entity under whose name such Key Individual is listed on Schedule A (i) a fee for each Key Transferred Individual equal to (x) the actual cost to the Crown Entities of compensation and benefits to such Key Individual per month for each month during which access is provided to such Key Individual plus (y) an annual overhead charge of $16,120, plus phone, delivery and courier costs actually incurred by a Crown Entity, prorated and payable on a monthly basis and (ii) a fee per each Key Carnaud Individual and Key Crown Individual equal to the product of (x) $12,500 per month for each month during which access is provided to a Key Individual multiplied by (y) such Key Individual’s Commitment Percentage (collectively, “Key Individual Fees”). The Key Individuals shall, subject to the terms of this Agreement and the Benefits Allocation Agreement, at all times remain employees of the applicable Crown Entity, or one of its Affiliates, and shall remain subject to the applicable Crown Entity’s policies applicable to its employees. The Crown Entities’ obligation under this Agreement to make a given Key Individual available to Constar, Inc. and the Constar Entities’ obligation to pay Key Individual Fees shall continue for the duration of such Key Individual’s Commitment Period, except that in no event shall such obligations continue beyond the Key Individual’s employment with the applicable Crown Entity. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason during the Term other than by taking up employment with Constar, Inc., the applicable Crown Entity shall make commercially reasonable efforts to find a qualified replacement, whom the applicable Crown Entity may then, with Constar, Inc.’s prior written consent designate as a Key Individual for purposes of this Agreement, to be treated as if such individual were the replaced Key Individual under the terms of this Agreement; provided, that the applicable Crown Entity shall not be deemed to be in breach of this Agreement (a) if the applicable Crown Entity is unable to hire a qualified replacement for any reason or (b) as a result of any delay of whatever duration in the hiring of a qualified replacement. In the event that Constar, Inc. does not consent to a replacement being designated as a Key Individual, neither the applicable Crown Entity nor any of its Affiliates shall be obligated to provide, or otherwise arrange for the provision of, the Key Individual Services that were previously provided under this Agreement by the Key Individual whose employment with the applicable Crown Entity has terminated and the applicable Crown Entity shall not be deemed to be in breach of this Agreement. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason, the Commitment Period for such Key Individual shall end; provided, that if such Key Individual is replaced pursuant to this Section 2.1, the replacement Key Individual shall assume the balance of the replaced Key Individual’s Commitment Period.result

Key Individuals. During the Term, and during the Commitment Period for each Key Individual set forth on Schedule A (the “Commitment Period”), the applicable Crown Entity under whose name such Key Individual is listed on Schedule A shall make such Key Individual available to provide such support and assistance to Constar, Inc. Constar as is consistent with the skills and experience of such Key Individual, for the applicable percentage of the Key Individual’s working hours per month that is indicated on, and modified in accordance with the terms set forth on, Schedule A (the “Commitment Percentage”). Constar, Inc. Constar shall have the right to approve the activities of Key Carnaud Individuals and the Key Crown Individuals while providing Key Individual Services in a manner consistent with the skills and experience of such Key Individuals and shall define and approve the scope of Key Individual Services provided by Key Individuals pursuant to this Agreement. In consideration for such access to each Key Individual, Constar, Inc. Constar agrees to pay the applicable Crown entity under whose name such Key Individual is listed on Schedule A (i) a fee for each Key Transferred Individual equal to (x) the actual cost to the Crown Entities of compensation and benefits to such Key Individual per month for each month during which access is provided to such Key Individual plus (y) an annual overhead charge of $16,120, plus phone, delivery and courier costs actually incurred by a Crown Entity, prorated and payable on a monthly basis and (ii) a fee per each Key Carnaud Individual and Key Crown Individual equal to the product of (x) $12,500 per month for each month during which access is provided to a Key Individual multiplied by (y) such Key Individual’s Commitment Percentage (collectively, “Key Individual Fees”)A[***]. The Key Individuals shall, subject to the terms of this Agreement and the Benefits Allocation Agreement, at all times remain employees of the applicable Crown Entity, or one of its Affiliates, and shall remain subject to the applicable Crown Entity’s policies applicable to its employees. The Crown Entities’ obligation under this Agreement to make a given Key Individual available to Constar, Inc. Constar and the Constar Entities’ obligation to pay Key Individual Fees shall continue for the duration of such Key Individual’s Commitment Period, except that in no event shall such obligations continue beyond the Key Individual’s employment with the applicable Crown Entity. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason during the Term other than by taking up employment with Constar, Inc., the applicable Crown Entity shall make commercially reasonable efforts to find a qualified replacement, whom the applicable Crown Entity may then, with Constar, Inc.’s prior written consent designate as a Key Individual for purposes of this Agreement, to be treated as if such individual were the replaced Key Individual under the terms of this Agreement; provided, that the applicable Crown Entity shall not be deemed to be in breach of this Agreement (a) if the applicable Crown Entity is unable to hire a qualified replacement for any reason or (b) as a result of any delay of whatever duration in the hiring of a qualified replacement. In the event that Constar, Inc. Constar does not consent to a replacement being designated as a Key Individual, neither the applicable Crown Entity nor any of its Affiliates shall be obligated to provide, or otherwise arrange for the provision of, the Key Individual Services that were previously provided under this Agreement by the Key Individual whose employment with the applicable Crown Entity has terminated and the applicable Crown Entity shall not be deemed to be in breach of this [***] Confidential treatment requested Agreement. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason, the Commitment Period for such Key Individual shall end; provided, that if such Key Individual is replaced pursuant to this Section 2.1, the replacement Key Individual shall assume the balance of the replaced Key Individual’s Commitment Period.

Key Individuals. During the Term, and during the Commitment Period for each Key Individual set forth on Schedule A (the “Commitment Period”), the applicable Crown Entity under whose name such Key Individual is listed on Schedule A shall make such Key Individual available to provide such support and assistance to Constar, Inc. as is consistent with the skills and experience of such Key Individual, for the applicable percentage of the Key Individual’s working hours per month that is indicated on, and modified in accordance with the terms set forth on, Schedule A (the “Commitment Percentage”). Constar, Inc. shall have the right to approve the activities of Key Carnaud Individuals and the Key Crown Individuals while providing Key Individual Services in a manner consistent with the skills and experience of such Key Individuals and shall define and approve the scope of Key Individual Services provided by Key Individuals pursuant to this Agreement. In consideration for such access to each Key Individual, Constar, Inc. agrees to pay the applicable Crown entity under whose name such Key Individual is listed on Schedule A (i) a fee for each Key Transferred Individual equal to (x) the actual cost to the Crown Entities of compensation and benefits to such Key Individual per month for each month during which access is provided to such Key Individual plus (y) an annual overhead charge of $16,120[***], plus phone, delivery and courier costs actually incurred by a Crown Entity, prorated and payable on a monthly basis and (ii) a fee per each Key Carnaud Individual and Key Crown Individual equal to the product of (x) $12,500 [***] per month for each month during which access is provided to a Key Individual multiplied by (y) such Key Individual’s Commitment Percentage (collectively, “Key Individual Fees”). The Key Individuals shall, subject to the terms of this Agreement and the Benefits Allocation Agreement, at all times remain employees of the applicable Crown Entity, or one of its Affiliates, and shall remain subject to the applicable Crown Entity’s policies applicable to its employees. The Crown Entities’ obligation under this Agreement to make a given Key Individual available to Constar, Inc. and the Constar Entities’ obligation to pay Key Individual Fees shall continue for the duration of such Key Individual’s Commitment Period, except that in no event shall such obligations continue beyond the Key Individual’s employment with the applicable Crown Entity. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason during the Term other than by taking up employment with Constar, Inc., the applicable Crown Entity shall make commercially reasonable efforts to find a qualified replacement, whom the applicable Crown Entity may then, with Constar, Inc.’s prior written consent designate as a Key Individual for purposes of this Agreement, to be treated as if such individual were the replaced Key Individual under the terms of this Agreement; provided, that the applicable Crown Entity shall not be deemed to be in breach of this Agreement (a) if the applicable Crown Entity is unable to hire a qualified replacement for any reason or (b) as a result [***] Confidential treatment requested of any delay of whatever duration in the hiring of a qualified replacement. In the event that Constar, Inc. does not consent to a replacement being designated as a Key Individual, neither the applicable Crown Entity nor any of its Affiliates shall be obligated to provide, or otherwise arrange for the provision of, the Key Individual Services that were previously provided under this Agreement by the Key Individual whose employment with the applicable Crown Entity has terminated and the applicable Crown Entity shall not be deemed to be in breach of this Agreement. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason, the Commitment Period for such Key Individual shall end; provided, that if such Key Individual is replaced pursuant to this Section 2.1, the replacement Key Individual shall assume the balance of the replaced Key Individual’s Commitment Period.