Basic Compensation (a) SALARY. Executive will be paid an annual base salary of $115,000.00, subject to adjustment as provided below (the "Salary"), which will be payable in equal periodic installments according to Employer's customary payroll practices, but no less frequently than monthly. The Salary will be reviewed by the Board of Directors not less frequently than annually, and shall be increased on each anniversary of the Effective Date during the term hereof by an amount equal to not less than ten percent (10%) of the prior year's base salary.
Extra Compensation The Board shall pay no fees, other than described above, to the PA/E unless authorized by the Board as follows:
A. If the scope of the Project or site is changed, the Board and the PA/E shall negotiate a reasonable fee based upon the probable estimated construction cost in changing the scope of the work and the approximate percentage of the estimated construction cost which was used to negotiate this Agreement if, and, as such may be applicable.
B. If the DOE or Board requires the PA/E to make major or costly changes to the Schematic, Preliminary or Construction Document Phase submittals, which changes are not caused by architectural or engineering error or oversight, the PA/E shall be paid to redesign for additional expenses in an amount agreed to by the parties. Under no circumstances will the principals of the PA/E and the principals of his consultants be paid a fee in excess of $125.00 per hour.
Base Compensation The Bank agrees to pay the Employee during the ----------------- term of this Agreement a salary at the rate of $76,000 per annum, payable in cash not less frequently than monthly; provided, that the rate of such salary shall be reviewed by the Board of Directors of the Bank not less often than annually, and Employee shall be entitled to receive annually an increase at such percentage or in such an amount as the Board of Directors in its sole discretion may decide.
Additional Compensation Notwithstanding anything in this Memorandum of Understanding to the contrary when in the judgment of the Board, it becomes necessary or desirable to utilize the services of County employees in capacities other than those for which they are regularly employed, the Board may authorize and, if appropriate, fix an additional rate of compensation for such employees.
Intercarrier Compensation 5.5.1 Intercarrier compensation for seven (7) or ten (10) digit dialed calls originated by ITC^DeltaCom utilizing Local Switching shall apply as follows:
5.5.2 For calls terminating to a BellSouth End User or to an End User served by BellSouth resold services, BellSouth shall charge ITC^DeltaCom for End Office Switching as set forth in Exhibit A at the terminating end office.
5.5.3 For calls terminating to a CLEC where such CLEC is utilizing a BellSouth switch port or port/loop combination to provide service to its End User, BellSouth shall charge ITC^DeltaCom for End Office Switching as set forth in Exhibit A at the terminating end office. BellSouth will not charge the terminating CLEC for End Office Switching as set forth in Exhibit A at the terminating end office.
5.5.3.1 For calls terminating to third party carriers, such as CLECs, wireless carriers and independent companies, utilizing their own switches to serve their End Users, ITC^DeltaCom is required to enter into interconnection or traffic exchange agreements with such third parties for the exchange of traffic through BellSouth’s network. If ITC^DeltaCom does not have such an agreement with a third party carrier and BellSouth is charged termination charges by a third party terminating a call originated by ITC^DeltaCom, or if such third party carrier bills BellSouth for terminating such calls, despite the existence of such an agreement, then BellSouth may, at its option:
5.5.3.1.1 pay such charges as billed by the third party carrier and charge End Office Switching as set forth in Exhibit A to ITC^DeltaCom for each such call; or
5.5.3.1.2 pay such charges as billed by the third party carrier and ITC^DeltaCom will reimburse the full amount of such charges within thirty (30) days of BellSouth’s request for reimbursement.
5.5.3.2 Intercarrier compensation for seven (7) or ten (10) digit dialed calls terminating to ITC^DeltaCom utilizing Local Switching shall apply as follows:
5.5.3.2.1 For calls originated by a BellSouth End User or by an End User served by resold BellSouth services, BellSouth shall not charge ITC^DeltaCom for End Office Switching at the terminating end office for use of the network component; therefore, ITC^DeltaCom shall not charge BellSouth intercarrier compensation or any other charges for termination of such calls.
5.5.3.2.2 For calls originated by a CLEC where such CLEC is utilizing a BellSouth switch port or port/loop combination to provide service to its End User, BellSouth shall not charge ITC^DeltaCom for End Office Switching at the terminating end office for use of the network component; therefore, ITC^DeltaCom shall not charge the originating CLEC or BellSouth intercarrier compensation or any other charges for termination of such calls.
5.5.3.2.3 For calls originated by third party carriers, such as CLECs, wireless carriers and independent companies,utilizing their own switches to serve their End Users, ITC^DeltaCom is required to enter into interconnection or traffic exchange agreements with such third parties for the exchange of traffic through BellSouth’s network. ITC^DeltaCom may xxxx the third parties according to such agreements and shall not xxxx BellSouth for the exchange of traffic through BellSouth’s network.
5.5.3.3 Intercarrier compensation shall apply as follows for intralata 1+ dialed calls originated by ITC^DeltaCom utilizing Local Switching where ITC^DeltaCom uses BellSouth’s CIC for its End User’s LPIC:
5.5.3.3.1 For calls terminating to a BellSouth End User or to an End User served by BellSouth resold services, BellSouth shall charge ITC^DeltaCom for End Office Switching as set forth in Exhibit A at the terminating end office.
5.5.3.3.2 For calls terminating to a CLEC where such CLEC is utilizing a BellSouth switch port or port/loop combination to provide service to its End User, BellSouth shall charge ITC^DeltaCom for End Office Switching as set forth in Exhibit A at the terminating end office. BellSouth will not charge the terminating CLEC for End Office Switching at the terminating end office. In the event that BellSouth is charged termination charges by the CLEC, BellSouth may pay such charges and ITC^DeltaCom will reimburse BellSouth the full amount of such charges within thirty (30) days following BellSouth’s request for reimbursement.
5.5.3.3.3 For calls terminating to third party carriers, such as CLECs, wireless carriers and independent companies, utilizing their own switches to serve their End Users, ITC^DeltaCom is required to enter into interconnection or traffic exchange agreements with such third parties for the exchange of traffic through BellSouth’s network. If ITC^DeltaCom does not have such an agreement with a third party carrier and BellSouth is charged termination charges by a third party terminating a call originated by ITC^DeltaCom, or if such third party carrier bills BellSouth for terminating such calls, despite the existence of such an agreement, then BellSouth may, at its option:
5.5.3.3.3.1 pay such charges as billed by the third party carrier and charge End Office Switching as set forth in Exhibit A to ITC^DeltaCom for each such call; or
5.5.3.3.3.2 pay such charges as billed by the third party carrier and ITC^DeltaCom will reimburse BellSouth the full amount of such charges within thirty (30) days following BellSouth’s request for reimbursement.
5.5.3.4 Intercarrier compensation shall apply as follows for intralata 1+ dialed calls terminating to ITC^DeltaCom utilizing Local Switching where the originating carrier uses BellSouth’s CIC for its End User’s LPIC:
5.5.3.4.1 For calls originated by a BellSouth End User or by an End User served by BellSouth resold service, BellSouth shall charge ITC^DeltaCom for End Office Switching as set forth in Exhibit A at the terminating end office for use of the End Office Switching network component in terminating such calls. ITC^DeltaCom may charge BellSouth for intercarrier compensation at the End Office Switching as set forth in Exhibit A for such calls. ITC^DeltaCom shall not charge originating or terminating switched access rates to BellSouth for termination of such calls.
5.5.3.5 For calls originated by or terminating to interexchange carriers through a switched access arrangement, ITC^DeltaCom may xxxx the interexchange carrier in accordance with ITC^DeltaCom’s tariff and will not xxxx BellSouth any charges for such call. ITC^DeltaCom shall pay BellSouth applicable charges for the use of BellSouth’s network in accordance with the rates set forth in Exhibit A for originating and terminating such calls.
Special Compensation The Company shall pay to the Executive a lump sum equal to three times the sum of (a) the highest per annum base rate of salary in effect with respect to the Executive during the three-year period immediately prior to the termination of employment plus (b) the Highest Bonus Amount. Such lump sum shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e) below apply. The amount of the aggregate lump sum provided by this Section 3(c), whether paid immediately or deferred, shall not be counted as compensation for purposes of any other benefit plan or program applicable to the Executive.
Bonus Compensation During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.
Fixed Compensation Each of the Co-Managers will receive certain additional fixed compensation pursuant to separate agreements with Masterworks, which is not tied specifically to this Offering or to any other specific offering, but a portion of which is deemed to be underwriting compensation for this Offering. Such additional fixed compensation relates to (i) a monthly retainer for administrative support services and (ii) fixed compensation payments to representatives of Arete. $8,224 is a reasonable estimate of costs and expenses referenced in clauses (i) and (ii) above that are appropriately allocated to this Offering.
Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:
Overtime Compensation 1. Except as provided in this section, Grantee will be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee’s normal rate of pay for hours worked in excess of normal working hours.
2. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions:
i. With the prior written approval of System Agency;
ii. Temporarily, in the case of an emergency or an occasional operational bottleneck;
iii. When employees are performing indirect functions, such as administration, maintenance, or accounting;
iv. In performance of tests, laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or
v. When lower overall cost to System Agency will result.
