Management Parent Company Charges. The Board of Directors of PSH, with the consent of at least one (1) ISC representative to the PSH Board of Directors, shall approve the payment by PSH of management fees to Penske Corp., its Affiliates or to ISC. Except as specified above, Penske Corp. and its Affiliates shall not receive any management fees or other parent company charges (excluding payments on Penske Corp. or its Affiliates loans, group corporate insurance, and other expenses incurred on behalf of the PSH Affiliated Group by Penske Corp. or its Affiliates which are reasonable and verifiable) from any member of the PSH Affiliated Group except for management fees which ultimately pass through PSH.
Management Parent Company Charges. Subject to the provisions of this Agreement or the Shareholders Agreement and the reasonable discretion of the Board of Directors of the Corporation, after an evaluation of the respective business and management contributions of the Corporation's shareholders, until the Corporation is a Public Company, Kaiser can be paid an amount up to fifteen percent (15%) of the total management fees and other charges paid by the Corporation and/or its Affiliates as parent company charges (excluding payments on parent company loans) (i.e., for every $1.00 paid, Penske can receive $.85 and Kaiser can receive $.15). Xxxxxx'x percentage can be adjusted from time to time to reflect Xxxxxx'x ownership interest in the Corporation and its business and management contributions. Prior to payment, all management fees and other charges to be paid by the Corporation and/or its direct and indirect subsidiaries as parent company charges (other than payments on parent company loans) shall require the approval of at least one of Xxxxxx'x representatives on the board of directors of the Corporation or the subsidiary proposing to pay such a parent company charge. Kaiser shall not be paid any management fees or parent company charges paid by the Corporation if Xxxxxx then holds any Preferred Stock of the Corporation except as provided herein. However, commencing effective July 1, 1995 (with the first quarterly payment in arrears due on September 30, 1995), the Corporation will pay to Kaiser a special development management fee of $650,000 per year payable quarterly at the close of each quarter. This special development management fee shall cease effective as of the date Kaiser is required to become a common stockholder of the Corporation.
