Common use of Payment of Direct Compensation Clause in Contracts

Payment of Direct Compensation. In accordance with the Executive Employment Agreement, SplitCo agrees to (i) be responsible for the payment to Executive of SplitCo’s Executive Percentage of the Aggregate Target Bonus (as defined in the Executive Employment Agreement), subject to the achievement of one or more performance metrics in accordance with Section 4.3 of the Executive Employment Agreement (which, for the avoidance of doubt, shall include the portion of the Aggregate Target Bonus allocated to SplitCo for calendar year 2023, subject to the performance metrics established with respect to such portion before the Split-Off Effective Date), and (ii) beginning with the first annual grant made following the Split-Off, grant Executive an annual award with respect to shares of Series C common stock of SplitCo (“SplitCo Common Stock”) in accordance with Section 4.11 of the Executive Employment Agreement (the “Annual Equity Awards”). The compensation described in the immediately preceding sentence is referred to herein as the “Direct Compensation.” SplitCo will be solely responsible for all liabilities associated with the Direct Compensation, including with respect to satisfaction of the obligations with respect to the Annual Equity Awards on any termination of Executive’s services with the Provider or SplitCo. The Direct Compensation will be determined from time to time as set forth in Section 2.4(e) and in the manner set forth in Schedule 2.4 attached hereto, as such Schedule may be periodically amended and revised by the parties as set forth in this Section 2.4.