Service and Compensation Sample Clauses

Service and Compensation. (i) Notwithstanding that the Manager shall be an employee of a Member (or its Affiliate), the Manager shall discharge the duties set forth above. The Manager may engage other employees of the Member (or its Affiliate) of which the Manager is an employee, and third party contractors, to assist the Manager in discharging the duties described above, subject to the provisions below. Subject to the provisions next below, the Company shall pay to the Member (or its Affiliate, as applicable) that is the employer of the Manager (and such other employees of such Member or Affiliate of such Member who are assisting the Manager), for the man-hours expended by the Manager and such other employees (rounded to the nearest quarter of man-hour) at rates agreed upon by the Management Committee. (ii) The Manager shall provide to the Management Committee an annual budget with respect to services performed by Manager, employees and third party consultants, as described above, and for other costs associated therewith. Any payment for services or third party expenses which causes the annual budgeted amount for such category to be exceeded by 10% shall require approval of the Management Committee. The annual budget for services to be performed by the Manager shall be reviewed quarterly by the Manager and the Management Committee, and shall be revised as appropriate. In addition, The Manager shall communicate promptly to the Management Committee any significant variances from estimates set forth in the Budget with respect to the services of Manager, employees and outside consultants. (iii) The Manager may be replaced at any time by unanimous decision of the Management Committee (excluding the Manager, if the Manager is also a Representative or an Alternate Representative).
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Service and Compensation. Notwithstanding that the Manager shall be an employee of the Member (or its Wholly-Owner Affiliate), the Manager shall discharge the duties set forth above. The Manager may engage other employees of the Member (or its Wholly-Owned Affiliate) of which the Manager is an employee, and/or third party contractors, to assist the Manager in discharging the duties described above. Subject to the provisions next below, the Company shall pay to the Member (or its Wholly-Owned Affiliate, as applicable), and such other employees of the Member (or its Wholly-Owned Affiliate) who are assisting the Manager, for the man-hours expended by the Manager and such other employees (rounded to the nearest quarter of a man-hour) at the rates set forth in Exhibit B attached hereto (which rates each shall escalate on the first day of each calendar year during the term hereof by an amount which is 3% of the rate applicable during the prior calendar year). The Manager shall provide to the Executive Committee, as part of the Budget, an annual budget with respect to services performed by the Manager, employees and third party contractors, as described above, and for other costs associated therewith. Any payment for services or third party contractor expenses which causes the annual budgeted amount for a budgeted category to be exceeded by 10% shall require approval of the Executive Committee. The annual budget for services to be performed by the Manager shall be reviewed quarterly by the Manager and the Executive Committee, and shall be revised as appropriate. In addition, the Manager shall communicate promptly to the Executive Committee any significant variances from estimates set forth in the Budget with respect to the services of the Manager, employees and third party contractors.
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Service and Compensation. Contractor agrees to provide, on demand by TDIS, motor carrier services to meet TDIS's distinct service needs, as described in Addendum 1, under the conditions, terms and for the compensation shown in that Addendum, which may be amended from time to time in writing by mutual agreement between the Parties. Nothing contained herein shall require contractor to supply transportation equipment and drivers at any location(s) unless contractor has adequate notice to purchase and or lease transportation equipment and hire such additional drivers as TDIS's service needs require.
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Service and Compensation. The Subcontractor shall provide the services to the Contractor in accordance with the terms of this Agreement and Client’s requirements for temporary workers as communicated to Subcontractor from time to time by the Contractor. Subcontractor agrees that such services shall be provided in strict accordance with the Annotated Client Contract attached hereto as Attachment B (representing the Subcontractor’s obligations to Contractor and/or Client pursuant to the Client Contract). Communication of the Client’s requirements for temporary workers shall typically be made through the XRMSM System by Acro’s State of Michigan VMS Program Account Representative. The Subcontractor shall be compensated in accordance with the fee basis specified in this Agreement and in the Rate Schedule, attached hereto as Appendix E (Cost Table) of the Annotated Client Contract, which represents the approved Not-to-Exceed (NTE) hourly billing rates payable to the Subcontractors. However, the actual billing rates payable to the Subcontractor will be the billing rates proposed by the Subcontractor for a specific Assigned Employee and approved by Client as recorded in the XRMSM System. Contractor agrees to pay Subcontractor, as specified herein, for all straight time, overtime and holiday hours worked by Subcontractor’s temporary employees (Assigned Employees) on behalf of and approved by State of Michigan. Contractor agrees to pay Subcontractor the billing rate, as mentioned above, for all of the approved hours worked by a given Assigned Employee as recorded in the XRMSM System. Contractor will not pay the Subcontractor any premium for overtime, holiday or double time work as well as other benefits, unless specifically authorized by Client in writing. Contractor will establish, staff, operate and manage a VMS Office to provide consolidated administrative services that are required by the Client Contract. Based on the diverse ways the Client business units handle procurement processes, for a given business unit these services may include receipt/distribution of requests for temporary workers, receipt/screening/distribution of Subcontractor candidate submittals to Client users, facilitation of candidate evaluation and interviews by Client users, facilitation of candidate on-boarding processes, time and expense administration, invoicing, communications, payment distribution, and perform other related duties pursuant to the Client Contract. Contractor will apply Acro’s web-based vendor mana...
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Service and Compensation. Credit for the length of service and for benefits status granted prior to going on leave is retained by the employee upon return. The employee is eligible to receive any increases which would have accrued if the employee had been on the job.
Sample 1
Service and Compensation. (a) Xx. Xxxxx shall continue to serve in his present capacity as Chairman of the Board from January 1, 2012 until the expiration of his current term in 2012 (the “Current Service Period”), after which he may stand for reelection. During the Current Service Period, the Company shall continue to compensate Xx. Xxxxx for his service at his current rate of $200,000 per year. Xx. Xxxxx will receive this compensation through the Company’s regular, bi-weekly payroll process. During this period, Xx. Xxxxx shall not be entitled to any additional compensation, including, without limitation, bonuses, equity awards, meeting fees, retainers or other compensation, for his service on the Board or in any other capacity. (b) Provided that Xx. Xxxxx is reelected by the Company’s stockholders in the 2012 election of directors, then for periods of Board service after the Current Service Period, the Company shall pay Xx. Xxxxx such compensation and equity awards as are consistent with the Company’s then current Board Compensation Policy, provided that any annual and/or quarterly retainers shall be paid through the Company’s regular, bi-weekly payroll process. (c) While serving on the Board, Xx. Xxxxx shall be entitled to participate in all group health and insurance programs available generally to senior executives of the company (including in the case of health programs, continued coverage for Xx. Xxxxx’x spouse and eligible dependents). In the event that Xx. Xxxxx’x participation in any such plan or program is prohibited by operation of law or by the terms of such plan or program, the Company shall arrange to provide Xx. Xxxxx with benefits substantially similar to those which Xx. Xxxxx would have been entitled to receive had he been eligible to participate in such plans and programs. In any event, the level of benefits provided to Xx. Xxxxx under such plans while serving on the Board shall be equal to the level of benefits provided for active executives of the Company. (d) In addition, the Company will reimburse Xx. Xxxxx for all reasonable and necessary traveling expenses and other disbursements incurred by Xx. Xxxxx in connection with his service on the Board, upon presentation by Xx. Xxxxx to the Company of appropriate vouchers or documentation. (e) While serving on the Board, Xx. Xxxxx shall be treated as an employee for purposes of the Company’s stock incentive plans and any prior employment agreements which Xx. Xxxxx had with the Company, i.e., he shall retain the rig...
Sample 1
Service and Compensation. The Executive shall continue to serve as interim Chief Executive Officer of the Company until December 31, 2002, or if earlier, until the Company employs a permanent Chief Executive Officer. The Executive shall also continue to serve as a member of the board of directors of the Company. The Company acknowledges that the Executive will be employed simultaneously as Chief Executive Officer of Optimark Holdings, Inc. and its subsidiary, Optimark, Inc., and will serve on the boards of such companies. The Company hereby consents to such employment and to the Executive's service on the boards of directors of other companies. During the period he is serving as interim Chief Executive Officer of the Company, the Executive will receive salary and bonus payments from Optimark, Inc. and the Company shall reimburse Optimark, Inc. for a portion of such payments as agreed between the Company and Optimark, Inc. The Executive shall be compensated for his duties as a member of the board of directors of the Company (after he ceases to serve as Chief Executive Officer) at the same rate as the other independent directors serving on such board of directors. Any Company options previously granted to the Executive pursuant to Section 2 shall be taken into account in determining the Executive's compensation as a member of the Company's board of directors.
Sample 1
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Service and Compensation. Contractor agrees to provide, on demand by TRIPLE CROWN, motor carrier services to meet TRIPLE CROWN's distinct service needs. Nothing contained herein shall require Contractor to supply transportation equipment and drivers at any location(s) unless Contractor has adequate notice to purchase and or lease transportation equipment and hire such additional drivers as TRIPLE CROWN's service needs require. In any case, it is understood by the parties that the Contractor shall not be entitled to retain the natural or legal possession of the TC Equipment under the excuse of debts for the transport service. In this regard the Contractor hereby waives any provision of law applicable to the contrary to the provisions of this Agreement, especially the one provided in article 591 section VII of the Mexican Commerce Code.
Sample 1

Related to Service and Compensation

  • Services and Compensation Consultant shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Fees and Compensation Managers and Officers may receive such compensation and fees, if any, for their services, and such reimbursement for expenses, as may be determined by resolution of the Board.

  • Employment and Compensation The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

  • WAGES AND COMPENSATION Section 1:

  • 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:

  • Employees and Compensation (A) Shown on Schedule 6.15(A) is a list of the name of each employee, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates in connection with the Business and in effect as of the date hereof including, without limitation, all pension (including all such employee pension benefit plans as defined in Section 3(2) of ERISA), profit-sharing, savings and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans and employee welfare plans as defined in Section 3(1) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”). (C) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets pursuant to ERISA Section 4068. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, or (ii) death benefits under any pension plan. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).

  • 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.

  • Expenses and Compensation Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee, which fee shall be payable monthly in arrears at the annual rate of 0.45% of the average daily net assets of the Account.

  • Your Compensation (a) Your concession, if any, on your sales of Portfolio shares will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to you. Upon written notice to you, we or any Portfolio may change or discontinue any schedule of concessions, or issue a new schedule. (b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (a "Plan"), we may make distribution payments or service payments to you under the Plan. If a Portfolio does not have a currently effective Plan, we or Fidelity Management & Research Company may make distribution payments or service payments to you from our own funds. Any distribution payments or service payments will be made in the amount and manner set forth in the Prospectus or in the applicable schedule of distribution payments or service payments issued by us and then in effect. Upon written notice to you, we or any Portfolio may change or discontinue any schedule of distribution payments or service payments, or issue a new schedule. A schedule of distribution payments or service payments will be in effect with respect to a Portfolio that has a Plan only so long as that Portfolio's Plan remains in effect. (c) Concessions, distribution payments, and service payments apply only with respect to (i) shares of the "Fidelity Funds" (as designated on Schedule A attached to this Agreement) purchased or maintained for the account of Bank Clients, and (ii) shares of the "Fidelity Advisor Funds" (as designated on Schedule B attached to this Agreement). Anything to the contrary notwithstanding, neither we nor any Portfolio will provide to you, nor may you retain, concessions on your sales of shares of, or distribution payments or service payments with respect to assets of, the Fidelity Funds attributable to you or any of your clients, other than Bank Clients. When you place an order in shares of the Fidelity Funds with us, you will identify the Bank on behalf of whose Clients you are placing the order; and you will identify as a non-Bank Client Order, any order in shares of the Fidelity Funds placed for the account of a non-Bank Client. (d) After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Portfolio by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (e) If any Portfolio shares sold to you by us under the terms of this Agreement are redeemed by the issuing Portfolio or tendered for redemption by the customer within seven (7) business days after the date of our confirmation of your original purchase order for such shares, you agree (i) to refund promptly to us the full amount of any concession, distribution payment, or service payment allowed or paid to you on such shares, and (ii) if not yet allowed or paid to you, to forfeit the right to receive any concession, distribution payment, or service payment allowable or payable to you on such shares. We will notify you of any such redemption within ten (10) days after the date of the redemption.

  • Complaints and Compensation If you have a complaint of any kind, please be sure to let us know. We will do our utmost to resolve the issue. You can put your complaint in writing to us at:

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