Common use of Service and Compensation Clause in Contracts

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).

Service and Compensation. (i) Notwithstanding that the Manager shall be an employee of a 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 and/or 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 Wholly-Owned Affiliate, as applicable) that is the employer of the Manager (and such other employees of such Member or Wholly-Owned Affiliate of such Member who are assisting the Manager), for the man-hours manhours expended by the Manager and such other employees (rounded to the nearest quarter of man-hourmanhour) at the rates agreed upon 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 Management Committee. (ii) rate applicable during the prior calendar year). The Manager shall provide to the Management Committee Executive Committee, as part of the Budget, an annual budget with respect to services performed by Manager, employees and third party consultantscontractors, 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 such a budgeted category to be exceeded by 10% shall require approval of the Management Executive Committee. The annual budget for services to be performed by the Manager shall be reviewed quarterly by the Manager and the Management Executive Committee, and shall be revised as appropriate. In addition, The the Manager shall communicate promptly to the Management Executive Committee any significant variances from estimates set forth in the Budget with respect to the services of Manager, employees and outside consultantsthird party contractors. (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).