Common use of Services Reimbursement Clause in Contracts

Services Reimbursement. Subject to Sections 4.2.2, 4.4 and 4.5, the Services Reimbursement for each month during the Period of Secondment shall include all costs and expenses incurred for such month by Chesapeake Management for the Seconded Employees, including the costs and expenses set forth below. (a) salary, wages and cash bonuses (including payroll and withholding taxes associated therewith); (b) 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by Chesapeake Management, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contribution; (c) the vesting of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below); (d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”); (e) cash or premiums paid, or expenses incurred, with respect to vacation, sick leave, short term disability benefits, personal leave and maternity; (f) medical, dental and prescription drug coverage (“Medical Coverage”); (g) flexible benefits plan, including medical care and dependent care expense reimbursement programs; (h) disability insurance; (i) workers’ compensation benefits; (j) life insurance and accidental death and dismemberment insurance; (k) Reimbursable Severance Payments (as defined below), if any; (l) Termination Costs, to the extent provided in Section 4.4 below; (m) Business travel expenses and other Business expenses reimbursed in the normal course by Chesapeake Management such as subscriptions to Business related periodicals and dues to professional business organizations; (n) any other employee benefit customarily provided to all employees by Chesapeake Management for which Chesapeake Management incurs costs; (o) all sporting event tickets furnished to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below); and (p) any sales taxes imposed upon the provision of any taxable General Partner Employee Services under this Agreement provided, that, the General Partner and Chesapeake Management contemplate that the General Partner Employee Services provided pursuant to this Agreement are not taxable services for sales and use tax purposes. The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of such a cost or expense, the General Partner and Chesapeake Management shall mutually agree on the method of determining or estimating such cost or expense.

Services Reimbursement. Subject to Sections 4.2.2, 4.4 3(c) and 4.53(d), the Services Reimbursement for each month during the Period of Secondment shall include all reimbursement for costs and expenses incurred for such month by Chesapeake Management the Secondment Provider for the Seconded Employees, including the costs and expenses set forth below.following (collectively, the “Seconded Employee Expenses”): (ai) salary, salary and wages and cash bonuses (including payroll and withholding taxes associated therewith); (bii) cash bonuses; (iii) costs of matching and other employer 401(k) plan administration costs, contributions; (iv) costs of pension benefit accruals; (v) any cash expense for matching 401(k) contributions made by Chesapeake Management, associated with any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contributionplan; (cvi) the vesting of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below); (d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”); (e) cash or premiums paid, or expenses incurred, with respect to vacation, sick leave, short term disability benefitspersonal leave, personal maternity leave and maternityany other federal or state mandated leave; (fvii) healthcare coverage, including medical, dental dental, vision and prescription drug coverage (“Medical Coverage”)coverage; (gviii) flexible benefits plan, including medical care and dependent care expense reimbursement programs; (hix) short-term disability benefits and long-term disability insurance premiums; (x) workers’ compensation insurance; (ixi) workers’ compensation benefits; (j) premiums for life insurance and insurance, accidental death and dismemberment insuranceinsurance and any other insurance provided to the Seconded Employees; (kxii) Reimbursable Severance Payments (as defined below)the vesting of any long-term incentive awards, if anywhether granted before or during the Period of Secondment; (lxiii) Termination Costs, to the extent provided in Section 4.4 below; (m) Business business travel expenses and other Business business expenses reimbursed in the normal course by Chesapeake Management the Secondment Provider, such as subscriptions to Business business-related periodicals and dues to professional business organizations; (nxiv) any other employee benefit or compensation arrangement customarily provided to all employees by Chesapeake Management the Secondment Provider for which Chesapeake Management the Secondment Provider incurs costs; (o) all sporting event tickets furnished costs with respect to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below)Employees; and (pxv) any sales taxes imposed upon the provision of any taxable General Partner Employee Services services provided under this Agreement Agreement; provided, however, that, the General Partner and Chesapeake Management the Tesoro Group contemplate that the General Partner Employee Services services provided pursuant to this Agreement are not taxable services for sales and use tax purposes. The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of such a cost or expense, the General Partner and Chesapeake Management shall mutually agree on the method of determining or estimating such cost or expense.

Services Reimbursement. Subject to Sections 4.2.2, 4.4 3.3 and 4.53.4, the Services Reimbursement for each month during the Period of Secondment shall include all costs and expenses incurred for such month by Chesapeake Management GPRE for the Seconded Employees, including the costs and expenses set forth below.following (collectively, the “Seconded Employee Expenses”): (a) salary, salary and wages and cash bonuses (including payroll and withholding taxes associated therewith); (b) 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by Chesapeake Management, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contributionbonuses; (c) the vesting costs of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below)matching and other employer 401(k) contributions; (d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period costs of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”)pension benefit accruals; (e) any cash expense associated with any deferred compensation plan, excluding benefit payments for contributions to the plan that occurred or premiums paid, or expenses incurred, with respect were based on services performed prior to the Period of Secondment; (f) vacation, sick leave, short term disability benefitspersonal leave, personal maternity leave and maternity; (f) medical, dental and prescription drug coverage (“Medical Coverage”)any other federal or state mandated leave; (g) healthcare coverage, including medical, dental, vision and prescription drug coverage; (h) flexible benefits plan, including medical care and dependent care expense reimbursement programs; (h) disability insurance; (i) workers’ compensation benefitsshort-term disability benefits and long-term disability insurance premiums; (j) life insurance and accidental death and dismemberment workers’ compensation insurance; (k) Reimbursable Severance Payments (as defined below)premiums for life insurance, if anyaccidental death and dismemberment insurance and any other insurance provided to the Seconded Employees by GPRE; (l) Termination Coststhe vesting of any long-term incentive awards, to whether granted before or during the extent provided in Section 4.4 belowPeriod of Secondment; (m) Business Termination Costs; (n) business travel expenses and other Business business expenses reimbursed in the normal course by Chesapeake Management GPRE, such as subscriptions to Business business-related periodicals and dues to professional business organizations; (no) any other employee benefit or compensation arrangement customarily provided to all employees by Chesapeake Management GPRE for which Chesapeake Management GPRE incurs costs; (o) all sporting event tickets furnished costs with respect to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below)Employees; and (p) any sales taxes imposed upon the provision of any taxable General Partner Employee Services services provided under this Agreement Agreement; provided, thathowever, the General Partner that GP and Chesapeake Management GPRE contemplate that the General Partner Employee Services services provided pursuant to this Agreement are not taxable services for sales and use tax purposes. The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of any such a cost or expenseexpense described above, the General Partner GPRE and Chesapeake Management GP shall mutually agree on the method of determining or estimating such cost or expense, which may include the application of an agreed percentage benefit load to a Seconded Employee’s salary and wages in order to value certain of the benefits listed above. If the actual amount of any cost or expense, once known, varies from the estimate used for billing purposes hereunder, the difference, once determined, shall be reflected as either a credit or additional charge in the next monthly invoice issued by GPRE, or in such manner as may otherwise be agreed between GPRE and GP.

Services Reimbursement. Subject to Sections 4.2.2, 4.4 3.3 and 4.53.4, the Services Reimbursement for each month during the Period of Secondment shall include all costs and expenses incurred for such month by Chesapeake Management the Operators for the Seconded Employees, including the costs and expenses set forth below.following (collectively, the “Seconded Employee Expenses”): (a) salary, salary and wages and cash bonuses (including payroll and withholding taxes associated therewith); (b) 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by Chesapeake Management, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contributionbonuses; (c) the vesting costs of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below)matching and other employer 401(k) contributions; (d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period costs of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”)pension benefit accruals; (e) any cash or premiums paid, or expenses incurred, expense associated with respect to any deferred compensation plan; (f) vacation, sick leave, short term disability benefitspersonal leave, personal maternity leave and maternity; (f) medical, dental and prescription drug coverage (“Medical Coverage”)any other federal or state mandated leave; (g) healthcare coverage, including medical, dental, vision and prescription drug coverage; (h) flexible benefits plan, including medical care and dependent care expense reimbursement programs; (h) disability insurance; (i) workers’ compensation benefitsshort-term disability benefits and long-term disability insurance premiums; (j) life insurance and accidental death and dismemberment workers’ compensation insurance; (k) Reimbursable Severance Payments (as defined below)premiums for life insurance, if anyaccidental death and dismemberment insurance and any other insurance provided to the Seconded Employees by the Operators; (l) Termination Coststhe vesting of any long-term incentive awards, to whether granted before or during the extent provided in Section 4.4 belowPeriod of Secondment; (m) Business Termination Costs; (n) business travel expenses and other Business business expenses reimbursed in the normal course by Chesapeake Management the Operators, such as subscriptions to Business business-related periodicals and dues to professional business organizations; (no) any other employee benefit or compensation arrangement customarily provided to all employees by Chesapeake Management the Operators for which Chesapeake Management incurs costs; (o) all sporting event tickets furnished the Operators incur costs with respect to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below)Employees; and (p) any sales taxes imposed upon the provision of any taxable General Partner Employee Services services provided under this Agreement Agreement; provided, however, that, GP and the General Partner and Chesapeake Management Operators contemplate that the General Partner Employee Services services provided pursuant to this Agreement are not taxable services for sales and use tax purposes. The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of any such a cost or expenseexpense described above, the General Partner Operators and Chesapeake Management GP shall mutually agree on the method of determining or estimating such cost or expense, which may include the application of an agreed percentage benefit load to a Seconded Employee’s salary and wages in order to value certain of the benefits listed above. If the actual amount of any cost or expense, once known, varies from the estimate used for billing purposes hereunder, the difference, once determined, shall be reflected as either a credit or additional charge in the next monthly invoice issued by the affected Operator, or in such manner as may otherwise be agreed between the affected Operator and GP.

Services Reimbursement. Subject to Sections 4.2.23.3, 4.4 3.4 and 4.53.5, the Services Reimbursement for each month during the Period of Secondment shall include all costs and expenses incurred for such month by Chesapeake Management the Operators for the Seconded Employees, including the costs and expenses set forth below.following (collectively, the “Seconded Employee Expenses”): (a) salary, salary and wages and cash bonuses (including payroll and withholding taxes associated therewith); (b) 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by Chesapeake Management, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contributionbonuses; (c) the vesting costs of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below)matching and other employer 401(k) contributions; (d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period costs of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”)pension benefit accruals; (e) any cash or premiums paid, or expenses incurred, expense associated with respect to any deferred compensation plan; (f) vacation, sick leave, short term disability benefitspersonal leave, personal maternity leave and maternity; (f) medical, dental and prescription drug coverage (“Medical Coverage”)any other federal or state mandated leave; (g) healthcare coverage, including medical, dental, vision and prescription drug coverage; (h) flexible benefits plan, including medical care and dependent care expense reimbursement programs; (h) disability insurance; (i) workers’ compensation benefitsshort-term disability benefits and long-term disability insurance premiums; (j) life insurance and accidental death and dismemberment workers’ compensation insurance; (k) Reimbursable Severance Payments (as defined below)premiums for life insurance, if anyaccidental death and dismemberment insurance and any other insurance provided to the Seconded Employees by the Operators; (l) Termination Coststhe vesting of any long-term incentive awards, to whether granted before or during the extent provided in Section 4.4 belowPeriod of Secondment; (m) Business Termination Costs; (n) business travel expenses and other Business business expenses reimbursed in the normal course by Chesapeake Management the Operators, such as subscriptions to Business business-related periodicals and dues to professional business organizations; (no) any other employee benefit or compensation arrangement customarily provided to all employees by Chesapeake Management the Operators for which Chesapeake Management incurs costs; (o) all sporting event tickets furnished the Operators incur costs with respect to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below)Employees; and (p) any sales taxes imposed upon the provision of any taxable General Partner Employee Services services provided under this Agreement Agreement; provided, however, that, GP and the General Partner and Chesapeake Management Operators contemplate that the General Partner Employee Services services provided pursuant to this Agreement are not taxable services for sales and use tax purposes. The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of any such a cost or expenseexpense described above, the General Partner Operators and Chesapeake Management GP shall mutually agree on the method of determining or estimating such cost or expense, which may include the application of an agreed percentage benefit load to a Seconded Employee’s salary and wages in order to value certain of the benefits listed above. If the actual amount of any cost or expense, once known, varies from the estimate used for billing purposes hereunder, the difference, once determined, shall be reflected as either a credit or additional charge in the next monthly invoice issued by the affected Operator, or in such manner as may otherwise be agreed between the affected Operator and GP.

Services Reimbursement. Subject to Sections 4.2.2, 4.4 3.3 and 4.53.4, the Services Reimbursement for each month during the Period of Secondment shall include all costs and expenses incurred for such month by Chesapeake Management GPRE for the Seconded Employees, including the costs and expenses set forth below.following (collectively, the “Seconded Employee Expenses”): (a) salary, salary and wages and cash bonuses (including payroll and withholding taxes associated therewith); (b) 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by Chesapeake Management, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contributionbonuses; (c) the vesting costs of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below)matching and other employer 401(k) contributions; (d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period costs of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”)pension benefit accruals; (e) any cash expense associated with any deferred compensation plan excluding benefit payments for contributions to the plan that occurred or premiums paid, or expenses incurred, with respect were based on services performed prior to the Period of Secondment; (f) vacation, sick leave, short term disability benefitspersonal leave, personal maternity leave and maternity; (f) medical, dental and prescription drug coverage (“Medical Coverage”)any other federal or state mandated leave; (g) healthcare coverage, including medical, dental, vision and prescription drug coverage; (h) flexible benefits plan, including medical care and dependent care expense reimbursement programs; (h) disability insurance; (i) workers’ compensation benefitsshort-term disability benefits and long-term disability insurance premiums; (j) life insurance and accidental death and dismemberment workers’ compensation insurance; (k) Reimbursable Severance Payments (as defined below)premiums for life insurance, if anyaccidental death and dismemberment insurance and any other insurance provided to the Seconded Employees by GPRE; (l) Termination Coststhe vesting of any long-term incentive awards, to whether granted before or during the extent provided in Section 4.4 belowPeriod of Secondment; (m) Business Termination Costs; (n) business travel expenses and other Business business expenses reimbursed in the normal course by Chesapeake Management GPRE, such as subscriptions to Business business-related periodicals and dues to professional business organizations; (no) any other employee benefit or compensation arrangement customarily provided to all employees by Chesapeake Management GPRE for which Chesapeake Management GPRE incurs costs; (o) all sporting event tickets furnished costs with respect to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below)Employees; and (p) any sales taxes imposed upon the provision of any taxable General Partner Employee Services services provided under this Agreement Agreement; provided, thathowever, the General Partner that GP and Chesapeake Management GPRE contemplate that the General Partner Employee Services services provided pursuant to this Agreement are not taxable services for sales and use tax purposes. The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of any such a cost or expenseexpense described above, the General Partner GPRE and Chesapeake Management GP shall mutually agree on the method of determining or estimating such cost or expense, which may include the application of an agreed percentage benefit load to a Seconded Employee’s salary and wages in order to value certain of the benefits listed above. If the actual amount of any cost or expense, once known, varies from the estimate used for billing purposes hereunder, the difference, once determined, shall be reflected as either a credit or additional charge in the next monthly invoice issued by GPRE, or in such manner as may otherwise be agreed between GPRE and GP.

Services Reimbursement. Subject to Sections 4.2.2, 4.4 3(c) and 4.53(d), the Services Reimbursement for each month during the Period of Secondment shall include all reimbursement for costs and expenses incurred for such month by Chesapeake Management the Secondment Provider for the Seconded Employees, including the costs and expenses set forth below.following (collectively, the “Seconded Employee Expenses”): (ai) salary, salary and wages and cash bonuses (including payroll and withholding taxes associated therewith); (bii) cash bonuses; (iii) costs of matching and other employer 401(k) plan administration costs, contributions; (iv) costs of pension benefit accruals; (v) any cash expense for matching 401(k) contributions made by Chesapeake Management, associated with any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contributionplan; (cvi) the vesting of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below); (d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”); (e) cash or premiums paid, or expenses incurred, with respect to vacation, sick leave, short term disability benefitspersonal leave, personal maternity leave and maternityany other federal or state mandated leave; (fvii) healthcare coverage, including medical, dental dental, vision and prescription drug coverage (“Medical Coverage”)coverage; (gviii) flexible benefits plan, including medical care and dependent care expense reimbursement programs; (hix) short-term disability benefits and long-term disability insurance premiums; (x) workers’ compensation insurance; (ixi) workers’ compensation benefits; (j) premiums for life insurance and insurance, accidental death and dismemberment insuranceinsurance and any other insurance provided to the Seconded Employees; (kxii) Reimbursable Severance Payments (as defined below)the vesting of any long-term incentive awards, if anywhether granted before or during the Period of Secondment; (lxiii) Termination Costs, to the extent provided in Section 4.4 below; (m) Business business travel expenses and other Business business expenses reimbursed in the normal course by Chesapeake Management the Secondment Provider, such as subscriptions to Business business-related periodicals and dues to professional business organizations; (nxiv) any other employee benefit or compensation arrangement customarily provided to all employees by Chesapeake Management the Secondment Provider for which Chesapeake Management the Secondment Provider incurs costs; (o) all sporting event tickets furnished costs with respect to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below)Employees; and (pxv) any sales taxes imposed upon the provision of any taxable General Partner Employee Services services provided under this Agreement Agreement; provided, however, that, the General Partner and Chesapeake Management the Andeavor Group contemplate that the General Partner Employee Services services provided pursuant to this Agreement are not taxable services for sales and use tax purposes. The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of such a cost or expense, the General Partner and Chesapeake Management shall mutually agree on the method of determining or estimating such cost or expense.