Infinet. The Consultant has or shall provide the following Consulting Services to Infinet to the extent requested by Infinet:
Infinet. During the Employment Period, Executive shall serve as the Chief Financial Officer of Infinet. In this capacity, Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly-sized companies, and such other duties, authorities and responsibilities as the Board of Directors of Infinet (the “Infinet Board”) and the Chief Executive Officer of Infinet shall reasonably designate that are consistent with Executive’s position as the Chief Financial Officer of Infinet. Executive shall report exclusively to the Chief Executive Officer of Infinet. In addition to serving as the Chief Financial Officer of Infinet, Executive shall become a member of the Infinet Board from and after the Effective Date, subject to customary board election practices. In the event that IMH requests that Executive resign as the Chief Financial Officer of Infinet and become a full-time executive officer of IMH, Executive shall promptly do so.
Infinet. On and after the date hereof, Borrower shall, and shall cause the applicable Borrower Subsidiary to, cause the ownership, operation and management of Infinet to be self-funded, separately operating, insured in a reasonable and customary manner and operating in accordance with the business plan delivered to Lender on or prior to the date hereof or as Lender may otherwise approve in writing from time to time thereafter. In furtherance of the foregoing, and subject to the terms of the Cash Management Agreement and the Infinet Side Letter, Borrower shall be permitted to commit up to $1,000,000 to be invested by Borrower in Infinet, in the aggregate, from the proceeds of the Loan.
Infinet. During each calendar year that occurs during the Employment Period, Infinet shall establish an annual incentive compensation plan pursuant to which Executive shall be eligible to receive additional compensation (the “Infinet Cash Bonus”) in an amount up to one hundred percent (100%) of Executive’s Infinet Base Salary. The Infinet Cash Bonus for each calendar year shall become payable to Executive by Infinet based upon the attainment of certain specified goals and objectives as determined by the Infinet Board in the Infinet’s Board’s sole discretion. The goals and objectives for each calendar year shall be determined by the Infinet Board after discussions with Executive within ninety (90) days after the start of each calendar year (or for calendar 2011, within ninety (90) days after the Effective Date). The Executive’s Infinet Cash Bonus for 2011 shall be prorated; provided, however, that Executive’s 2011 Infinet Cash Bonus shall in no event be less than One Hundred Thousand Dollars ($100,000) and be payable by Infinet to Executive not later than March 31, 2012. Except as provided in Section 7, the Executive must be employed by Infinet on the last date of the applicable calendar year in order to be eligible for the Infinet Cash Bonus with respect to that calendar year. In the event that Executive becomes a full-time executive officer of IMH, Infinet shall have no further obligations to Executive for the Infinet Cash Bonus. Infinet contemplates adopting the 2011 Infinet Securities, LLC Incentive Plan (the “Infinet Equity Plan”). Promptly after the Effective Date,the Infinet Board shall grant to Executive the award more particularly described on Exhibit 3.2.2 (the “Infinet 2011 Award”). During the Employment Period, the Executive shall also be eligible to receive additional equity awards under the Infinet Equity Plan in the sole discretion of the Infinet Board.
Infinet reserves for itself and its licensors all right, title and interest in and to the INFINET Products, the Confidential Information of INFINET (as defined in Section 11), including, without limitation, all copyrights, patents and other intellectual proprietary rights. All rights not expressly granted in this Agreement are reserved.
Infinet. Nelnet shall give ten-business-days' written notice of an examination and the name of each representative conducting the examination. In no event shall an examination be conducted contrary to any privacy or other confidentiality obligations imposed by law or agreement with a third party.
Infinet agrees that all information related to or contained in documents subject to this Agreement, including without limitation "Nonpublic Personal Information" (as such term is defined in the regulations implementing Subtitle A of Title V of the Graham-Leach-Bliley Act, Pub. L. 106-102, codified at 15 U.S.C. 6800 xx xxx.), xxxxxxxd or obtained, directly or indirectly, by infiNET pursuant to or in connection with of this Agreement, (hereinafter collectively referred to as "NPI") constitutes Confidential Information of Nelnet, and INFINET shall keep all such NPI in strictest confidence on Nelnet's behalf.
Infinet represents and warrants that: (a)
Infinet has full authority to enter into this Agreement; and (b)
Infinet will comply with all applicable federal, state and local laws in the performance of its obligations hereunder, including but not limited to laws concerning student and financial disclosures.
