Compensation Costs definition

Compensation Costs means any compensation costs for employees and service providers (including any vesting, exercise, exchange or cancellation of Options, other compensatory equity-based awards, deferred compensation, Change in Control Payments, other bonuses, and employment taxes related to any of the foregoing) incurred by the Company or any of its Subsidiaries in connection with or as a result of the transactions contemplated herein that are deductible for Income Tax purposes on a Tax Return of the Company or any of its Subsidiaries for the Stub Period.
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Compensation Costs means (i) all liabilities with respect to any current employee, officer, current or former individual engaged as an independent contractor or manager of the Company that arise and become due and payable before or on, or are attributable to the period prior to, the Closing Date and that are unpaid as of the Closing with respect to deferred compensation, wage payments, any liabilities with respect to exclusion from participation in any Plan, and any employment Taxes or any penalties due and payable by the Company with respect to the foregoing that are unpaid as of to the Closing; and (ii) all liabilities with respect to any former employee, officer, individual engaged as an independent contractor or manager of the Company that arise and become due and payable before or on the Closing Date and that are unpaid as of to the Closing, including all liabilities with respect to any Plan, all accrued salary, fees, deferred compensation, severance and vacation obligations, all workers’ compensation claims, any liability in respect of accrued but unpaid bonuses for the prior fiscal year and for the period commencing on the first day of fiscal year and ending on the Closing Date, and any employment Taxes payable by the Company with respect to the foregoing that are unpaid as of the Closing, in each case except to the extent such liabilities are accrued and reflected as a current liability in the Closing Balance Sheet or otherwise included among the Transaction Expenses.
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Examples of Compensation Costs in a sentence

  • Employees of Columbia/HCA and outside accountants and legal counsel shall maintain specific timesheets to record time spent in performing the Basic Services hereunder for purposes of calculating the Compensation Costs and Reimbursable Expenses.

  • On and after the date that the employment of any Schedule A-1 Employee is transferred to the Dell Group, the Dell Group shall have sole Liability and no member of the SecureWorks Group shall have any Liability or obligations whatsoever with respect to Claims Incurred and Gross Compensation Costs on or after such date by or with respect to any such Employee, including if any such Employee thereafter provides services to the SecureWorks Group pursuant to the Shared Services Agreement.

  • Except as otherwise agreed in writing by the Parties, SecureWorks shall reimburse Dell for the Claims Incurred and Gross Compensation Costs of such Dell Group Employees consistent to the extent reasonably possible with the principles and procedures set forth in this Agreement for comparable matters and in compliance with Dell policies and the requirements of applicable Law.

  • Except as otherwise provided in this Agreement, the SecureWorks Group shall have sole Liability and no member of the Dell Group has any Liability or obligations whatsoever with respect to Claims Incurred and Gross Compensation Costs before, on or after the Effective Date by or with respect to any U.S. SecureWorks Business Employee in connection with any such individual’s employment or the participation of such individual in any Dell Plans or SecureWorks Plans.

  • During the Assignment Period, except as otherwise agreed in writing by the Parties, SecureWorks shall reimburse Dell for the Claims Incurred and Gross Compensation Costs of the Assigned Employees consistent to the extent reasonably possible with the principles and procedures set forth in this Agreement for comparable matters and in compliance with Dell policies and the requirements of applicable Law.

  • For the avoidance of doubt, the costs of maintaining and providing such insurance shall be Compensation Costs or Third-Party Costs, as applicable, under this Agreement, payable in accordance with Section 2.1.

  • The obligation on the Contractor to make payment to the Province under Section 5.5 (Indemnity of Contractor for Certain PPR Compensation Claims)does not arise until: (i) the Province has paid, or notified the Contractor in writing that the Province is required to pay, the Statutory Compensation Costs; (ii) an invoice has been issued by the Province to the Contractor; and (iii) any Dispute Resolution Process applicable to any disputed amounts has been completed.

  • Goal Reward 10-19% reduction in Citywide* .5% Reduction in Pension Contribution Workers Compensation Costs for the year 20-29% reduction in Citywide* .75% Reduction in Pension Contribution Workers Compensation Costs for the year 30% + reduction in Citywide* 1.0% Reduction in Pension Contribution Workers Compensation Costs for the year * excluding police and firefighters workers compensation costs.

  • The four methods are Lump Sum Compensation, Costs Plus a Net Fee Compensation, Rate of Pay Compensation and Unit of Work Compensation, all as defined in Chapter 1 of the Specifications.

  • Without limiting the foregoing, each Recipient shall reimburse the applicable Provider at cost for the compensation (including, without limitation, base salary, short-term incentives and long-term incentives and the employer portion of any employment taxes payable thereon) and the cost of employee benefits (collectively, the “Provider Compensation Costs”) paid and provided by the Provider to the Provider’s Personnel, to the extent that such Provider Compensation Costs relate to the Recipient.

Related to Compensation Costs

  • Non-Cash Compensation Expense means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.

  • Transition Costs means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to the Sale and Servicing Agreement required in connection with the transfer of servicing.

  • Termination Costs The costs and expenses related to the termination of any Servicer, the appointment of a successor servicer or the transfer and assumption of servicing with respect to the related Servicing Agreement, including, without limitation, the items set forth in Section 3.03(c).

  • Administration Costs means (i) the costs and expenses associated with the production and dissemination of the Notice (as defined in Section 2.10); (ii) all reasonable costs incurred by the Settlement Administrator (as defined in Section 1.40) in administering and effectuating this Settlement, which costs and expenses are necessitated by performance and implementation of this Agreement and any Court orders relating thereto; (iii) all reasonable fees charged by the Settlement Administrator; and (iv) any other costs associated with the settlement, including but not limited to any amounts charged by TIAA or Vanguard.

  • Compensation Payment means a payment, whether in monetary form or in the form of a benefit or service, by or on behalf of an insurer to a complainant to compensate the complainant for a proven or estimated financial loss incurred as a result of the insurer’s contravention, non-compliance, action, failure to act, or unfair treatment forming the basis of the complaint, where the insurer accepts liability for having caused the loss concerned, but excludes any –