Preview of our top selling Chief Operating Officer (COO) Employment Agreement
Acxiom - COO Employment Agreement
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of May 14, 2008, (the " Agreement" ), is by and between Acxiom Corporation, a Delaware corporation (the " Company" ) and John A. Adams (the " Executive" ).
WHEREAS , the Company desires to hire the Executive to serve as Chief Operating Officer & Executive Vice President, and the Executive desires to hold such positions under the terms and conditions of this Agreement; and
WHEREAS , the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between the Executive and the Company.
NOW, THEREFORE , intending to be legally bound hereby, the parties agree as follows:
1. Employment . The Company hereby employs the Executive and the Executive hereby accepts employment with the Company as of the Effective Date, upon the terms and subject to the conditions set forth herein.
2.
Term .
(a) Subject to termination pursuant to Section 9 , the term of the employment by the Company of the Executive pursuant to this Agreement (as the same may be extended, the " Term" ) will commence on May 14, 2008 (the " Effective Date" ) and terminate on May 14, 2011.
(b) Commencing on May 14, 2011 and on each subsequent anniversary thereof, the Term may be extended by the Company for a period of one (1) additional year following the expiration of the applicable Term by notifying the Executive of such renewal in writing not later than one hundred eighty (180) days before any such date.
3. Position . During the Term, the Executive will serve as Chief Operating Officer & Executive Vice President performing duties commensurate with such positions and will perform such additional duties as the Chief Executive Officer of the Company (" CEO" ) will determine. The Executive will report directly to the CEO. The Executive agrees to serve, without any additional compensation as a member of the board of directors and/or as an officer of any subsidiary of the Company. If the Executive' s employment is terminated for any reason, whether such termination is voluntary or involuntary, the Executive will resign as a director and/or officer of any of its subsidiaries, such resignation to be effective no later than the date of termination of the Executive' s employment with the Company.
4. Duties . During the Term, the Executive will devote his full time and attention during normal business hours to the business and affairs of the Company and its subsidiaries (the " Business" ); provided , however , that the Executive will be permitted to devote reasonable periods of time to charitable and community activities, so long as such activities do not interfere with the performance of the Executive' s responsibilities under this Agreement.
5.
Salary and Bonus, Signing Payment and Relocation .
(a) For purposes of this Agreement, the " Initial Contract Year" will mean the period commencing on the Effective Date and ending on May 14, 2009. A " Contract Year" will mean the Initial Contract Year and any anniversary thereof.
(b) During the Initial Contract Year, the Company will pay the Executive a base salary at an annual rate of $500,000 per calendar year. Thereafter, at or before the annual spring Board of Directors meeting, typically occurring in May, the CEO will, in good faith, review the Executive' s annual base salary and will recommend to the Compensation Committee of the Board (the " Compensation Committee" ) such annual rate of salary as the CEO may deem advisable (such annual rate of salary, as the same may be increased, the " Base Salary" ). The Compensation Committee may increase (but not decrease) the annual rate of salary. The Base Salary will be payable to the Executive in substantially equal installments in accordance with the Company' s normal payroll practices.
(c) During each Contract Year, the Executive will be eligible for a target cash bonus opportunity of 75% of then-current Base Salary. The Executive' s entitlement to such cash bonus, if any, will be determined by the Compensation Committee based on the terms of the executive bonus program then in effect.
(d) It is understood that the Executive will not initially reside in Little Rock, Arkansas. In the event that the Executive elects to live in the Little Rock area the Company will reimburse the Executive for all reasonable expenses incurred in connection with the relocation of his residence and family to the Little Rock area, including reasonable moving expenses and reasonable transaction costs associated with the sale of the Executive' s current principal residence outside the State of Arkansas and the Executive' s purchase of a new principal residence in the Little Rock area (but such costs will not include those associated with points to reduce the cost of mortgage loan payments) (collectively, " Moving Costs" ).
(e) Promptly following the Effective Date, the Company will reimburse the Executive for reasonable legal expenses up to an amount of $7,500 incurred by him in connection with the drafting and negotiation of this Agreement.
6.
Long-Term Incentive Awards .
(a) No later than the later of: (a) the Effective Date; or (b) the regularly scheduled May 2008 Board meeting; the Company will grant the Executive:
(i) 200,000 Stock Options - the exercise price of the stock options will be the fair market value of the Company's common stock on the date of the grant, and the options will vest in equal increments over a four -ear vesting period;
(ii) 27,000 Restricted Stock Units (time vested over a four-year vesting period); and
(iii) 53,000 Restricted Stock Units (a performance share plan that has a three-year cliff vest and is based on the achievement of performance period financial objectives).
(b) Except as may be otherwise provided herein, in the event of termination of the employment of the Executive, all equity compensation will be governed by the standard Acxiom policies and procedures in effect at the time of termination.
(c) Annually, during the term of this Agreement, the independent members of the Board of Directors (or the Compensation Committee) will in good faith consider the grant, on or before the first regular Board meeting following the announcement of fiscal year financial results additional long-term equity incentive awards to the Executive.
(d) Notwithstanding any provision to the contrary in any equity incentive plan or related award agreement relating to any equity incentive award granted to the Executive pursuant to this Agreement or in the future, the definition of competitive business activities applicable to such equity incentive plan or award agreement shall be deemed to be the definition contained in Section 12(b) hereof, and any forfeitures
required pursuant to such equity incentive plan or award agreement shall be net of all taxes paid or payable by the Executive.
7. Vacation, Holidays and Sick Leave; Life Insurance . During the Term, the Executive will be entitled to paid vacation in accordance with the Company' s standard vacation accrual policies for its senior executive officers as may be in effect from time to time; provided , that the Executive will during each Contract Year be entitled to at least four (4) weeks of such vacation. During the Term, the Executive will also be entitled to participate in all applicable Company employee benefits plans as may be in effect from time to time for the Company' s senior executive officers.
8. Business Expenses . The Executive will be reimbursed for all reasonable business expenses incurred by him in connection with his employment following timely submission by the Executive of receipts and other documentation in accordance with the Company' s normal expense reimbursement policies.
9. Termination of Agreement . The Executive' s employment by the Company pursuant to this Agreement will not be terminated before the end of the Term hereof, except as set forth in this Section 9 .
(a) By Mutual Consent . The Executive' s employment pursuant to this Agreement may be terminated at any time by the mutual written agreement of the Company and the Executive.
(b) Death . The Executive' s employment pursuant to this Agreement will be terminated upon the death of the Executive, in which event the Executive' s spouse or heirs will receive, when the same would have been paid to the Executive (whether or not the Term will have expired during such period), (i) all Base Salary and benefits (including any earned but unpaid cash bonus) to be paid or provided to the Executive under this Agreement through the Date of Termination (as defined in Section 9(j) hereof), (ii) any other unpaid benefits (including death benefits) to which they are entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination, (iii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid and (iv) the amount of any target cash bonus to which the Executive would otherwise have been entitled for the Contract Year in which the Date of Termination occurs, pro-rated based on the portion of the applicable Contract Year that the Executive worked for the Company.
(c) Disability . The Executive' s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a " Notice of Termination" ) in the event that the Executive is unable, as determined by either the CEO or the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive' s employment is terminated pursuant to this Section 9(c) , the Executive will be entitled to receive, when the same would have been paid to the Executive (whether or not the Term will have expired during such period), (i) all Base Salary and benefits, on the normal payroll cycle, that would have been paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits, subject to offsets as set forth in the disability plan) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination within the timeframe established by any such plan, policy or program or, if no timeframe is established, within 10 business days following Date of Termination, (iii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid and (iv) the amount of any target cash bonus to which the Executive would otherwise have been entitled for the Contract Year in which the Date of Termination occurs, pro-rated based on the portion of the applicable Contract Year that the Executive worked for the Company and paid at the same time such cash bonuses are paid to other similarly situated executives also receiving such bonuses.
(d) By the Company for Cause . The Executive' s employment pursuant to this Agreement may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute " Cause" for termination): (i) the willful failure by the Executive to substantially perform his duties or follow the reasonable and lawful instructions of the CEO or the Board; provided , that the Executive will be allowed to cure such failure within thirty (30) days of delivery to the Executive by the Company of written demand for performance, which such written demand will specifically identify the manner in which the Company believes he has not substantially performed his duties; or (ii) the engaging by the Executive in willful misconduct that is materially injurious to the Company, monetarily or otherwise. If the Executive' s employment is terminated pursuant to this Section 9(d) , the Executive will be entitled to receive, within 10 business days following Date of Termination, all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, any other unpaid benefits to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid) and no more.
(e) By the Company Without Cause . The Executive' s employment pursuant to this Agreement may be terminated by the Company at any time without Cause by delivery of a Notice of Termination. If the Executive' s employment is terminated pursuant to this Section 9(e) , the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to one hundred percent (100%) of the Executive' s Base Salary at the then-current rate of Base Salary, (iv) an amount equal to one hundred percent (100%) of the Executive' s then-current target cash bonus payable pursuant to Section 5(c) , and (v) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than ten (10) days following the Date of Termination. As a condition to receiving such payment, the Executive agrees to execute and deliver, at the time of termination of his employment, a general release in the form attached as Exhibit A .
(f) By the Executive for Good Reason . The Executive' s employment pursuant to this Agreement may be terminated by the Executive by written notice of his resignation (" Notice of Resignation" ) delivered to the Company within ninety (90) days ( provided that, in the case of clause (v), such time period will be extended through the end of the then-current Contract Year) of any of the following (each of which will constitute " Good Reason" for resignation): (i) a material reduction by the Company in the Executive' s title or position, or a material reduction by the Company in the Executive' s authority, duties or responsibilities or the assignment by the Company to the Executive of any duties or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (ii) a reduction in Base Salary; (iii) any material breach of this Agreement by the Company; provided , that the Company will be allowed to cure such breach within thirty (30) days of delivery to the Company by the Executive of written demand for performance, which such written demand will specifically identify the manner in which the Executive believes the Company has breached this Agreement; or (iv) the Company' s requiring the Executive to relocate his office location more than fifty (50) miles from his initial office location in Little Rock, Arkansas. For avoidance of doubt, " Good Reason" will exclude the death or Disability of the Executive. If the Executive resigns for Good Reason pursuant to this Section 9(f) , the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to one hundred percent (100%) of the Executive' s Base Salary at the then-current rate of Base Salary, (iv) an amount equal to one hundred percent (100%) of the Executive' s then-current target cash bonus payable pursuant to Section 5(c) , and (v) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than ten (10) days following the Date of Termination. As a condition to receiving
such payment, the Executive agrees to execute and deliver, at the time of termination of his employment, a general release in the form attached as Exhibit A .
(g) Non-Renewal by the Company . The Executive' s employment pursuant to this Agreement may be terminated by the Executive by delivery of a Notice of Resignation following the Company' s failure to extend the current Term of this Agreement consistent with the provisions of Section 2(b) , which Notice of Resignation must be delivered within ninety (90) days of the Company' s failure to extend such Term pursuant to Section 2(b) . If the Executive resigns pursuant to this Section 9(g) , or if his employment is terminated at the end of a Contract Year pursuant to Section 2(b) , the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to one hundred percent (100%) of the Executive' s Base Salary at the then-current rate of Base Salary, (iv) an amount equal to one hundred percent (100%) of the Executive' s then-current target cash bonus payable pursuant to Section 5(c) and (v) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than ten (10) days following the Date of Termination. As a condition to receiving such payment, the Executive agrees to execute and deliver, at the time of termination of his employment, a general release in the form attached as Exhibit A .
(h) By the Executive Without Good Reason . The Executive' s employment pursuant to this Agreement may be terminated by the Executive at any time by delivery of a Notice of Resignation to the Company. If the Executive' s employment is terminated pursuant to this Section 9(h) , the Executive will receive all Base Salary and benefits (including any earned but unpaid cash bonus) to be paid or provided to the Executive under this Agreement through the Date of Termination, any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any Contract Year ending before the Date of Termination which has been earned but remains unpaid) and no more.
(i) Before or Following a Change in Control . If after the initiation of discussions with a third party that ultimately result in a change of control or within twenty-four (24) months following a Change in Control, the Executive is (i) terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred percent (200%) of the Executive' s then-current target bonus payable pursuant to Section 5(c) , (iv) an amount equal to two hundred percent (200%) of the Executive' s Base Salary at the then-current rate of Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, including, without limitation, the 2005 Equity Plan, the Inducement Plan or the related award agreements, all equity incentive awards, including, without limitation, those granted pursuant to Section 6 hereof, which are then outstanding, to the extent not then vested, shall vest, and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the " Change in Control Severance Amount ." The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than ten (10) days following the Date of Termination. The Executive agrees to execute and deliver, at the time of termination of his employment, a general release in the form attached as Exhibit A . Payments pursuant to this Section 9(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9 .
(j) Date of Termination . The Executive' s Date of Termination will be (i) if the Executive' s employment is terminated pursuant to Section 9(b) , the date of his death, (ii) if the Executive' s employment is terminated pursuant to Section 9(c) , Section 9(d) or Section 9(e) , the date on which a Notice
of Termination is given, (iii) if the Executive' s employment is terminated pursuant to Section 9(f) , the date specified in the Notice of Resignation, (iv) if the Executive' s employment is terminated pursuant to Section 9(g) , the date specified in the Notice of Resignation or, if no Notice of Resignation is delivered, the last day of the applicable Contract Year, (v) if the Executive' s employment is terminated pursuant to Section 9(h) , the date specified in the Notice of Resignation ( provided that the Executive will deliver such Notice of Resignation to the Company not less than thirty (30) days before the Date of Termination specified therein) and (vi) if the Executive' s employment is terminated pursuant to Section 9(i) , the date specified in the Notice of Termination or the Notice of Resignation, as applicable.
(k) For the purposes of this Agreement, a " Change in Control" will mean any of the following events:
(i) An acquisition of any securities of the Company entitled to vote generally in the election of directors (the " Voting Securities" ) by any " person" (as the term person is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the " 1934 Act" )) immediately after which such person has " Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities; provided , however , that in determining whether a Change in Control has occurred, Voting Securities that are acquired in a " Non-Control Acquisition" (as hereinafter defined) will not constitute an acquisition that would cause a Change in Control. A " Non-Control Acquisition" will mean (i) an acquisition by an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a " Subsidiary" ), (ii) any acquisition by or directly from the Company or any Subsidiary, or (iii) an acquisition pursuant to a Non-Qualifying Transaction (as defined in Section 9(j)(iii) below);
(ii) The individuals who, on the Effective Date, constitute the Board of Directors of the Company (the " Incumbent Directors" ) cease for any reason to constitute at least a majority of such board, provided , that , any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board of Directors will be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (" Election Contest" ) or other actual or threatened solicitation of proxies or consents by or on behalf of any " person" (such term for purposes of this definition being as defined in Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board of Directors (" Proxy Contest" ), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, will be deemed an Incumbent Director; or
(iii) Consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company (a " Reorganization" ), or the sale or other disposition of all or substantially all of the Company' s assets (a " Sale" ) or the acquisition of assets or stock of another corporation (an " Acquisition" ), unless immediately following such Reorganization, Sale or Acquisition:
(A) The stockholders of the Company immediately before such Reorganization, Sale or Acquisition, beneficially own, directly or indirectly, immediately following such Reorganization, Sale or Acquisition, more than fifty percent (50%) of the combined voting power of the outstanding Voting Securities of the Company resulting from such Reorganization, Sale or Acquisition (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company' s assets or stock either directly or through one or more subsidiaries, the " Surviving Corporation" ) in substantially the same proportion as their ownership of the Voting Securities immediately before such Reorganization, Sale or Acquisition;
(B) The individuals who were members of the Incumbent Board immediately before the execution of the agreement providing for such Reorganization, Sale or Acquisition constitute at least a majority of the members of the board of directors of the Surviving Corporation; and
(C) No person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or any person who, immediately before such Reorganization, Sale or Acquisition, had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Voting Securities), has Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the Surviving Corporation' s then outstanding Voting Securities;
Any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in subparts (A), (B) and (C) of this Section 9(j) above will be deemed to be a " Non-Qualifying Transaction."
Notwithstanding the foregoing, a " Change in Control" will not be deemed to occur solely because any Person (the " Subject Person" ) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities of the Company as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increased the proportional number of shares Beneficially Owned by the Subject Person.
(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
(l) Delay of Payment Required by Section 409A of the Code . It is intended that (i) each payment or installment of payments provided under this Agreement will be a separate " payment" for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ) and (ii) that the payments will satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two-year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive' s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a " specified employee" (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments will be delayed until the date that is six (6) months after the date of the Executive' s " separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company. Any payments delayed pursuant to this Section 9(k) will be made in a lump sum on the first day of the seventh month following the Executive' s " separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h)) and any remaining payments required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive' s employment under this Agreement or thereafter provides for a "deferral of compensation" within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.
10.
Representations .
(a) The Company represents and warrants that this Agreement has been authorized by all necessary corporate action of the Company and is a valid and binding agreement of the Company enforceable against it in accordance with its terms.
(b) The Executive represents and warrants that he is not a party to any agreement or instrument which would prevent him from entering into or performing his duties in any way under this Agreement.
11. Assignment; Binding Agreement . This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement will inure to the benefit of and be enforceable by the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to ...
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