Performance-Based Compensation earned in a period of 12 months or more.

Blackbox shall issue a credit to BBTR, not to exceed 5% of the license fee paid by BBTR during the month for which a credit shall be applied, for any failure to deliver the Support services within the applicable Response or Repair Times, in accordance with the following formula:

Vesting Service. For purposes of clarity, [[Mr. Kanas:Person]]' provision of the services consistent with the terms of this Agreement during the Term shall constitute service for purposes of the continuous service requirement set forth in the agreements (the "Award Agreements") with respect to the unvested restricted share unit awards and performance unit awards listed on [Schedule I] attached hereto (the "Awards"). If during the Term, [[Mr. Kanas:Person]] is terminated by the Company other than for "Cause" (as defined below) or terminates due to [[Mr. Kanas:Person]]' death or "Disability" (as defined below), [[Mr. Kanas:Person]] shall have the same rights to vesting as applied under the Award Agreements upon a similar termination of service thereunder, subject to [[Mr. Kanas:Person]]' continued compliance with Sections 5 and 6 hereof. For the avoidance of doubt, from and after the Effective Date, any rights under the Award Agreements that entitle [[Mr. Kanas:Person]] to terminate for Good Reason (as defined in the Award Agreement) or upon expiration or due to non-renewal of the Employment Agreement and vest in such Awards shall cease and be of no further force or effect, and nothing contained herein shall modify the requirement that performance goals be satisfied in accordance with the terms of the Awards that are performance unit awards.

The Company will provide the Supplier with a Total Body Photography system, which shall be installed on Supplier computers and with photography equipment, and it will instruct the Supplier's employees on use of the system and photography.

Service Fee. As consideration for the Data Hosting Services performed by Service Provider, the Company shall pay Service Provider an amount (the “Service Fee”) equal to one hundred and ten percent (110%) of Service Provider’s Data Hosting Services Expenses. Data Hosting Services Expenses include equipment maintenance and depreciation expenses associated with the equipment utilized in the provision of the Services.

Service Contracts. A list, together with copies, of the Service Contracts;

Service Contracts. On or prior to 5:00 p.m. Chicago time on the last day of the Inspection Period, ​ will advise ​ in writing of which Service Contracts it will assume and which Service Contracts ​ requests that ​ deliver written termination notices at or prior to Closing, provided ​ shall have no obligation to terminate, and ​ shall be obligated to assume, any Service Contracts which by their terms cannot be terminated without penalty or payment of a fee unless ​ agrees in writing to reimburse ​ for such fee or termination penalty in conjunction with the Closing. ​ shall deliver at Closing notices of termination of all Service Contracts that are not so assumed. ​ must assume the obligations arising from and after the Closing Date under those Service Contracts # that ​ has agreed to assume, or that ​ is obligated to assume pursuant to this Section 4.7, and # for which a termination notice is delivered as of or prior to Closing but for which termination is not effective until after Closing.

Grantee’s Service. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate the Grantee’s Service as a Director or Employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services or employment of the Grantee.

General Rule: Unless otherwise provided in this Agreement, so long as the Participant continues to be employed by the Company or any of its Subsidiaries through the end of the Performance Period, the Participant shall, on the Performance Vesting Date (defined in Section 2(a)(ii) below), vest in and earn the number of Performance RSUs determined as set forth on [Exhibit A] hereto. If, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated for any reason, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof.

During the term of his employment under this Agreement, Employee shall devote substantially his full business time, energy and attention to the benefit and business of Employer as may be necessary in performing his duties pursuant to this Agreement, subject to the following sentence. Employee shall not provide services of a business nature to any other person except that Employee may engage in the Permitted Activities (as defined in Section 11(e)) provided that such activities do not significantly interfere with Employee’s performance of his duties hereunder. In order to maximize Employee’s efficiency and effectiveness for Employer, Employee may utilize the services of his executive assistant to assist Employee with de minimis personal matters.