Transport Labor Contract/Leasing, Inc. & Subsidiaries - Page 14

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          exclusive lease agreement set forth a factor (factor)20 to which            
          TLC and each trucking company client agreed and which such client           
          was to multiply by the batch report lump sum amount in order to             
          calculate the lease fee that such client owed to TLC for each               
          driver-employee whom TLC leased to such client.                             
               The factor to which TLC and each trucking company client               
          agreed was intended to produce a lease fee sufficient to cover:             
          (1) The batch report lump sum amount with respect to each driver-           
          employee whom TLC leased to such trucking company client; (2) the           
          employer’s share of employment taxes on the gross wages to which            
          each such driver-employee was entitled; (3) workers’ compensation           
          insurance premiums attributable to the gross wages earned by each           
          such driver-employee; (4) other expenses that TLC incurred as               
          costs of earning such lease fee, e.g., expenses for sales repre-            
          sentatives and managers, legal and accounting services, and other           

               19(...continued)                                                       
          driver-employee was multiplied by the applicable factor (dis-               
          cussed below) to calculate the lease fee that each trucking                 
          company client owed TLC.                                                    
               20Pursuant to the exclusive lease agreement, TLC had the               
          right to modify the factor in the event Federal and State employ-           
          ment tax rates and/or workers’ compensation insurance rates                 
          changed.  From time to time, TLC modified the factor that it                
          charged each trucking company client in order to reflect changes            
          in TLC’s workers’ compensation insurance premiums.  TLC and each            
          trucking company client also had the right to modify the factor             
          if, inter alia, the information that TLC collected from a truck-            
          ing company client in order to substantiate the per diem amounts            
          that TLC paid to the driver-employees whom it leased to such                
          client changed (e.g., if a trucking company client reduced its              
          over-the-road trucking business).                                           





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Last modified: May 25, 2011