System Protection To prevent compromise of systems which contain DSHS Data or through which that Data passes:
a. Systems containing DSHS Data must have all security patches or hotfixes applied within 3 months of being made available.
b. The Contractor will have a method of ensuring that the requisite patches and hotfixes have been applied within the required timeframes.
c. Systems containing DSHS Data shall have an Anti-Malware application, if available, installed.
d. Anti-Malware software shall be kept up to date. The product, its anti-virus engine, and any malware database the system uses, will be no more than one update behind current.
Application of Takeover Protections The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Job Protection 15.9.1 Subject to 15.10 below, an employee returning from parental leave is entitled to resume work in the same position or a similar position to the one they occupied at the time of commencing parental leave. A similar position means a position:
(a) At the equivalent salary, grading;
(b) At the equivalent weekly hours of duty;
(c) In the same location or other location within reasonable commuting distance; and
(d) Involving responsibilities broadly comparable to those experienced in the previous position.
15.9.2 Where applicable, employees shall continue to be awarded increments when their incremental date falls during absence on parental leave.
TEACHER PROTECTION A. The teachers shall have the right to review those things in his/her personnel file to which he/she is entitled by Law. At the option of the teacher, a representative of the Association may be present for such review. Each file shall contain a record indicating reviewer and date of review, excluding school personnel official access for record maintenance.
B. The teacher may submit a written notation regarding any material and the same will be attached to the file copy of the material in question. If the teacher is asked to sign material placed in his/her file, such signature will be understood to indicate his/her awareness of the material but in no instance shall said signature be interpreted to mean agreement with the content of the material.
X. Any serious complaint made against a teacher by any parent, student, and other person will be promptly called to the attention of the teacher.
D. If a teacher is to be disciplined or reprimanded by the Board or its designee, he/she shall be entitled to have a representative of the Association present. That representative shall be the teacher's choice between the building representative or another Association officer.
E. Each teacher has the responsibility for maintaining proper student control and discipline throughout the school day as well as at school-sponsored activities where he/she is serving as a sponsor or chaperone. The teacher, however, has the primary responsibility for maintaining control and discipline in his/her classroom. The Board will give reasonable support and assistance to teachers with respect to maintenance of control and discipline. Whenever is appears that a particular pupil requires special attention, reasonable steps shall be taken to provide such attention. The teachers recognize that all disciplinary actions and methods invoked by them shall be in accordance with established Board policy.
F. Any case of assault upon a teacher which is related to a school-centered problem shall be promptly reported to the Board or its designated representative. If the assault was by a pupil or pupils, the Administration shall promptly investigate the matter and determine suitable discipline for the assaulting pupil. This decision shall be communicated to the teacher concerned. If the assault is by an adult, who is not a pupil, the Board its designee representative shall promptly report the incident to the proper law enforcement authorities.
G. A teacher may suspend a pupil from one (1) period, when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in that classroom intolerable. In such cases, the teacher will promptly (by the end of the school day) furnish the administrator or counselor full particulars of the incident. The teacher and the administration will cooperatively endeavor to achieve correction of student behavior through whatever avenues are reasonably available.
H. School administrators and teachers will endeavor to achieve correction of the students' misbehavior through counseling and interviews with the child and his/her parents when warranted.
Eye Protection Where an employee is required by the College or by legislation, in order to perform his/her duties, to acquire and wear prescription eye protection, the employee shall provide the College with proof of purchase by March 1 each year and the College shall reimburse to such employee, on the first pay day of April in each year, up to a maximum of twenty dollars ($20.00); in situations other than the foregoing, the College, may in its discretion, (which discretion shall not be unreasonably exercised) reimburse such expense where it is recommended by the health and safety committee constituted under the Occupational Health and Safety Act.
Anti-Dilution Protection (a) In the event, prior to the payment of this Note, Aspen shall issue any of its shares of Aspen Common Stock as a stock dividend or shall subdivide the number of outstanding shares of Aspen Common Stock into a greater number of shares, then, in either of such events, the shares obtainable pursuant to conversion of this Note shall be increased proportionately; and, conversely, in the event that Aspen shall reduce the number of outstanding shares of Aspen Common Stock by combining such shares into a smaller number of shares, then, in such event, the number of shares of Aspen Common Stock obtainable pursuant to the conversion of this Note shall be decreased proportionately. Any dividend paid or distributed upon Aspen Common Stock in shares of any other class of capital stock of Aspen or securities convertible into shares of Aspen Common Stock shall be treated as a dividend paid in Aspen Common Stock to the extent that the shares of Aspen Common Stock are issuable upon the conversion of the Note. In the event that Aspen shall pay a dividend consisting of the securities of any other entity or in cash or other property, upon conversion of this Note, the Holder shall receive the securities, cash, or property which the Holder would have been entitled to if the Holder had converted this Note immediately prior to the record date of such dividend.
(b) In the event, prior to the payment of this Note, Aspen shall be recapitalized by reclassifying its outstanding Aspen Common Stock (other than into shares of common stock with a different par value, or by changing its outstanding shares of common stock to shares without par value), or in the event Aspen or a successor corporation, partnership, limited liability company or other entity (any of which is defined as a “Corporation”) shall consolidate or merge with or convey all or substantially all of its, or of any successor Corporation’s property and assets to any other Corporation or Corporations (any such other Corporation being included within the meaning of the term “successor Corporation” used in the context of any consolidation or merger of any other Corporation with, or the sale of all or substantially all of the property of any such other Corporation to, another Corporation or Corporations), or in the event of any other material change in the capital structure of Aspen or of any successor Corporation by reason of any reclassification, reorganization, recapitalization, consolidation, merger, conveyance or otherwise, then, as a condition of any such reclassification, reorganization, recapitalization, consolidation, merger or conveyance, a prompt, proportionate, equitable, lawful and adequate provision shall be made whereby the Holder of this Note shall thereafter have the right to receive, upon the basis and the terms and conditions specified in this Note, in lieu of the securities of Aspen theretofore issuable upon the conversion of this Note, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of securities of Aspen theretofore obtainable upon conversion of this Note as provided above had such reclassification, reorganization, recapitalization, consolidation, merger or conveyance not taken place; and in any such event, the rights of the Holder of this Note to any adjustment in the number of shares of Aspen Common Stock obtainable upon conversion of this Note, as provided, shall continue and be preserved in respect of any shares, securities or assets which the Holder becomes entitled to obtain. Notwithstanding anything herein to the contrary, this Section 3(b) shall not apply to a merger with a subsidiary provided Aspen is the continuing Corporation and provided further such merger does not result in any reclassification, capital reorganization or other change of the securities issuable under this Note. The foregoing provisions of this Section 3(b) shall apply to successive reclassification, capital reorganizations and changes of securities and to successive consolidation, mergers, sales or conveyances.
(c) In the event Aspen, at any time while this Note shall remain outstanding, shall sell all or substantially all of its assets, or dissolve, liquidate, or wind up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation, or winding up such that the Holder of this Note may thereafter receive, upon exercise hereof, in lieu of the securities of Aspen which it would have been entitled to receive, the same kind and amount of any shares, securities or assets as may be issuable, distributable or payable upon any such sale, dissolution, liquidation or winding up with respect to each share of Aspen Common Stock; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to convert this Note shall terminate on a date fixed by Aspen, such date so fixed to be not earlier than 6:00 p.m., New York time, on the 30th day after the date on which notice of such termination of the right to convert this Note has been given by mail to the Holder of this Note at such Holder’s address as it appears on the books of Aspen.
OVERDRAFT PROTECTION To the extent permitted by law, You authorize Us to transfer funds from other Accounts You may have with Us in necessary multiples (or in such increments as We may from time to time determine) to Your Account to cover any overdraft. If You have a line of credit with Us, transfers will be made first from Your primary share Account, provided You have enough available funds in that Account, then from Your line of credit up to Your available credit limit, and then We may elect to pay such overdraft, subject to any preference You have indicated to Us for clearing any overdraft(s). Overdraft transfers are subject to a transfer fee. You hold Us harmless from any and all liability which might otherwise exist if a transfer does not occur.
INSURANCE PROTECTION A. The Board shall provide MESSA Plan 1 or Plan 2 described below by making payment of insurance premiums for a full twelve (12) month period each year of this Agreement for the teacher and his/her eligible dependents as defined by MESSA, subject to the provisions below.
B. Each teacher shall elect either Plan 1 or Plan 2, provided, however, that if a husband and wife are both members of the bargaining unit, one shall select Plan 1 and the other Plan 2. Part-time teachers shall receive the Plan 1 premium rate on a pro rata basis (e.g., a teacher employed for three days per week will receive three-fifths of the premium rate due to a full-time teacher eligible for the same coverage). Those part-time Teacher electing Plan 1 shall pay the difference between the prorated amount and the full cost of the appropriate health insurance by direct payment or payroll deduction.
C. The employer shall pay 80% of the total cost of the MESSA medical premium and deductible. 100% of the non-medical benefits. Additionally, the Board agrees to maintain this 80/20 cost-sharing provision during the life of this Agreement. Employees shall contribute 20% of the medical premium and the annual deductible. Employer shall fund 100% of the MESSA ABC Plan 1 annual deductible (minus the employees 20% contribution) to the employees’ Health Equity (HEQ) Health Savings Account (HSA) for each plan year. Deposits would be made in quarterly installments beginning on January 1, then April 1, then July 1, and the last installment on October 1 of each year. The District will fund the balance of the deductible due ahead of schedule for any member who incurs significant medical claims prior to receiving all four quarterly deposits. For teachers hired after January 1, the Employer will fund a percentage of the MESSA ABC Plan I annual deductible to the employees’ Health Equity” (HEQ) Health Savings Account (HSA) for each plan year equal to the percentage of the calendar year they work. Employee contributions shall be payroll deducted. Payments will start with the first pay date after the open enrollment period ends. The annual payment amount will be distributed equally throughout the remainder of the payroll dates for the school year through a qualified Section 125 plan and shall not be subject to withholding. The Employer’s qualified Section 125 plan shall include any and all of the provisions necessary for pre-tax contributions to employees’ HSA accounts. In the event an employee is not qualified for a Health Savings Account for any of the months of the deductible plan year, the employer shall contribute the negotiated amount of funding as set forth in the agreement to either a Flexible Spending Account (“FSA”) or a 403(b). Affected employees shall notify the employer where to contribute the money on or before December 15 of each school year. Employees may contribute, through payroll deduction and electronic transfer additional money towards their HSA up to the maximum amounts allowed by Federal Law. The parties understand that in the event the minimum deductible necessary for a medical plan to comply with HSA eligibility is increased beyond the current deductible level in MESSA ABC Plan 1, the deductible (and the Employer’s funding of the deductible) will automatically adjust to meet the federal minimum requirement.
D. Benefit Plan 1 Plan 2
1. Health Insurance MESSA ABC Plan 1 Deductible $1400/$2800 ABC Rx SO OL/OV/SV $0 Coinsurance
2. Long Term Disability MESSA Same as Plan 1 Coverage 66 2/3% of salary up to $7,500 monthly maximum 90 calendar days modified fill Pre-existing condition waiver Alcohol/drug (same as any other illness) Mental/Nervous (same as any other illness) Soc. Sec. Offset- Primary Own- Occupation 2 years COLA- No SS Freeze- Yes
3. Dental Insurance MESSA/Delta Dental Same as Plan 1 Coverage Diag & Prev – 80% Basic Services- 80% (X Rays) Major services 80% Annual Max- $1800 Orthodontics- 80% Lifetime Max- UCR Riders- 2 cleanings, AO
4. Life Insurance MESSA Negotiated Term Same as Plan 1 Life $45,000 with $45,000 AD&D, Waiver of Premium
5. Vision Insurance MESSA Vision Enhanced Same as Plan 1
6. Options Not Available Pursuant to the terms of the District’s Section 125 Plan, All teachers electing to take the Plan 2 option in lieu of medical insurance shall receive 80% of the amount of the single subscriber premium rate for the insurance plan provided to other members of the association. (prorated for part-time Teacher). Cash in lieu payments will start with the first pay date after the open enrollment period ends. The annual payment amount will be distributed equally throughout the remainder of the payroll dates for the school year. Any modifications of the Section 125 Plan which affect bargaining unit members will be subject to negotiations with the Association.
Call Protection In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.
PICKET LINE PROTECTION 1. All teachers covered under this agreement shall have the right to refuse to cross or work behind a picket line unless the same is declared illegal by the Labour Relations Board or the Courts. Failure to cross such picket line shall not be considered a violation of this agreement nor shall it be grounds for disciplinary action by the Board. Any teacher refusing to cross or work behind such a picket line shall be considered to be absent from work without pay.
2. The Board shall not request, require, nor direct teachers covered under this agreement to do work or carry out duties normally performed by employees engaged in a strike, or locked out, nor shall teachers request, require, or direct pupils to carry out such duties.
