Committee Responsibilities Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the following actions:
(i) To interpret the Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan;
(iii) To adopt, amend or terminate sub-plans established for the purpose of satisfying applicable foreign laws including qualifying for preferred tax treatment under applicable foreign tax laws;
(iv) To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;
(v) To determine when Awards are to be granted under the Plan;
(vi) To select the Participants to whom Awards are to be granted;
(vii) To determine the type of Award and number of Shares or amount of cash to be made subject to each Award;
(viii) To prescribe the terms and conditions of each Award, including (without limitation) the Exercise Price and Purchase Price, and the vesting or duration of the Award (including accelerating the vesting of Awards, either at the time of the Award or thereafter, without the consent of the Participant), to determine whether an Option is to be classified as an ISO or as a Nonstatutory Option, and to specify the provisions of the agreement relating to such Award;
(ix) To amend any outstanding Award Agreement, subject to applicable legal restrictions and to the consent of the Participant if the Participant’s rights or obligations would be materially impaired;
(x) To prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration;
(xi) To determine the disposition of each Award or other right under the Plan in the event of a Participant’s divorce or dissolution of marriage;
(xii) To determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business;
(xiii) To correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement;
(xiv) To establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; and
(xv) To take any other actions deemed necessary or advisable for the administration of the Plan. Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Awards under the Plan to persons subject to Section 16 of the Exchange Act. All decisions, interpretations and other actions of the Committee shall be final and binding on all Participants and all persons deriving their rights from a Participant. No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan or any Award under the Plan.
Audit Committee Review Prior to the earlier of the consummation of an initial Business Combination and the Liquidation, the Company’s audit committee will review on a quarterly basis all payments made by the Company to the Sponsor, to the Company’s officers or directors, or to the Company’s or any of such other persons’ respective affiliates.
Committee Rules Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.
Board/Committee Resignation Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates.
GRANTEE RESPONSIBILITIES To participate as a provider under this Contract, the Grantee must:
2.1 Ensure compliance with this Contract, including these Grantee requirements;
2.2 Ensure compliance with all applicable federal and state laws, rules, regulations, standards, guidelines, and policies in effect on the beginning date of this Contract unless amended, including, but not limited to, Texas Health and Safety Code Chapter 31;
2.3 Ensure compliance with all state and federal statutes and regulations, HHSC rules, policies, procedures, and guidelines governing the Program, included but not limited to, TAC Title 25, Part 1 Chapter 39, and - Subchapter A, §39.1 -§39.11. The foregoing rules in TAC Title 25 - as they relate to the Program may be further modified and revised- within their existing title- during the term of the Contract. In the event of such modifications or revision, Grantee shall be required to comply with said rules;
2.4 Ensure compliance at all times with the current Program Policy Manual that is available online and incorporated into this Contract as
Performance Monitoring
A. Performance Monitoring of Subrecipient by County, State of California and/or HUD shall consist of requested and/or required written reporting, as well as onsite monitoring by County, State of California or HUD representatives.
B. County shall periodically evaluate Subrecipient’s progress in complying with the terms of this Contract. Subrecipient shall cooperate fully during such monitoring. County shall report the findings of each monitoring to Subrecipient.
C. County shall monitor the performance of Subrecipient against the goals, outcomes, milestones and performance standards required herein. Substandard performance, as determined by County, will constitute non-compliance with this Contract for which County may immediately terminate the Contract. If action to correct such substandard performance is not taken by Subrecipient within the time period specified by County, payment(s) will be denied in accordance with the provisions contained in this Paragraph 47 of this Contract.
D. HUD in accordance with 24 CFR Part 570 Subpart O, 570.902, will annually review the performance of County to determine whether County has carried out its Community Development Block Grant (CDBG) assisted activities in a timely manner and has significantly disbursed CDBG funds and met the mandated “1.5 ratio” threshold. Subrecipient is responsible to ensure timely drawdown of funds.
Committee Representation The Union shall be granted representation on any committees that may be established to accomplish the aims of the Ohio Employee Assistance Program (E.A.P.).
Performance Management 17.1 The Contractor will appoint a suitable Account Manager to liaise with the Authority’s Strategic Contract Manager. Any/all changes to the terms and conditions of the Agreement will be agreed in writing between the Authority’s Strategic Contract Manager and the Contractor’s appointed representative.
17.2 The Contractor will ensure that there will be dedicated resources to enable the smooth running of the Framework Agreement and a clear plan of contacts at various levels within the Contractor's organisation. Framework Public Bodies may look to migrate to this Framework Agreement as and when their current contractual arrangements expire. The Contractor will where necessary assign additional personnel to this Framework Agreement to ensure agreed service levels are maintained and to ensure a consistent level of service is delivered to all Framework Public Bodies.
17.3 In addition to annual meetings with the Authority's Strategic Contract Manager, the Contractor is expected to develop relationships with nominated individuals within each of the Framework Public Bodies to ensure that the level of service provided on a local basis is satisfactory. Where specific problems are identified locally, the Contractor will attempt to resolve such problems with the nominated individual within that organisation. The Authority's Strategic Contract Manager will liaise (or meet as appropriate) regularly with the Framework Public Bodies' Contract Manager, and where common problems are identified, it will be the responsibility of the Contractor to liaise with the Authority's Strategic Contract Manager to agree a satisfactory course of action. Where the Contractor becomes aware of a trend that would have a negative effect on one or more of the Framework Public Bodies, they should immediately notify the Authority's Strategic Contract Manager to discuss corrective action.
17.4 Regular meetings, frequency to be advised by Framework Public Body, will be held between the Framework Public Bodies' Contract Manager and the Contractor's representative to review the performance of their Call-Off Contract(s) under this Framework Agreement against the agreed service levels as measured through Key Performance Indicators (KPIs). Reports will be provided by the Contractor to the Framework Public Bodies' Contract Manager at least 14 days prior to the these meetings.
17.5 Performance review meetings will also be held annually, between the Authority's Strategic Contract Manager and the Contractor's representative to review the performance of the Framework Agreement against the agreed service levels as measured through Key Performance Indicators. A summary of the quarterly reports will be provided by the Contractor at least 14 days prior to these meetings.
17.6 The Authority will gather the outputs from contract management to review under the areas detailed in the table below. Provision of management reports 90% to be submitted within 10 working days of the month end Report any incident affecting the delivery of the Service(s) to the Framework Public Body 100% to be reported in writing to FPB within 24 hours of the incident being reported by telephone/email Prompt payment of sub-contractors and/or consortia members (if applicable). Maximum of 30 from receipt of payment from Framework Public Bodies, 10 days target 100% within 30 days
PERFORMANCE MANAGEMENT SYSTEM 6.1 The Performance Plan (Annexure A) to this Agreement sets out –
6.1.1 The standards and procedures for evaluating the Employee’s performance; and
6.1.2 The intervals for the evaluation of the Employee’s performance.
6.2 Despite the establishment of agreed intervals for evaluation, the Employer may in addition review the Employee’s performance at any stage while the contract of employment remains in force;
6.3 Personal growth and development needs identified during any performance review discussion must be documented in a Personal Development Plan as well as the actions agreed to and implementation must take place within set time frames;
6.4 The Employee’s performance will be measured in terms of contributions to the goals and strategies set out in the Employer’s Integrated Development Plan (IDP) as described in 6.6 – 6.12 below;
6.5 The Employee will submit quarterly performance reports (SDBIP) and a comprehensive annual performance report at least one week prior to the performance assessment meetings to the Evaluation Panel Chairperson for distribution to the panel members for preparation purposes;
6.6 Assessment of the achievement of results as outlined in the performance plan:
6.6.1 Each KPI or group of KPIs shall be assessed according to the extent to which the specified standards or performance targets have been met and with due regard to ad-hoc tasks that had to be performed under the KPI, and the score of the employer will be given to and explained to the Employee during the assessment interview.
6.6.2 A rating on the five-point scale shall be provided for each KPI or group of KPIs which will then be multiplied by the weighting to calculate the final score;
6.6.3 The Employee will submit his self-evaluation to the Employer prior to the formal assessment;
6.6.4 In the instance where the employee could not perform due to reasons outside the control of the employer and employee, the KPI will not be considered during the evaluation. The employee should provide sufficient evidence in such instances; and
6.6.5 An overall score will be calculated based on the total of the individual scores calculated above.
Stock Plan Administration Service Providers The Company transfers participant data to Xxxxxx Xxxxxxx, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Participant’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Participant to receive and trade Shares. The Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Participant’s ability to participate in the Plan.
