Stock Plan Each stock option granted under any stock option plan of the Company (each, a “Stock Plan”) was granted with a per share exercise price no less than the fair market value per Common Share on the grant date of such option, and no such grant involved any “back-dating,” “forward-dating” or similar practice with respect to the effective date of such grant; each such option (i) was granted in compliance with applicable law and with the applicable Stock Plan(s), (ii) was duly approved by the board of directors (or a duly authorized committee thereof) of the Company or such Subsidiary, as applicable, and (iii) has been properly accounted for in the Company’s consolidated financial statements and disclosed, to the extent required, in the Company’s filings or submissions with the Commission and the Canadian Qualifying Authorities.
Incentive Program Members who are rated as either Level I, Level II or Level III in every phase of the Physical Fitness Test are eligible to participate in the Incentive Program.
OPTIONAL TWELVE-MONTH PAY PLAN 1. Where the Previous Collective Agreement does not contain a provision that allows an employee the option of receiving partial payment of annual salary in July and August, the following shall become and remain part of the Collective Agreement.
2. A continuing employee, or an employee hired to a temporary contract of employment no later than September 30 that extends to June 30, may elect to participate in an Optional Twelve-Month Pay Plan (the Plan) administered by the employer.
3. An employee electing to participate in the Plan in the subsequent year must inform the employer, in writing, on or before June 15. An employee hired after that date must inform the employer of their intention to participate in the Plan by September 30th. It is understood, that an employee appointed after June 15 in the previous school year and up to September 30 of the subsequent school year, who elects to participate in the Plan, will have deductions from net monthly pay, in the same amount as other employees enrolled in the Plan, pursuant to Article B.8.5.
4. An employee electing to withdraw from the Plan must inform the employer, in writing, on or before June 15 of the preceding year.
5. Employees electing to participate in the Plan shall receive their annual salary over 10 (ten) months; September to June. The employer shall deduct, from the net monthly pay, in each twice-monthly pay period, an amount agreed to by the local and the employer. This amount will be paid into the Plan by the employer.
6. Interest to March 31 is calculated on the Plan and added to the individual employee’s accumulation in the Plan.
7. An employee’s accumulation in the Plan including their interest accumulation to March 31st shall be paid in equal installments on July 15 and August 15.
8. Interest earned by the Plan in the months of April through August shall be retained by the employer.
9. The employer shall inform employees of the Plan at the time of hire.
10. Nothing in this Article shall be taken to mean that an employee has any obligation to perform work beyond the regular school year.
Option Plan This Option is subject to certain additional terms and ----------- conditions set forth in the Plan pursuant to which this Option has been issued. Optionee acknowledges receipt of a copy of the Plan on file with the Secretary of the Company and, by acceptance hereof, agrees to and accepts this Option subject to the terms of the Plan. Except as otherwise defined herein, defined terms used in this Agreement shall have the meaning ascribed thereto in the Plan.
Management Incentive Plan “Management Incentive Plan” shall mean the Company’s bonus program, as implemented by the Company’s board of directors from time to time and pursuant to which the Executive may receive incentive-based compensation at fiscal year end.
Incentive Plan During the Term, the Employee shall be eligible for incentive compensation in accordance with the following incentive plan (the “Incentive Plan”). Shortly after the beginning of each calendar year, the Company’s Board of Directors will establish a target of the Company Net Income (as defined below) for such calendar year (the “Annual Net Income Target”). In no event shall Employee earn any amount under the Incentive Plan for any calendar year during the Term unless the actual Company Net Income for such calendar year equals or exceeds ninety percent (90%) of the Annual Net Income Target for such calendar year. The threshold referred to in the immediately preceding sentence shall hereinafter be referred to as the “Annual Net Income Threshold.” For all purposes of this Employment Agreement, “Company Net Income” shall mean the net income of the Company and its subsidiaries on a consolidated basis, determined in accordance with generally accepted accounting principles consistently applied, as adjusted to exclude (x) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred by the Company and its subsidiaries other than in the ordinary course of business, including but not limited to losses or expenses resulting from redemptions or repayments of indebtedness, or modifications or amendments of the Company’s credit facility, in each case net of related tax benefit, and (y) other appropriate items as determined by the Board of Directors or the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”). The amount payable under the Incentive Plan to Employee for each full calendar year during the Term shall equal the Base Salary actually paid to the Employee for such calendar year multiplied by the sum of the Department Performance Percentage and the Company Performance Percentage (as determined below) for such calendar year. Not later than March 15 of each calendar year, the maximum percentages for each of the Department Performance Percentage (the “Department Maximum Performance Percentage”) and the Company Performance Percentage (the “Company Maximum Performance Percentage”) shall be established by the Compensation Committee for such calendar year within a range of forty percent (40%) and sixty percent (60%); provided that the sum of such percentages shall equal one hundred percent (100%) each calendar year. If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for the calendar year 2008, each of such percentages shall be fifty percent (50%). If the Compensation Committee shall not timely establish either or both of the Department Maximum Performance Percentage or the Company Maximum Performance Percentage for any future calendar year during the Term, the respective percentages that were applicable for the prior calendar year shall apply for such calendar year. The sum of the Department Performance Percentage and the Company Performance Percentage for each calendar year shall be referred to herein as the “Incentive Percentage.” For each calendar year the maximum Incentive Percentage shall be one hundred percent (100%).
Amendment of Option This Agreement and the terms of the Option may be amended by the Board or the Committee at any time (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable due to any addition to or change in the Code or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of WGNB and the Grantee.
EXIT PLAN The Supplier shall, within three (3) Months after the Contract Commencement Date, deliver to the Customer an Exit Plan which: sets out the Suppliers proposed methodology for achieving an orderly transition of the Goods and/or Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract; complies with the requirements set out in paragraph 5.3 of this Contract Schedule 10; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such Dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Goods and/or Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Goods and/or Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Contract Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Goods and/or Services will be available for such transfer); proposals for the training of key members of the Replacement Suppliers personnel in connection with the continuation of the provision of the Goods and/or Services following the Contract Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Goods and/or Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Goods and/or Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Goods and/or Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Goods and/or Services and materials; procedures to deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 10 (Staff Transfer); how each of the issues set out in this Contract Schedule 10 will be addressed to facilitate the transition of the Goods and/or Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Goods and/or Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Goods and/or Services.
Incentive Plans During the Term of this Agreement, Executive shall be entitled to participate in all bonus, incentive compensation and performance based compensation plans, and other similar policies, practices, programs and arrangements of the Company, now in effect or as hereafter amended or established, on a basis that is commensurate with his position and no less favorable than those generally applicable or made available to other executives of the Company. The Executive's participation shall be in accordance with the terms and provisions of such plans and programs. Participation shall include, but not be limited to:
Bonus Plan Such bonus, if any, as shall be determined upon the recommendation of the CEO by the Board (or any designated Committee of the Board comprised solely of independent directors), shall be paid in accordance with the terms and conditions of the bonus plan established for the Company (“Bonus Plan”).
