Stand-By Pay A. Definitions 1. “Stand-by status” is a condition of employment whereby an employee is designated by his/her department to be ready to be engaged in work. The employee must be in readiness to perform actual work when the need arises or when called. Employees on stand-by status are required to be available by telephone, radio, or pager when on stand-by. 2. “Stand-by pay” is the compensation paid to employees who are assigned to stand-by duty and who are required by their respective supervisors to remain available to report to work during and for a specified period of time beyond the employees’ assigned work period. B. Employees designated by a supervisor to remain available for work in a stand-by status shall be compensated at an hourly rate of fifteen percent (15%) of their regular hourly rate. C. An employee in authorized stand-by status must provide the Employer with a telephone number where the employee may be reached, or make himself or herself available and able to be contacted through a communication device (e.g. radio or pager). D. Assignment to authorized stand-by status includes the following conditions: 1. The requirement must be definite and the employee must be officially notified by the supervisor to remain on stand-by status; 2. The requirement must be continuous until such time as the employee is actually per- forming work, reporting for a scheduled work period, or specifically relieved from stand-by status; 3. Supervisors placing an employee on stand-by will advise the employee of the reason for the stand-by, and the approximate duration of the stand-by. When placed on stand-by an employee must be able to respond within a “reasonable period of time.” In determining what constitutes a “reasonable period of time” for a given employee to respond when in stand-by status, the Employer will take into consideration the distance of the employee’s residence from the location to which the employee must report, the time of day the employee is called back to duty (for the purpose of assessing traffic conditions), weather conditions, and other legitimate factors likely to affect the employee’s response time. Further, when the stand-by is lifted, the supervisor will re-contact the employee and so advice the employee. E. An employee shall not be eligible for stand-by pay while in callback, overtime or regular pay status. F. Once an employee on stand-by status is directed to report for duty, he or she shall be compensated at the overtime rate of time and one half for each hour of work performed. Once the employee has completed the work assignment, the overtime compensation rate will cease and the employee will be considered either back on stand-by (and compensated accordingly) or off stand-by status.
Stand-by The status of an employee who has been specifically assigned by an appropriate supervisor to remain available for call-in at home or any location employer has been made aware of such that the employee can be contacted by telephone to report to work immediately upon notification from employer.
Charter and Bylaws The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws.
Bound by Plan By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
Solicitation Exceptions/Deviations Explanation If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation.
Contractor Employee Conduct The Contractor’s employees shall adhere to the standards of conduct prescribed in the Customer’s personnel policy and procedure guidelines, particularly rules of conduct, security procedures, and any other applicable rules, regulations, policies and procedures of the Customer. The Contractor shall ensure that the Contractor’s employees wear attire suitable for the position, either a standard uniform or business casual dress.
Charter and By-Laws During the term of this Agreement the Company shall not, and the Shareholder Group shall not, and shall not facilitate any effort to, amend, alter or repeal, or propose the amendment, alteration or repeal of, any provision of the Charter or the By-Laws in any manner which is inconsistent with the terms of this Agreement. If at any time during the term of this Agreement the provisions of this Agreement shall conflict with the provisions of the Charter or the By-Laws, the parties shall use all reasonable efforts, consistent with their fiduciary responsibilities, to cause the provisions of the Charter and the By-Laws to be brought into conformity with the provisions of this Agreement.
Employee Conduct Employee covenants, warrants and represents that during the period of Employee’s employment with the Company, Employee shall at all times comply with the Company’s written policy as in effect from time to time on the acceptance of gifts and gratuities from customers, vendors, suppliers, or other persons doing business with the Company. Employee represents and understands that acceptance or encouragement of any gift or gratuity not in compliance with such policy may create a perceived financial obligation and/or conflict of interest for the Company and shall not be permitted as a means to influence business decisions, transactions or service. In this situation, as in all other areas of employment, Employee is expected to conduct himself or herself using the highest ethical standard.
Articles and Bylaws Operator represents that a true and accurate copy of its current Articles of Incorporation (“Articles”) and Bylaws have been provided to IPS prior to the execution of this Agreement. If Operator materially amends its Articles or Bylaws during the Term of this Agreement, it shall provide notice to IPS of such amendment, and a copy of the amended Articles or Bylaws, within thirty (30) days of the amendment.
Termination; Release (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.
