Equity Arrangements On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive’s last date of employment with the Company that have not expired to become exercisable, or in the case of any then effective restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
Flexibility Arrangements 10.1 The Employer and an Employee may agree to make an individual flexibility arrangement to vary a term of the Agreement if the arrangement: (a) only varies the effect of (i) clause 47 Parental Leave (ii) clause 44 Compassionate Leave (iii) clause 46 Jury Service (b) meets the genuine needs of the Employer and Employee in relation to the matter mentioned in clause 10.1 (a) above: (i) is genuinely agreed to by the Employer and Employee; and (ii) is not inconsistent with section 55 of the Fair Work Act. 10.2 The Employer must ensure that the terms of the individual flexibility arrangement: (a) are about permitted matters under section 172 of the Fair Work Act; (b) are not unlawful terms under section 194 of the Fair Work Act; and (c) result in the Employee being better off overall than the Employee would be if no arrangement was made. 10.3 The Employer must ensure that the terms of the individual flexibility arrangement: (a) is in writing; (b) includes the name of the Employer and the Employee; (c) is signed by the Employer and the Employee (if the Employee is under the age of 18, signed by a parent or guardian of the Employee; (d) includes details of: (i) the terms of this Agreement that will be varied by the arrangement; (ii) how the arrangement will vary the effect of the terms; (iii) how the Employee will be better off overall in relation to the terms and conditions of his or her employment as a result of the arrangement; and (iv) states the day on which the arrangement commences. 10.4 The Employer must give the Employee a copy of the individual flexibility arrangement within fourteen (14) days. 10.5 Upon request by the relevant Employee/s, the Employer must provide copies of all flexibility arrangements made under this clause to the Union/Union Delegate/Employee Representative. 10.6 The Employer or Employee may terminate the individual flexibility arrangement by giving not more than twenty-eight (28) days’ written notice to the other Party to the arrangement; or if the Employer and Employee agree in writing at any time.
Individual Flexibility Arrangement 12.1 An Employer and Employee covered by this Agreement may agree to make an individual flexibility arrangement to vary the effect of terms of the Agreement if: (a) the arrangement deals with one (1) or more of the following matters: (i) arrangements for when work is performed; (ii) overtime rates; (iii) penalty rates; (iv) allowances; (v) leave loading; and (b) the arrangement meets the genuine needs of the Employer and Employee in relation to one (1) or more of the matters mentioned in subclause 12.1; and (c) the arrangement is genuinely agreed by the Employer and Employee. 12.2 The Employee may appoint a representative for the purposes of the procedure in this clause 12, including the Union. Except as provided in subclause 12.5(c), the arrangement must not require the approval or consent of a person other than the Employer and the individual Employee. 12.3 The Employer must ensure that the terms of the individual flexibility arrangement: (a) are about permitted matters under section 172 of the Act; (b) are not unlawful terms under section 194 of the Act; and (c) result in the Employee being better off overall than the Employee would be if no arrangement was made. 12.4 Where the Employee’s understanding of written English is limited, the Employer will take measures, including translation into an appropriate language, to ensure the Employee understands the proposed individual flexibility arrangement. 12.5 The Employer must ensure that the individual flexibility arrangement: (a) is in writing; (b) includes the name of the Employer and Employee; (c) is signed by the Employer and the Employee and, if the Employee is under 18 years of age, the Employee’s parent or guardian; (d) includes details of: (i) the terms of the Agreement that will be varied by the arrangement; (ii) how the arrangement will vary the effect of the terms; and (iii) how the Employee will be better off overall in relation to the terms and conditions of their employment as a result of the arrangement; and (e) states the date the arrangement commences 12.6 The Employer must give the Employee a copy of the individual flexibility arrangement within 14 days after it is agreed to. 12.7 The Employer or Employee may terminate the individual flexibility arrangement: (a) by giving no more than 28 days written notice to the other party to the arrangement; or if the Employer and Employee agree in writing – at any time.
Security Arrangements Infrastructure security of electric system equipment and operations and control hardware and software is essential to ensure day-to-day reliability and operational security. FERC expects the NYISO, the Connecting Transmission Owner, Market Participants, and Interconnection Customers interconnected to electric systems to comply with the recommendations offered by the President’s Critical Infrastructure Protection Board and, eventually, best practice recommendations from the electric reliability authority. All public utilities are expected to meet basic standards for system infrastructure and operational security, including physical, operational, and cyber-security practices.
Soft Dollar Arrangements On an ongoing basis, but not less often than annually, the Adviser will identify and provide a written description to the Board of all “soft dollar” arrangements that the Adviser maintains with respect to the Funds or with brokers or dealers that execute transactions for the Funds, if any, and of all research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party), if any, as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer.