Employment and Employee Benefits Matters (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance.
(b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time.
(c) Parent acknowledges and agrees that the consummation of the Merger shall constitute a “Change in Control” for purposes of each Company Plan listed in Section 6.5(c) of the Company Disclosure Schedule. From and after the Effective Time, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, each Company Plan listed in Section 3.10(a) of the Company Disclosure Schedule; provided, however, that nothing herein shall prevent the amendment, suspension or termination of any Company Plan pursuant to its terms or interfere with the Parent’s or Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law.
(d) Parent shall provide to Company Employees the severance benefits set forth in Section 6.5(d) of the Company Disclosure Schedule on the terms and conditions set forth therein, except with respect to any Person that is a party to a Change in Control Severance Agreement. Nothing contained herein shall prevent Parent from terminating the employment of any Company Employee.
ASSOCIATION AND EMPLOYEE RIGHTS A. The Association shall have the right to use ▇▇▇▇▇▇▇ school buildings and facilities provided such usage does not interfere with District operations. Requests will be submitted through the procedures established by the District and are subject to the provisions of Board Policy. Any costs above and beyond the building usage policy incurred through such usage shall be assumed by the Association.
B. The Association shall have the right to use District equipment (including copy machines, audio visual equipment, etc.) with the approval of the Superintendent or his/her designee. Any costs of materials incurred in such usage shall be assumed by the Association. Employees will also be provided all materials necessary to perform their expected duties.
C. Where possible, bulletin boards and mailboxes shall be made available to the Association and bargaining unit members in each building that bargaining unit members are assigned to.
D. Duly authorized representatives of the Association shall be permitted to transact official business on school property, provided that such business shall not interfere with normal operations. Representatives of the Association not employed by the District shall notify the supervisor of the affected employees of their presence.
E. The Association may request the Board place items of interest to it on the Board agenda. These items must be filed with the Superintendent one (1) week before each regular Board meeting, unless agreed otherwise by the Superintendent or his/her designee.
F. Upon request, the Superintendent and/or his/her designee shall meet with Association representatives, at agreed upon times, to discuss problems and concerns. At the request of the Association, at least one meeting shall be held each year.
G. The Board shall make lunchroom space available when possible, and lavatory facilities in each building where bargaining unit employees are assigned.
H. Telephone facilities shall be made available for staff use. Phone usage shall be for school-oriented business and/or personal business that cannot be conducted at another time. Unless the call is made collect or on the employee's telephone credit card, no long distance calls are permitted without supervisory approval.
I. Existing parking facilities shall be made available to bargaining unit members for their use.
J. The Association shall be notified in advance of any pending policy adoption affecting bargaining unit employees and shall have the opportunity to inform the Board of its opinion on the proposed policy. The Association shall have the opportunity to recommend areas in which policies might be adopted or changed.
K. Upon request, a bargaining unit member shall have the right to review the contents of his/her personnel file, excluding confidential pre-employment references. At the unit member's option, a representative of the Association may accompany the bargaining unit member in such review. Should the bargaining unit member disagree with the content of any item in the personnel file, he/she may have a written statement attached to the item.
Reporting Total Compensation of Recipient Executives 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if—
i. the total Federal funding authorized to date under this award is $25,000 or more;
ii. in the preceding fiscal year, you received—
(A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/answers/execomp.htm.)
2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term:
i. As part of your registration profile at ▇▇▇▇▇://▇▇▇.▇▇▇.gov.
ii. By the end of the month following the month in which this award is made, and annually thereafter.
Grantee Responsibility for System Agency’s Termination Costs If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to ▇▇▇▇▇▇▇’s failure to perform any work in accordance with the terms of the Grant Agreement.
NON-DISCRIMINATION IN HIRING AND EMPLOYMENT Competitive Supplier agrees to conduct its operations and activities under this ESA in accordance with all applicable state and federal laws regarding non-discrimination in hiring and employment of employees.