text:
Essays and criticism on henry david thoreau - thoreau, henry david. Two major biographies of thoreau are the days of henry thoreau by walter harding (1965) and henry david thoreau: a life of the mind by robert d richardson, jr (1986) a valuable reference for the details of thoreau’s life is the thoreau log: a documentary life of henry david thoreau 1817-1862 by raymond r borst (1992. Free essay: civil disobedience is one of henry david thoreau's most famous essays one of the major problems most critics see with this essay. In the essay “civil disobedience,” author henry david thoreau states that a government rarely proves itself useful, as it is often backed up by.
Henry david thoreau (1817-1862), american transcendentalist, philosopher, abolitionist, naturalist, essayist, and poet wrote walden or, life in the woods (1854) the mass of men lead lives of quiet. Thoreau's major essays annotated and introduced by one of our most vital intellectuals with the essays of henry d thoreau , lewis hyde gathers thirteen of thoreau's finest short prose works and, for the first time in 150 years, presents them fully annotated and arranged in the order of their composition. Watch video henry david thoreau was born on july 12, 1817, in concord, massachusetts he began writing nature poetry in the 1840s, with poet ralph waldo emerson as a mentor and friend in 1845 he began his famous two-year stay on walden pond, which he wrote about in his master work, walden. The major essays of henry david thoreau has 16 ratings and 3 reviews elizabeth said: the transcendentalist unit in honors english last year was the most. Henry david thoreau (1817–1862) is a seminal contributor to american environmental thought arguably, emerson is a cultural critic extolling the values of the intellectual life, and thoreau is a nature philosopher exalting the value of wild nature (see especially thoreau’s essay “walking”.
Henry david thoreau (1817–1862) was an american philosopher, poet, and environmental scientist whose major work, walden, draws upon each of these identities in meditating on the concrete problems of living in the world as a human being. Henry david thoreau was an american writer, poet and a transcendentalist thinker, most famous for his classic book ‘walden. Essay about transcendentalism: ralph waldo emerson and henry david thoreau ralph waldo emerson and henry david thoreau were two writers during the transcendentalism era their beliefs, such as simplicity, self-reliance, and nature, are still relevant in our society today henry david thoreau was a firm believer that people spend too much.
Thoreau, emerson, and transcendentalism buy major themes thoreau's civil disobedience library edition of walden and other writings of henry david thoreau. Buffalo and erie county public library catalog enter your search terms in the box above, then click find to begin your search.
Find out why henry david thoreau went to the contemplative essays, thoreau was a major critic of progress henry david thoreau: america's favorite rebel. Essay on henry david thoreau's integrity 604 words | 3 pages henry david thoreau's integrity although his actions were admirable and act as evidence to integrity, the writings of henry david thoreau and emerson reveal a haughty and pretentious individual thoreau's courage was noble. 37 quotes from civil disobedience and other essays: ‘the mass of men lead lives of quiet desperation ― henry david thoreau, civil disobedience and other essays. Henry david thoreau (1817-1862) was an american author, poet, natural philosopher, and a leading figure in the transcendentalist movement his popular book, walden (1854), was an autobiography depicting his experiences in the woods on walden pond in massachusetts.
Thoreau's major reform essays, walking essays, and natural history essays major essays by henry d thoreau: an essay about a journey thoreau took with richard fuller, from concord to the summit of mount wachusett located in princeton, massachusetts an essay that deals with relationship with nature. How can the answer be improved. Walden or, life in the woods henry david thoreau the following entry presents criticism of thoreau's essay collection walden or, life in the woods (1854) see also henry.
Major thoreau sites and other sites thoreau institute site extensive materials on thoreau's life and digital collection of his writings, including his correspondance the writings of henry david thoreau. This is the only current work where you'll find all of thoreau's major essays in one volume includes thoreau's reform essays, walking essays and his natural history essays. Myerson, ed, critical essays on henry david thoreau's walden (boston: g k hall, 1988) leonard n neufeldt, the economist: henry thoreau and enterprise (oxford: oxford university press, 1989) sherman paul, the shores of america: thoreau's inward exploration (urbana: university of illinois press, 1958. Extensive site devoted to the writings, philosophy, life of henry david thoreau created by the writings of henry d thoreau, definitive edition of thoreau's works, directed by elizabeth hall witherell. Thoreau's major essays annotated and introduced by one of our most vital intellectualswith the essays of henry d thoreau, lewis hyde gathers thirteen of th.

domain: library


text:
Category Archives: Seed Starting
Last summer was the first in three that I had any success with growing tomatoes – so much so that I DID win (at least, I am claiming victory) Continue reading
Time to start seed shopping – I finished going through and tossing old seeds. I think it is save to get rid any packed for sowing prior to 2010. Just saying… Continue reading
I’ve been meaning to write about this for about 10 days, but soccer and football and ‘back to school’ took over.
As you know, I always get a late start to my garden because of wet springs – typical here; too large a yard and a need Continue reading
With water already boiling on the stove, I picked the first four ears of our much anticipated Silver Queen Corn. It’s officially the only kind we grow due to not wanting to risk cross-pollination. To assure good pollination, you need … Continue reading
Didn’t make it out to the garden this evening due to thunderstorms late afternoon and a work appointment at 6pm. Thought I would get there but didn’t eat until 8:40 so daylight ran out.
I’ve sworn to myself that I would keep ahead of the weeding this year. It is usually the hopelessness of ever catching up with them that leads to my letting the garden fail. So, I worked hard to get most of my beds mulched with grass clippings with the exception of the melons/squashes and pumpkins – which I should be able to do tomorrow evening after the boys cut the lawn. Now that the corn is up, I can finish mulching around the seedlings and not just between the rows, as it is now covered. That leaves the areas where I planted seeds directly that I am still waiting on: sunflowers, herb triangles, and the cutting flowers bed.
It is the flower bed that I am most concerned about and where I have been spending my time. Wanting a totally loose, cottagy feeling, I made a flower ‘mesclun’ blend of two cosmos, cleome, bells of Ireland, cornflowers and a zinnia that did little for me a couple of years ago but I still had the packet of leftover seeds, so I tossed them in. Really wished I had ordered some nicotiana to add to the mix. I then scattered the whole lot over the 4′ x 10′ bed.
(If this works as I hope, I will plan better for next year – more varieties and more of seeds of each… See, the invasive gene again seeping into my planning – I can’t help myself!)
Of course, the watering needed to germinate the new seeds worked its magic on the dormant weed seeds first. Not knowing what all the good seedlings would look like (cosmos and bells of Ireland are fairly distinctive if you have grown them before), I set out to pull only known weeds – there are three that I see every year but I really don’t know what they are. I don’t typically spend a lot of time learning what they are unless really provoked, like with wintercress – long story.
After tonight’s rain and a day of no weeding, I will really need to be committed tomorrow evening!
As to the sunflowers and herbs, I have resolved to do the following if things head south:
- Purchase a few herbs from final sales and then mulch if no seeds come up
- Solarize the sunflowers bed if nothing germinates (details to follow, if I have to go that route).
I didn’t want to admit it, but before I had that moment of clarity that explained my reluctance to face Big Garden, I didn’t think I would ever see it like this again.
I probably should have taken a ‘before’ to fully explain the difference. Maybe I should interview my new neighbors who moved in last fall when it was at its worst and see IF they ever thought it would look this tidy?!
Surely not, if even I lacked faith!
Last weekend, I was still battling with the clean up after tilling and reforming the beds and the paths plus the weeds. After Saturday, everything is in but the marigold seedlings.
What you see in the foreground are the chives bordering the left side – the marigolds go in between. The first dirt beds are arugula on the right and heat wave mesclun on the left with okra to their left followed by the asparagus bed that has ended for the season. Behind them are the tomatoes and just beyond on the right are the new blackberries with the triangular herbs surrounding the chives/alium diamond. (Still need to convince MacGuyver to make that tutuer I found on Pinterest to replace the defunct bird path.)
This behind the scene shot shows the backside of Big Garden where the sprawling crops grow. Stage right is the pumpkin patch; its’ 10′ x 12′ bed (I am adjusting measurements as I realize I have under-estimated in some cases) probably isn’t really big enough for the 5 varieties I have sown, but we will make it work. We typically get a nice number of pumpkins – not enough to sell, but more that we would ever buy and we have a fun Halloween display.
To the left is where the corn – always Silver Queen – was sown last night. We had a three-man team working this and it was the most pleasant experience to date. Usually, it is back-breaking! Significant Other (he is only really interested in the Better Boys and the Silver Queens) put in sticks at each end at 2′ intervals and then laid a tape measure between so that Thing Two could use the dibber to make holes every 6 inches. ‘SO’/MacGuyver dropped a seed and then I, suddenly and unceremoniously referred to as ‘Dirt Woman’ (really, no reference to my Kindle book list, I swear!) plopped loose dirt over each hole. We got 232 seeds sown in no time.
And just to the left of that bed are the squashes and melons: acorn and spaghetti squash, zucchini, and cantaloupe and a yellow watermelon.
The two back edges that are not the corn bed will be bordered with REALLY tall sunflowers – 12-18 feet. When and where did I purchase those seeds? Insane!
What you can’t see if the left half of the front beds. More to come…
It’s been an eventful week including storms that prevented sowing the seeds after the tomato and pepper plants were successfully planted last weekend.
Two days ago, I did sow Arugula and a Heat Wave blend of lettuces. After watering the soil, I scattered the seeds and then dusted with a fine layer of loose dirt and watered again. I was hoping the damp soil would ‘glue’ them in place and the loose dirt was recommended on the packages.
Still, with the heavy rains yesterday, I am concerned that the little seeds are now in the pathways instead of their newly minted raised beds. Will be watching.
And, yes, I know lettuces are better as a cool crop, but you already know my sad song about not getting to plant earlier. I am trying to promise myself to plant a late crop and should really go order the seeds now to force myself to really do it. Note to self…
Tonight I planted what I hope will become 7 okra plants and that I can keep the deer away. When left alone, okra grows really well in my zone 6 garden but I find I need several plants to have enough 3″ pods to really use for one meal. They tend to grow quickly and if they get much longer than that, they get tough and stringy, and dry. Which, if you are familiar with their usual goey-ness, is probably surprising. My kids love them since I introduced them as ‘stars’ when they were little.
Let me assure you that if you let little kids help grow them, they won’t have any preconceived notions of what is good or bad. I could get you to eat Brussels’ sprouts too, if I started when you were two.
And while I do agree that asparagus from the store may be more inclined to a mature palate, if you grow your own and pick them while pencil thin, they are so sweet they don’t even need to be cooked. In fact, they are a nice addition to a tossed salad.
Random musings aside, this is what goes in tomorrow night:
- 10′ x 10′ bed of Silver Queen corn – the ONLY kind we ever grow
- 10′ x 10′ bed of 4-6 varieties of pumpkin including a variety that produced nearly competition sized pumpkins
- 10′ v 10′ bed of watermelon, cantaloupe, and zucchini
After that, I have two 4′ x 9′ beds, one to hold cutting flowers such as cornflower, bells of Ireland, cosmos, cleome, larkspur, and another of various sunflowers.
Finally, I have to do the triangular herb beds: one has a borage volunteer already in place. The others will likely get basil, dill, cilantro and any plants I get cheap.
I still have to figure out the addition of blackberries but that is for another story.
Finally, I have about 40 marigolds to go in in between the chives borders – anything to beat back the deer and the nematodes…
My significant other doesn’t help with Big Garden much but he can be counted on to do the tilling and today, he got up and went to his father’s to borrow their tiller. By the time I got up after sleeping in (he forgot to bring me my coffee – to my bed – something I trained him to do years ago), the beds were all tilled but the dead weeds in the pathways still need much work.
Since I was functioning without caffeine, I didn’t immediately notice that one of my Better Boy tomatoes had disappeared and found itself planted in a white 5 gallon bucked inside the pool fence! Can I call it or what?! This is what being with someone for 25 years does…
Now it was up to me to pull all the loosened dirt into the squares, rectangles, triangles, and diamonds that make up the layout of the garden.
I am realizing from this picture that I need to pull compost gold out and add to the beds as the piles of dirt are dwindling. (Since I wasn’t there for the tilling, I didn’t get to direct how deep and wide to go, but compost is always a good addition!)
While I work on that, Donny says he will weed whip the dried up weeds into non-existence in the pathways.
Hopefully, we will get the tomatoes and peppers in tomorrow as well as cut back the rest of the chives – working on that theory that their smell will deter deer. I did spray the borders with Liquid Fence and found a shaker can of Deer Away to try too.
I got an email from Burpee that my seeds shipped Friday, so it will be evenings this week when I get the corn in.
Still and all, we are a little ahead of most years. If I get everything planted, next weekend is all about tearing apart that perennial border.
So, I’ve admitted to being a garden slacker. I’m intending to mend my ways but I got another reminder of why the old ways don’t work.
In the good old days, when gardening was new and I was learning, I poured over every catalog that came my way. It took me a while to get over being ready to order every “garden kit” that showed beautiful cartoon-like drawings of what my garden could look like.
In fact, I almost fell for a few before I kept reading and learning and soon, thankfully, realized that the plants shown would never bloom at the same time and so, therefore, my garden would never look like the proposed selection.
That was a particularly hard lesson to learn. But, I got past it and while it meant I needed to learn a lot more about colors, heights, and blooming times not to mention, sun requirements, I was learning.
Until I got frustrated and shut down. I realize that now.
SO, going forward, I will NOT just pick up a plant that looks interesting. I will actually PLAN what goes into a Perennial Border, just as I have always done with the Vegetable Section.
But, here is the lesson from today: I wanted to order some seeds for direct sowing and waited too long – most were out of stock.
Lack of inspiration led to procrastination and now disappointment.

domain: agronomy


text:
Do you really want to send ryano a message saying you like their work?
County in the south of Ireland. The city of the same name is the Republic of Ireland's fifth largest. Home of the world famous Waterford Crystal.
Log in or register to write something here or to contact authors.
Need help? firstname.lastname@example.org

domain: geography


Initiation of process approved at Area Committee yesterday…
Ref: RH 4414/2010 Date 24th November 2010
Proposal to initiate the procedure for the taking in charge of Vernon Wood, Vernon Avenue, Clontarf, Dublin 3
A request was received from the owners/occupiers to initiate procedures for the taking in charge of the above estate. It is intended that the roads and footpaths in the estate, as indicated on the attached Drawing No R.M.25740 be taken in charge.
The Planning Department by order G12987 recommends that the formal procedure be initiated to have the development known as Vernon Wood, Vernon Avenue, Dublin 3 taken in charge by Dublin City Council.
It is recommended that the North Central Area Committee now agree to the initiation of procedure under Section 11 of the Roads Act 1993 as set out in Subsections 4 and 5 of Section 180 Planning and Development Act 2000 to declare the roads and footpaths indicated on Drawing R.M. 25740 to be public roads and footpaths in order that the process can be recommended to the City Council.


text:
26 Feb Random Acts of Kindness for Kids
Acts of kindness for kids can sometimes be a challenging quality to instill because it requires time, consistency, and effort. Fortunately, even small, random attempts can be enough to make a difference.
The concept of random acts of kindness is one that has been around for a long time but has recently been gaining traction.
It is a fairly simple idea. You just take any opportunity to do something nice for someone else without any planning or preparation.
The gesture does not need to be grand or flashy. It can be something as simple as helping someone with their groceries or even giving directions.
These are things that you can teach your child that will then have a profound effect on his life. In a research conducted by Lee Rowland and Oliver Scott Curry, acts of kindness can literally boost children’s happiness.
Results indicate that performing kindness activities for seven days increase levels of happiness. In addition, they also found out that there is a positive correlation between the number of kind acts and increases in happiness.
What are Random Acts of Kindness?
While the core premise behind the concept of random acts of kindness might seem simple enough to understand, it can be a little challenging when it involves teaching kids.
From the outset, you are basically dealing with a practice that builds your child’s awareness of what kindness even is and what qualifies as such.
And once you have overcome that hurdle, you will then need to motivate them to actually do random acts of kindness.
As the University of California, Riverside psychology professor, Dr. Sonja Lyubomirsky recently said in an interview, “If you’re helping too much, and you’re not really taking care of yourself, you might feel exploited or you might feel like it’s a burden.”
That is what random acts of kindness means.
Why Random Acts of Kindness Matter?
Random acts of kindness differ from other forms of kindness in that it is spontaneous and can happen completely without foresight on the part of your child.
If an opportunity to be kind is presented to them at that moment and they act on it, this means that the instinct to do so has been ingrained into them.
However, why exactly does this even matter?
Can’t your child just be nice and participate in things like clean-up drives, charity work, and the like?
To start with, being able to easily do genuine random acts of kindness is a good indicator that he is a truly good person and that he has a good moral compass. This quality also exemplifies desirable traits like:
Another reason why teaching your child to be kind regardless of the time or place is that it can be his lifeline if his world comes crumbling down on him.
One moment of selfless sacrifice for someone else can help pull him up even if he is at his lowest.
This is because humans are innately social creatures and helping each other is crucial to the survival of the species.
And this is also why helping other people can feel so rewarding.
How to Teach Random Acts of Kindness
One of the best ways for kids to learn how to act kindly even without prompting is for parents to lead by example.
If you yourself are seen by your kids to offer help to your neighbors, strangers, or even to animals, they are much more likely to do the same things.
Using their impressionable nature to instill values that you want then to learn by showing how it is done on a regular basis is an incredibly effective method.
Raising a kind child who knows when to step in to help someone is a huge achievement for any parent. As long as you are willing to try, there are solutions that you can turn to.
Examples of Acts of Kindness
Doing random acts of kindness is one of the best activities that your kids can do with you. It’s a great way to bond as a family and most importantly, it teaches kids about compassion, generosity, and graciousness.
Here are 20 acts of kindness for kids that you and your family can do together.
These are just a few examples of how kids can learn to be kind even without being prompted.
The most important point is to be consistent and remind your kids that any act of kindness no matter how big or small can make a huge difference to anyone.
Related: 10 Ways to Foster Gratitude in Kids

domain: sociology


text:
Thailand is considering applying to join the 11-nation trade deal that was initiated by ex-president Obama but abandoned by President Donald Trump on his first day in office.
Negotiations over the deal were concluded in January by the countries -- Singapore, Brunei, Malaysia, Vietnam, Australia, Mexico, Canada, Peru, Chile, Japan and New Zealand -- who together account for about 13% of global gross domestic product. The members are expected to sign the text of the agreement next month in Chile.
"It's one of the hot issues being debated within government right now," said Somchai Swangkarn, the government's chief whip in the National Legislative Assembly, during an interview last week. "The government wants to sign, but there are a few that oppose."
"The Thai government had the intention of signing initially, but when the US withdrew, we had to stop and reconsider," Mr Somchai said.
On Wednesday, Mr Trump said he was willing to negotiate re-entry into the pact by the US.
US Treasury Secretary Steven Mnuchin said on Tuesday he had "begun to have very high-level conversations" on the Trans-Pacific Partnership (TPP), and rejoining the regional trade pact is an option for President Trump.
"Thailand ought to join," Deborah Elms, executive director of the Asian Trade Centre, an advisory group based in Singapore, said in an email. "Once the agreement moves ahead after signature next week, many countries are likely to re-look at joining."
According to Elms, the trade pact gives member countries access to benefits such as zero tariffs, better services, investment and protection for intellectual property rights, as well easier movement of goods across borders into other member countries.
"For anyone involved in supply chains, especially, TPP is a no-brainer," Elms said.
The regime's deputy spokesman Werachon Sukhondhapatipak said Thailand was considering the issue.
"Thailand will not rule out the idea of joining," he said at a media briefing last week. "We are making a study of the impact on Thai private sectors."
Each member can expect the Comprehensive and Progressive Agreement for Trans-Pacific Partnership to provide additional growth in national income of about 1% on average by 2030, according to an analysis by Professor Shujiro Urata of Waseda University in Tokyo.
It is an open agreement with the flexibility to include other countries. In addition to faltering interest by Thailand, Indonesia, South Korea, the Philippines, and Taiwan have expressed interest in joining. TPP excludes China by design.
In order to join, prospective members would have to win the individual agreement of each of the pact's member countries.
According to a study by the Peterson Institute for International Economics, a trade deal that added Indonesia, Korea, the Philippines, Taiwan, and Thailand would generate income gains of $449 billion globally, and $486 billion for the member countries.
Thailand is actively involved in a separate agreement, the Regional Comprehensive Economic Partnership. It is a proposed free-trade agreement initiated by the Association of Southeast Asian Nations and China that would also include India and Japan.

domain: news


text:
Julia Bruce received a theatre degree from Simon Fraser University and then worked as a "serious" actor, director and writer. After a few years of this, Julia decided to leave the sodomy plays behind and focus on comedy. She moved to Toronto where she completed the Post Graduate Comedy program at Humber College where she won the Phil Hartman Award, which is given to the top student.
In February 2006 she beat out 1300 people to be featured in the Comedy Network's Corner Gas Comic Genius contest and was featured in the August issue of Chatelaine magazine as one of Canada's prominent female comedic talents. She has also appeared on NBC's Last Comic Standing and CBC's The Second City's Next Comedy Legend.
Julia works for Yuk Yuk's touring across Canada and has performed at numerous shows in New York. In 2010 she appeared at LAFF in Austin, TX.
You can see Julia's interview on The Being Frank Show on December 23, 2011 here: www.beingfrank.ca
She also appeared on the Rogers Cable show Kevin's Basement, and was interviewed by Joel Buxton www.joelbuxton.com under shout-outs.
And finally, Julia just did a Mini-Wheats commercial that involved hidden camera's, an ear piece, and a lot of wonderfully unaware victims. Check it out: https://youtu.be/J3g0I0fZ4tE
Thanks for stopping by. You look pretty in that top.

domain: entertainment


- kg mode - weighs the load during the first four minutes and adjusts the length of the programme and the water consumption accordingly
- rapid wash cycles - 3 cycles under 60 minutes (44, 30 and 14) which ensure that your clothes are thoroughly cleaned in the quickest time possible
- nfc connected - connect via the app on your android smartphone to download additional cycles, start cycles and run diagnostic checks
- variable spin and temperature - allows you to adjust the spin speed and temperature on all cycles to suit the load
- stain level - adjust the stain level depending on how soiled the items in the wash are. there are 3 levels available.
- Installation type: Freestanding; Connector type: Water Line and Drain
Details: This Candy washing machine from the Smart range comes with a 9kg load capacity, a 1400 spin speed, and an A+++ energy rating. There are 14 wash cycles to choose from, including 4 cycles below 60 minutes. KG mode weighs the load during the first four minutes and adjusts the length of the programme and the water consumption accordingly. This machine also comes with the option to delay the cycle start time for up to 24 hours. Variable spin and temperature settings allow you to adjust the spin speed and temperature on all cycles to suit the load and the steam function relaxes the folds and creases, making ironing easier. Fitted with NFC technology, you can connect your android smartphone to the machine, giving you the ability to download additional programmes and run diagnostic checks on your machine.
Package Dimensions: 35.0 x 25.6 x 22.0 inches


text:
I’ve been writing gardening articles for the Star Tribune for more than 30 years. I think it’s time to bow out. Rather than passing on any final words of wisdom, I’m going to share the names of a few of my favorite plants.
Updated: July 15, 2014, - 02:34 PM
It takes more than luck to give your garden a leg up. It takes action. Here are some things you can do this fall to prepare your yard and garden for winter — and next.
Updated: September 24, 2013, - 05:50 PM
If impatiens will be making an appearance in your garden beds or containers this growing season, you should be on the alert for downy mildew disease.
Updated: June 04, 2013, - 03:23 PM
Having a good garden hinges on a lot of factors, but one thing that often gets overlooked but shouldn’t is the soil.
Updated: May 07, 2013, - 02:26 PM
Raking won’t make the snow melt. It won’t thaw the ground. Or give the temperatures a boost. What will it do? "More harm than good,” says one expert.
Updated: April 16, 2013, - 03:11 PM
For holiday decorations or gifts, green thumbs love forcing bulbs.
Updated: December 11, 2012, - 02:31 PM
Tips on keeping your houseplants healthy over the winter.
Updated: November 06, 2012, - 01:47 PM
From planting mulch to washing tools, there are plenty of things to do to get your yard and garden prepared for winter.
Updated: October 16, 2012, - 12:55 PM
As garden chores wind down, you can turn your attention to improving your grass -- now and next spring.
Updated: September 12, 2012, - 10:49 AM

domain: hobby


text:
The Sun and Moon may often be seen high in the heavens at the same time - the Sun rising in the east and the Moon setting in the west - the Sun's light positively putting the Moon's light out by sheer contrast! If the Newtonian theory were correct, and the moon had her light from the Sun, she ought to be getting more of it when face to face with that luminary - if it were possible for a sphere to act as a reflector all over its face! But as the Moon's light pales before the rising Sun, it is a proof that the theory fails; and is gives us a proof that the Earth is not a globe.
Despite overwhelming scientific proof, flat-earthers are out there spreading their not so level ideas. Some have even gone so far as to create an official organization known as the flat earth Society. And, of course, what society can call itself a veritable one without a few conspiracy theories? With the flat earth theory henchmen, NASA is the one to blame for our wrongful belief that the planet earth, is indeed round.
66.) It is often said that the predictions of eclipses prove astronomers to be right in their theories. But it is not seen that this proves too much. It is well known that Ptolemy predicted eclipses for six-hundred years, on the basis of a plane Earth, with as much accuracy as they are predicted by modern observers. If, then, the predictions prove the truth of the particular theories current at the time, they just as well prove one side of the question as the other, and enable us to lay claim to a proof that the Earth is not a globe.
179) If the Earth were constantly spinning Eastwards 1000mph then airplane flight durations going Eastwards vs. Westwards should be significantly different. If the average commercial airliner travels 500mph, it follows that Westbound equatorial flights should reach their destination at approximately thrice the speed as their Eastbound return flights. In reality, however, the differences in East/Westbound flight durations usually amount to a matter of minutes, and nothing near what would occur on a 1000mph spinning ball Earth.
90.) "Is water level, or is it not?" was a question once asked of an astronomer. "Practically, yes; theoretically, no," was the reply. Now, when theory does not harmonize with practice, the best thing to do is to drop the theory. (It is getting too late, now to say "So much the worse for the factsI") To drop the theory which supposes a curved surface to standing water is to acknowledge the facts which form the basis of Zetetic philosophy. And since this will have to be done sooner or later, – it is a proof that the Earth is not a globe.
89.) It is well known that the law, regulating the apparent decrease in the size of objects as we leave them in the distance (or as they leave us) is very different with luminous bodies from what it is in the case of those which are non-luminous. Sail past the light of a small lamp in a row-boat on a dark night, and it will seem to be no smaller when a mile off than it was when close to it. Proctor says, in speaking of the Sun: "his apparent size does not change!" – far off or near. And then he forgets the fact! Mr. Proctor tells us, subsequently, that, if the traveler goes so far south that the North S
198) Some say the idea of an inter-generational world-wide conspiracy to delude the masses sounds implausible or unrealistic, but these people need only familiarize themselves with the works and writings of Freemasons themselves, for example John Robison who exposed this in his 1798 book, “Proofs of a Conspiracy Against All the Religions and Governments of Europe Carried Out in the Secret Meetings of the Freemasons, Illuminati and Reading Societies.” Supreme Commander of the 33rd degree Albert Pike was quite forth-coming in several letters regarding the Masons ultimate goal of world domination, and in the Zionist “Protocols of the Learned Elders of Zion” the exact plan by which this would be and has been carried out is completely disclosed.
That the mariners' compass points north and south at the same time is a fact as indisputable as that two and two makes four; but that this would be impossible if the thing, were placed on a globe with "north" and "south' at the centre of opposite hemispheres is a fact that does not figure in the school-books, though very easily seen: and it requires no lengthy train of reasoning to bring out of it a pointed proof that the Earth is not a globe.
171) NASA claims there are upwards of 20,000 satellites floating around Earth’s upper-atmosphere sending us radio, television, GPS, and taking pictures of the planet. All these supposed satellite pictures, however, are admittedly “composite images, edited in photoshop!” They claim to receive “ribbons of imagery” from satellites which must then be spliced together to create composite images of the Earth, all of which are clearly CGI and not photographs. If Earth were truly a ball with 20,000 satellites orbiting, it would be a simple matter to mount a camera and take some real photographs. The fact that no real satellite photographs of the supposed ball Earth exist in favor of NASA’s “ribbons of composite CG imagery,” is further proof we are not being told the truth.
16.) If the, Earth were a globe, the distance round its surface at, say, 45 "degrees" south latitude, could not possibly be any greater than it is at the same latitude north; but, since it is found by navigators to be twice the distance — to say the least of it — or, double the distance it ought to be according to the globular theory, it is a proof that the Earth is not a globe.
Some say the flood was a myth. But there is plenty of evidence of Noah’s flood to prove that it really happened. If you believe in the story of the flood in the Bible, then you must also believe in the “waters above” that God used to destroy that wicked generation. The only Earth model that fits the Biblical description of a glass firmament, holding the waters above, is the Flat Earth. Again the globe falls flat!
54) At places of comparable latitude North and South, dawn and dusk happen very differently than they would on a spinning ball, but precisely how they should on a flat Earth. In the North dawn and dusk come slowly and last far longer than in the South where they come and go very quickly. Certain places in the North twilight can last for over an hour while at comparable Southern latitudes within a few minutes the sunlight completely disappears. This is inexplicable on a uniformly spinning, wobbling ball Earth but is exactly what is expected on a flat Earth with the Sun traveling faster, wider circles over the South and slower, narrower circles over the North.
Mr. J.M. Lockyer says: Because the Sun seems to rise in the east and set in the west, the Earth really spins in the opposite direction; that is, from west to east," Now, this is no better than though we were to say - Because a man seems to be coming up the street, the street really goes down to the man! And since true science would contain no such nonsense as this, it follows that the so-called science of theoretical astronomy is not true, and, we have another proof that the Earth is not a globe.
59.) Mr. Proctor says.- "The Sun is so far off that even moving from one side of the Earth to the other does not cause him to be seen in a different direction – at least the difference is too small to be measured." Now, since we know that north of the equator, say 45 degrees, we see the Sun at mid-day to the south, and that at the same distance south of the equator we see the Sun at mid-day to the north, our very shadows on the round cry aloud against the delusion of the day and give us a proof that Earth is not a globe.


Digital TV News: Sunrise Communications
Cable TV subscribers in Switzerland drop 57,600 in 2013
Mar 4, 2014 – According to figures from Swisscable, the sectoral association for cable TV companies in Switzerland, the number of cable TV subscribers in the country at the end of 2013 was 2.69 million, down 58 thousand or 2.1% over the year.
News categories: Swisscable, Cable TV, Subscribers, Switzerland
Swisscom adds 183,000 TV customers in 2012
Feb 7, 2013 – Swisscom has released its results report for 2012. The number of Swisscom TV connections increased year-on-year by 183,000 to 791,000 (+63,000 in the fourth quarter). Fastweb's bundled TV and broadband offering in partnership with Sky Italia has attracted 151,000 customers to date.
News categories: Swisscom, IPTV, Results, Subscribers, Switzerland
1.2 million digital cable TV subscribers for Switzerland
Aug 15, 2012 – According to figures from Swisscable, the sectoral association for cable TV companies in Switzerland, the number of digital cable TV subscribers in the country grew by 29% in the year to the end of June 2012 to reach around 1.2 million.
News categories: Swisscable, Cable TV, Digital TV, IPTV, Market Research, Satellite, Subscribers, Switzerland, Terrestrial
Sunrise Chooses Entone IPTV STBs
Feb 21, 2012 – Entone has announced that Sunrise Communications, the largest private telecom provider in Switzerland, has selected Entone as its set-top box partner for the deployment of advanced IPTV services.
News categories: Entone, Sunrise Communications, Digital TV, IPTV, Set Top Box, Switzerland, Video Exchange
Swiss telco Sunrise to launch IPTV in 1Q 2012
Nov 24, 2011 – Sunrise, Switzerland's second-largest mobile phone service provider, has announced with its third quarter 2011 results that it will launch IPTV in the first quarter of 2012. A trial service has been running since October.
News categories: Sunrise Communications, Digital TV, IPTV, Switzerland
Swisscom Mobile TV network to be set up as planned
Dec 12, 2007 – At the end of September 2007 ComCom awarded Swisscom the licence to set up DVB-H mobile TV in Switzerland. Despite the withdrawal of the two partners - Sunrise and Orange - Swisscom is continuing with its plan to provide the service in time for the European Football Championships.
News categories: Swisscom, Digital TV, Mobile, Switzerland
- Smart speaker shipments exceeded 33 million in 2Q 2022
- iWedia to deliver Live TV app for Google TV and Android TV devices
- 35 million US internet households interested in cloud gaming subscription
- Japan SVOD revenue to grow at 10.1% CAGR during 2022-2027
- DAZN acquires Eleven Sports and Team Whistle
- Cignal TV enhances Cignal Play app with Quickplay
- UK entertainment and media companies hold their nerve despite economic headwinds
- TV5MONDE adds TV5MONDE Pacifique HD to its bouquet on AsiaSat 5
- NEXTGEN TV begins broadcasting in Roanoke-Lynchburg
- TripleLift and Zype to bring in-show programmatic ads to CTV
- OpenAP announces interoperability with FreeWheel, Magnite and Xandr
- Sky Stream IP-only STB to launch in the UK on October 18th
- MultiChoice launches DStv Streama STB in South Africa
- Skytel expands video services in Mongolia with Mirada
- Report from the CTA explores gaming's post-pandemic popularity
- Spectrum TV app available on XClass TVs
- Global pay TV subscribers to remain at around one billion
- Realtek and Irdeto develop RDK and Android TV hybrid STB
- Streaming dominates UK television landscape
- Sky NZ reveals IP-only solution for VodafoneTV customers


text:
Fermentation Workshop Saturday, October 28 (10:00 am-12:00 pm)
Discover the taste, benefits, and joy of ancient food preservation in this fermentation workshop. Broaden your fermentation practice, or take your first step toward becoming part of the fermentation revival. After a brief presentation, participants will craft their own sauerkraut and pickles to take home and enjoy. Vegetables, spices and fermentation vessels provided. [Max – 25] ($20 per person)
First & Last Name
How did you hear about this program?
Never submit passwords through Google Forms.
This content is neither created nor endorsed by Google.
Terms of Service


text:
Lily Allen has revealed that she has decided to dedicate her new album Sheezus, to the late singer, Amy Winehouse.
The Hard Out Here singer admitted that her and Amy weren’t that close and knew each other, more as acquaintances.
“She was not in a great place when we knew each other, so I don’t feel I knew Amy; I knew a version of Amy.”
But Lily spoke of the attention that surrounded the late singer and wasn’t sure how she would be able to cope with it all, if she were in Amy’s position.
“What she had to deal with was 10 times anything I had to deal with. She’d sold a hell of a lot more albums than me, and there was a lot more interest in her. There were people outside her home 24 hours a day, seven days a week. I know what that was like on a much smaller level, and I felt trapped. She couldn’t do anything or go anywhere without there being a frenzy; and she was all about life and enjoying herself and socialising, and when that’s taken away from you… she was a prisoner.”
Lily said that the reason Amy attracted so much attention from the press, was of result being “too damn interesting for her own good”.

domain: artistic


text:
Governor Cox announces lawsuit against TikTok
Oct 10, 2023, 10:22 AM | Updated: Oct 11, 2023, 3:11 pm
(screengrab KSL TV)
SALT LAKE CITY — Utah Gov. Spencer Cox announced a lawsuit against TikTok on Tuesday. The lawsuit alleges that prolonged use of the platform has a negative impact on children’s mental health and well-being.
— Lindsay Aerts (@LindsayOnAir) October 10, 2023
Utah’s lawsuit alleges that the popular social media platform’s algorithm is designed to “spoon-feed” kids content that is highly addictive.
According to a press release from Cox’s office, the state has extensively investigated the app. The lawsuit brings claims under the Utah Consumer Sales Practices Act. It alleges that TikTok designed its interface with addictive features, meant to hook young users into endless scrolling.
The lawsuit also alleges that the social media company misled users about the app’s dangers.
“We will no longer tolerate TikTok misleading parents that its app is safe for children,” said Cox.
Utah has the highest number of children per capita. Like many other states, it has seen a rapid increase in mental health issues among young people. That rise has coincided with TikTok’s rise, according to a press release from Cox’s office.
The announcement comes after Cox launched a campaign warning of the impacts social media can have on the mental health of young people.
- Gov. Cox goes on national television to talk mental health, social media
- Gov. Cox signs two bills taking on social media
- Social media to blame for decline of mental health of youth, Gov Cox says


Product/ServiceRadiator CAPS,Tank CAPS,Oil CAPS,Depot LIDS,Motor Oil LIDS,variety of springs,full oil depot LIDS,Hood BUTTONS,Gear KNOBS,WINGS
KENT KAPAK,serving to the automotive sector for more than 30 years, is reaching to its target mass from the cyber world now.Beside radiator caps and tank caps,We also produce several spare parts for the automotive sector. Motor oil caps,oil caps,agricultural tractor parts, variety of springs, fuel oil depots lids , hood buttons and gear knobs are only a few of them.
Contact PersonMr. ILKER SEVINDIK
AddressFERHATPASA MAH. YEDITEPE CAD. G: 12 NO / 11 ATASEHIR, Istanbul,
Online MapOZBEKKENT Map & Directions


text:
Re: Sinus surgery?
Based on the CT scan results (mild left maxillary chronic sinus disease), there is NO WAY you should be considering surgery without a second opinion and a clear understanding of exactly what the surgeon is going to do and why it's necessary.
In the meantime, you should definitely be doing saline rinses with a sinus rinse bottle ow neti pot at least twice a day, and you should definitely be using Rhinocort daily (for more than 2 weeks).
Your best bet before surgery would be trying to get to the bottom of what's causing your sinus inflammation. It could be allergies (have you been tested), environmental irritants (chemicals, sprays, etc.) or even acid reflux (which can cause sinus inflammation and post-nasal drip).
I would STRONGLY recommend against peroxide rinses - they are very irritating and, while they might help if you have a bacterial infection, my ENT (who is very open minded and has even recommended some alternative treatments) told me I would be nuts to even try them.

domain: medical


text:
Indications: Low activity patients with simple, unilateral drop foot, maximum weight of 113 kg • 250 lb;
ideal for Hallux amputations
Trulife is owned and managed by a group of highly professional and experienced healthcare executives since 1987. Trulife is internationally based and totally engaged in the creation, development, manufacture and marketing of niche healthcare products. The Group activities encompass Orthopaedics, Breastcare, Prosthetics and Pressurecare products and services.


text:
Erica Ambrin is an ever evolving Hip-Hop Soul artist from Northern California. Growing up in Los Angeles with a DJ father, Ambrin’s eclectic taste in music influences her writing – giving you vibes of Erykah Badu, The Fugees, and The Alabama Shakes. Ambrin’s unique dynamics fuse soulful vocals with deeply personal lyrics that draw the audience in for an intimate experience. In addition to her solo career, Erica created a space for musicians from all walks of life, birthing The Eclectic Soul Project, a jam band homage to music formed in 2015 while recording Ambrin’s debut EP “Suga”.
Ambrin has performed all over California and Maui and has had the pleasure of opening for iconic bands such as Nappy Roots, The Wailers, Martin Luther, and Anuhea. After gaining popularity as a contestant on American Idol, Ambrin moved to Maui to record her first hip-hop project “Lucid Dreamer”, released in 2018. “With R&B and jazz undertones, Ambrin spins lyrical narratives that are romantic, vulnerable, and insightful.” - Terry Roland, The Journal of Roots Music. Erica Ambrin is currently back in Northern California working on recording two new albums. There is much more to come from this budding star. She gives hope, producing timeless music that can be played for years to come.


Many of the oldest stories were passed down orally to begin with before being written down. In the act of voicing them once again, she said, “You’re completing the circle.”
“Shakespeare — I mean, he wrote his stuff to be spoken, not to be read,” she added. “If you can convince people this is not just something that’s old and boring and for little kids, they’re often surprised at how much they like it. People love ‘This American Life’ — well, that’s today’s storytelling.”
I didn’t need to ask McPhie if she loves what she does. It was obvious from the beginning of our conversation.
“I’m a big believer in not telling stories you don’t like,” she explained. “Why spend time on something you don’t love?”
My column today is coming to you via newsprint or pixels, but when McPhie tells a story, there is nothing but her voice to deliver the plot, the characters, the twist before the resolution.
“As a storyteller, your feedback is instant,” she said. “Do they laugh at the laugh lines? Are they paying attention? You can feel if they’re with you. They’re leaning forward, they’re looking at you, they’re not texting.
“And when you finish up the story, there’s that moment, that sigh — that sort of delicious sigh at the end.”
This year’s San Diego Storytelling Festival is titled, “Voices at the Water’s Edge,” scheduled from 10 a.m. until 6 p.m. April 2. Admission is free at the Encinitas Library at 540 Cornish Drive. Visit www.storytellersof sandiego.org.
Know anyone with an interesting job, history or outlook on life? Contact Tom Pfingsten at email@example.com


The Bipartisan Infrastructure Law Accelerates EV Chargers
The law also referred to as the Infrastructure Investment & Jobs Act, contains significant funding for EV charging stations. $5 billion for the national electric vehicle infrastructure funding program (NEIVI) and another $2.5 billion approved for discretionary grant programs.
Both programs are intended to accelerate the building of EV charging infrastructure across the US to meet future demand. A funding matrix can be found on the US Department of Transportation website.
What companies make EV chargers?
There are over 300 EV charging companies in the world. Many are less than 5 years old, and only a few older than 10. The ten largest companies, according to energydigital.com, are:
Who will own the chargers?
Think of charges like ATMs. Most are owned by banks, but there are privately owned ATMs installed also. Technically, any individual could purchase a charger, connect it to the power grid and the internet and make money charging vehicles.
In the case of EV chargers, the banks are major energy providers, electric product companies, and car manufacturers. Most offer turn key solutions and support for installations and maintenance or company ownership.
An example is Tesla that owns and operates 35,000 + Superchargers around the world.
The charger manufacturer Blink has 51,000 charging ports in 25 + countries. The US is coming late to the charging party. Blink has been awarded $26.5 million in funding for installation of Ev charging solutions across the United States.
Many chargers will likely be leased and managed by the same companies that own and operate the 147,000 convenience outlets that sell fuel since they already have prime locations on the nation’s highways. Many large companies, hotels, and parking garages can now add electric fueling stations in their facilities.
For travelers EV charging stations at hotels and campgrounds would be a plus. It could also provide another stream of income. Even national parks and public attractions could get a piece of the charging pie. It would be great for an EV owner to be able to top of their battery while visiting the local museum or other attraction.
Blink even advertises that if you are a property owner within a mile of a highway you may qualify for guaranteed EV charging revenue at no cost with the $5 billion National Electric Vehicle Infrastructure Funding.
How much power is needed for EV Infrastructure?
This is one example of a “blink” high-powered charger from their website. Other manufacturers and chargers have unique specifications. This is only one brand of charger.
A high power charger up to 180 kw provides an output of 150 - 1000 VDC up to 500 Amps of current. The input voltage for this type of charger is 480 V 3 phase 60 Hz in the United States. The internal control changes the AC input to DC output to directly charge the battery quickly.
An average home uses about 30 kW per day! Most homes have 100 to 200 amps service using 240 V AC in the US. By these numbers the fast charging station has an output more than twice that of the standard home’s electrical system!
Each station has sophisticated control systems that sense the car’s battery and level of charge needed including the appropriate rate of charge. The vehicle owner just has to pay and plug in the charger similar to a gas pump.
Safety is built into the charging control system. The control systems senses overvoltage, undervoltage, overcurrent, missing ground and shorts, automatically shutting down the system. There is also an emergency stop button in case of emergency not sensed by the system
If the United States builds 1.2 million public DC fast chargers as suggested by McKinsey Report with an average available power requirement of 100 kw the power grid would need an additional 120 megawatts per hour of power. That power like homes won’t be required 24 hours a day but it equates to 3 trillion watts per day. (someone check my math).
EV charging will only require .01 % additional energy
The power for EV charging network in the US equates to 409 Billion Btu per hour. The US consumed 97.33 quadrillion Btu in 2021. 12.16 quatrillion from renewable energy. The additional Btu needed for EV charging is 10 trillion and change. There are 1,000 trillions in a quadtrillion. About 0.01% of the overall electricity consumption in the United States is needed for the EV charging infrastructure.
Will chargers work in cold weather?
Most public chargers will be installed outside exposed to the elements. Some may have a minimal overhead covering to protect from rain and snow. Others may be in protected parking carnage’s but still exposed to cold and heat.
A charger’s electronic components are enclosed in a small cabinet sealed from rain, snow, and dust. These cabinets are more robust than your laptop computer but have many of the same components inside.
If you have tried operating your laptop, viewing the screen, plugging it into a charging port in a snow storm you have an idea of what is in store for charging stations. Or tried to view your display screen in bright sunlight.
The same issues will present the EV charging manufacturers and owners of the installation.
Charging locations exposed to the elements will need some type of thermal management system to protect components. LCD touch screen displays preferred for outside viewing can technically freeze at low temperatures.
Cycling between extreme hot and cold would make your laptop inoperable in a short period of time.
Thermal management systems
Manufacturers of charging stations and batteries use thermal management systems to maintain the optimal temperature for the devices to operate properly under all weather conditions. The operation of electronic devices and electronics can be adversely affected by both low and high temperatures.
Electric vehicle are impacted by extreme temperatures, as are the occupants of the vehicles. One of the unique devices used to maintain passenger comfort and efficient battery operation in cold weather are small PTC heaters.
These small high watt density solid state devices are ideal for confined spaces both in the vehicles and charging stations. The control their heat output automatically based on the surrounding temperature and never exceed their designed maximum temperature.
Small PTC fan heaters are found in charging stations as well as a multitude of other applications needing a small self-regulating heating device. They produce enough heat to keep moisture and cold temperatures from effecting the operating components.


text:
The Cluster Munition Coalition – Australia, of which ChildFund Australia is a member, has today welcomed the Australian Government’s decision to push back Senate debate on the Cluster Munition Prohibition Bill to allow time to seriously consider the issues raised by the Fix the Bill campaign.
The current wording of the bill would allow Australian troops to directly and actively assist in the use of cluster bombs. It also explicitly allows non-state parties to stockpile cluster bombs on Australian soil and permits them to transit cluster bombs through Australian ports and airspace. This is at odds with the purpose of the Convention on Cluster Munitions, which seeks to ban cluster bombs once and for all.
In recent weeks, concerns raised by organisations including Human Rights Watch, the Red Cross and ChildFund Australia, as well as the former Chief of the Australian Defence Force General Peter Gration, the former Secretary of the Department of Defence Paul Barratt and former Prime Minister Malcolm Fraser, have generated significant media interest in the campaign. Support from GetUp! also encouraged members of the public to call their local senators and encourage them to “Fix the Bill”.
ChildFund Australia CEO Nigel Spence says: “This is a very encouraging result – thank you to everyone who has got behind this campaign. For us, this is a child protection issue, as well as a human rights issue. Cluster munitions devastate lives not only during conflict but for decades after. Children are particularly vulnerable to injury and death from unexploded munitions. It is important that we continue to push for a strong ban on cluster bombs to protect children now and in the future.”

domain: law


text:
LABOR READY, INC.
2005 LONG-TERM EQUITY INCENTIVE
1. Purposes of the Plan. The purposes of this Plan are to further the growth, development and financial success of the Company by attracting and retaining the most talented Employees, Consultants and Directors available, and by aligning the long-term interests of Employees, Consultants and Directors with those of the shareholders by providing an opportunity to acquire an ownership interest in the Company and by providing both performance rewards and long term incentives for future contributions to the success of the Company.
The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, or Stock Appreciation Rights, at the discretion of the Committee and as reflected in the terms of the Award Agreement. Each Award will be subject to conditions specified in the Plan, such as continued employment or satisfaction of performance criteria.
This Plan will serve as a framework for the Committee
to establish sub-plans or procedures governing the grants to Employees,
Directors, Consultants and Employees working for the Company outside of the
2. Definitions. As used herein, the following definitions shall apply:
(a) “Award” shall mean any award or benefits granted under the Plan, including Options, Restricted Stock, Restricted Stock Units, and SARs.
(b) “Award Agreement” shall mean a written or electronic agreement between the Company and the Participant setting forth the terms of the Award.
(c) “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(d) “Board” shall mean the Board of Directors of the Company.
(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(f) “Committee” shall mean the Compensation Committee appointed by the Board, which at all times shall consist of two (2) or more members of the Board, each of whom must qualify as an Independent Director.
(g) “Common Stock” shall mean the common stock of the Company, no par value per share.
“Company” shall mean Labor Ready, Inc., a
(i) “Consultant” shall mean any person, except an Employee, engaged by the Company or any Subsidiary of the Company, to render personal services to such entity, including as an advisor, pursuant to the terms of a written agreement.
(j) “Continuous Status as a Participant” shall mean (i) for Employees, the absence of any interruption or termination of service as an Employee, (ii) for Directors, the absence of any interruption or termination of service as a Director, and (iii) for Consultants, the absence of any interruption, expiration, or termination of such person’s consulting or advisory relationship with the Company or the occurrence of any termination event as set forth in such person’s Award Agreement. Continuous Status as a Participant shall not be considered interrupted (A) for an Employee in the case of sick leave, maternity leave, infant care leave, medical emergency leave, military leave, or any other leave of absence properly taken in accordance with the policies of the Company or any applicable Subsidiary as may be in effect from time to time, and (B) for a Consultant, in the case of any temporary interruption in such person’s availability to provide services to the Company which has been authorized in writing by a vice president of the Company prior to its commencement.
(k) “Director” shall mean a member of the Board.
(l) “Disability” shall mean (i) in the case of a Participant whose employment with the Company or a Subsidiary is subject to the terms of an employment or consulting agreement that includes a definition of “Disability” as used in this Plan shall have the meaning set forth in such employment or consulting agreement during the period that such employment or consulting agreement remains in effect; and (ii) in all other cases, the term “Disability” as used in this Plan shall mean a “permanent and total disability” as the term is defined for purposes of Section 22(e)(3) of the Code.
(m) “Effective Date” shall mean the date on which the Company’s shareholders have approved this Plan in accordance with applicable NYSE rules.
(n) “Employee” shall mean any person, including an officer, who is a common law employee of, receives remuneration for personal services to, is reflected on the official human resources database as an employee of, and is on the payroll of the Company or any Subsidiary of the Company. A person is on the payroll if he or she is paid from or at the direction of the payroll department of the Company, or any Subsidiary of the Company. Persons providing services to the Company, or to any Subsidiary of the Company, pursuant to an agreement with a staff leasing organization, temporary workers engaged through or employed by temporary or leasing agencies, and workers who hold themselves out to the Company, or a Subsidiary to which they are providing services as being independent contractors, or as being employed by or engaged through another company while providing the services, and persons covered by a collective bargaining agreement (unless the collective bargaining agreement applicable to the person specifically provides for participation in this Plan) are not Employees for purposes of this Plan and do not and cannot participate in this Plan, whether or not such persons are, or may be reclassified by the courts, the Internal Revenue Service, the U. S. Department of Labor, or other person or entity, as common law employees of the Company, or any Subsidiary, either solely or jointly with another person or entity.
(o) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(p) “Executive Officers” shall mean the officers of the Company as such term is defined in Rule 16a-1 under the Exchange Act.
(q) “Fair Market Value” shall mean the closing price per share of the Common Stock on the NYSE as to the date specified (or the previous trading day if the date specified is a day on which no trading occurred), or if the NYSE shall cease to be the principal exchange or quotation system upon which the shares of Common Stock are listed or quoted, then such exchange or quotation system as the Company elects to list or quote its shares of Common Stock and that the Committee designates as the Company’s principal exchange or quotation system.
(r) “FAS 123” shall mean Statement of Financial Accounting Standard 123, “Accounting for Stock-based Compensation,” as promulgated by the Financial Accounting Standards Board.
(s) “FLSA” shall mean the Fair Labor Standards Act of 1938, as amended.
(t) “Former Plans” shall mean collectively the 1996 Labor Ready Employee Stock Option and Incentive Plan and the Labor Ready, Inc. 2000 Stock Option Plan.
(u) “Incentive Stock Option” shall mean any Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.
(v) “Independent Director” shall mean a Director who: (1) meets the independence requirements of the NYSE, or if the NYSE shall cease to be the principal exchange or quotation system upon which the shares of Common Stock are listed or quoted, then such exchange or quotation system as the Company elects to list or quote its shares of Common Stock and that the Committee designates as the Company’s principal exchange or quotation system; (2) qualifies as an “outside director” under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder; (3) qualifies as a “non-employee director” under Rule 16b-3 promulgated under the Exchange Act; and (4) satisfies independence criteria under any other applicable laws or regulations relating to the issuance of Shares to Employees.
(w) “Maximum Annual Participant Award” shall have the meaning set forth in Section 6(b).
(x) “NYSE” shall mean the New York Stock Exchange.
(y) “Non-Employee Director” shall mean a Director who is not an Employee.
(z) “Nonqualified Stock Option” shall mean an Option that does not qualify or is not intended to qualify as an Incentive Stock Option.
(aa) “Option” shall mean a stock option granted pursuant to Section 7 of the Plan.
(bb) “Option Price” shall mean the per share purchase price of a Share purchased pursuant to an Option.
(cc) “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(dd) “Participant” shall mean an Employee, Director or Consultant.
(ee) “Performance Criteria” shall have the meaning set forth in Section 8(c).
(ff) “Plan” shall mean this Labor Ready, Inc. 2005 Long-Term Equity Incentive Plan, including any amendments thereto.
(gg) “Reprice” shall mean the adjustment or amendment of the exercise price of Options or SARs previously awarded whether through amendment, cancellation, replacement of grants or any other means.
(hh) “Restricted Stock” shall mean a grant of Shares pursuant to Section 8 of the Plan.
(ii) “Restricted Stock Units” shall mean a grant of the right to receive Shares in the future or their cash equivalent (or both) pursuant to Section 8 of the Plan.
(jj) “SAR” shall mean a stock appreciation right awarded pursuant to Section 9 of the Plan.
(ll) “Share” shall mean one share of Common Stock, as adjusted in accordance with Section 4 of the Plan.
(mm) “Stand-Alone SARs” shall have the meaning set forth in Section 9(c) of the Plan.
(nn) “Subcommittee” shall have the meaning set forth in Section 5(d).
(oo) “Subsidiary” shall mean (1) in the case of an Incentive Stock Option a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, and (2) in the case of a Nonqualified Stock Option, Restricted Stock, a Restricted Stock Unit or a SAR, in addition to a subsidiary corporation as defined in (1), (A) a limited liability company, partnership or other entity in which the Company controls fifty percent (50%) or more of the voting power or equity interests, or (B) an entity with respect to which the Company possesses the power, directly or indirectly, to direct or cause the direction of the management and policies of that entity, whether through the Company’s ownership of voting securities, by contract or otherwise.
(pp) “Tandem SARs” shall have the meaning set forth in Section 9(a) of the Plan.
(qq) “Ten Percent Shareholder” shall mean a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock comprising more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary.
3. Shares Subject to the Plan.
(a) Reservation of Shares. The shares of Common Stock reserved under this Plan will include reserved shares of Common Stock that are not subject to a grant or as to which the option award granted has been forfeited under the Former Plans, and an additional Four Million Six Hundred Fifty Thousand (4,650,000) Shares of Common Stock. Subject to the provisions of Section 4, the maximum aggregate number of Shares which may be awarded and delivered under the Plan shall not exceed Five Million Five Hundred Thousand (5,500,000) Shares (adjusted, proportionately, in the event of any stock split or stock dividend with respect to the Shares), and the maximum number which may be granted as Incentive Stock Options under the Plan shall not exceed Four Million (4,000,000) shares. The aggregate number of Shares available for issuance under the Plan will be reduced by 1.5
Shares for each Share delivered in settlement of any award of Restricted Stock, Restricted Stock Unit, or SAR and one Share for each Share delivered in settlement of an Option. The number of Shares underlying an Award not issued as a result of any of the following actions shall again be available for issuance under the Plan: (i) a payout of a Non-Tandem SAR, or a performance-based Restricted Stock Unit in the form of cash; or (ii) a cancellation, termination, expiration, forfeiture, or lapse for any reason (with the exception of the termination of a Tandem SAR upon exercise of the related Options, or the termination of a related Option upon exercise of the corresponding Tandem SAR) of any Award. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. Shares available for issuance under the Plan shall be increased by any shares of Common Stock subject to outstanding awards under the Former Plans on the date of shareholder approval of the Plan that later cease to be subject to such awards for any reason other than such awards having been exercised, subject to adjustment from time to time as provided in Section 5, which shares of Common Stock shall, as of the date such shares cease to be subject to such awards, cease to be available for grant and issuance under the Former Plans, but shall be available for issuance under the Plan. The Shares may be authorized but unissued, or reacquired shares of Common Stock.
(b) Substitutions and Assumptions. The Board or the Committee shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to Section 3(a) may be increased by a corresponding number of Awards assumed and, in the case of substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.
(c) Securities Law Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated under either such Act, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
4. Adjustments to Shares Subject to the Plan. If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per Share covered by outstanding Awards under the Plan, and (iii) the Maximum Annual Participant Award. The Committee may also make adjustments described in (i)-(iii) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 4, the Committee may take into account such factors as it deems appropriate, including the restrictions of applicable law and the potential tax consequences of an adjustment, and in light of such factors may make adjustments that are not uniform or proportionate among outstanding Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Committee shall be final, binding and conclusive. The Committee in its discretion may provide holders of Restricted Stock or Restricted Stock Units a dividend equivalent right with respect to the Shares the Participant shall be entitled to receive or purchase. For purposes of this Section 4, conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”
Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.
5. Plan Administration.
(a) Authority. The Plan shall be administered by the Committee. The Committee shall have full and exclusive power to administer the Plan on behalf of the Board, subject to such terms and conditions as the Committee may prescribe. Notwithstanding anything herein to the contrary, the Committee’s power to administer
the Plan, and actions the Committee takes under the Plan, shall be consistent with the provisions set forth in the Committee’s charter, as such charter may be amended from time to time.
(b) Powers of the Committee. Subject to the other provisions of this Plan, the Committee shall have the authority, in its discretion:
to grant Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, and SARs to Participants and to determine the terms and conditions of such Awards, including the determination of the Fair Market Value of the Shares and the exercise price (subject to Section 7(b)), and to modify or amend each Award, with the consent of the Participant when required;
to determine the Participants to whom Awards, if any, will be granted hereunder, the timing of such Awards, and the number of Shares to be represented by each Award;
to construe and interpret the Plan, the Awards granted hereunder, and any Award Agreement;
to prescribe, amend, and rescind rules and regulations relating to the Plan, including the form of Award Agreement, and manner of acceptance of an Award, such as correcting a defect or supplying any omission, or reconciling any inconsistency so that the Plan or any Award Agreement complies with applicable law, regulations and listing requirements and to avoid unanticipated consequences deemed by the Committee to be inconsistent with the purposes of the Plan or any Award Agreement;
to establish performance criteria for Awards made pursuant to the Plan in accordance with a methodology established by the Committee, and to determine whether performance goals have been attained;
to accelerate or defer (with the consent of the Participant) the exercise or vested date of any Award;
to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted by the Committee;
to establish subplans, procedures or guidelines for the grant of Awards to Employees, Directors and Consultants;
to authorize the cancellation, forfeiture or suspension of an Award; and
to make all other determinations deemed necessary or advisable for the administration of the Plan;
Provided that, no consent of a Participant is necessary under clauses (i) or (vi) if a modification, amendment, acceleration, or deferral, in the reasonable judgment of the Committee confers a benefit on the Participant or is made pursuant to an adjustment in accordance with Section 4.
(c) Effect of Committee’s Decision. All decisions, determinations, and interpretations of the Committee shall be final, conclusive and binding on all Participants, the Company, any shareholder and all other persons.
(d) Delegation and Administration. Consistent with the Committee’s charter, as such charter may be amended from time to time, the Committee may delegate to one or more subcommittees consisting of members of the Committee or other Directors who are Independent Directors (any such committee a “Subcommittee”) the administration of the Plan, and such administrator(s) may have the authority to directly, or under their supervision, execute and distribute agreements or other documents evidencing or relating to Awards granted by the Committee under this Plan, to maintain records relating to the grant, vesting, exercise, forfeiture or expiration of Awards, to process or oversee the issuance of Shares upon the exercise, vesting and/or settlement of an Award, to interpret the terms of Awards and to take such other actions as the Committee may specify. Any action by any such Subcommittee within the scope of such delegation shall be deemed for all purposes to have been taken by the Committee.
6. General Eligibility.
(a) Awards. Awards may be granted to Participants who are Employees, Directors or Consultants, provided however that Incentive Stock Options may only be granted to Employees.
(b) Maximum Annual Participant Award. The aggregate number of Shares with respect to which an Award or Awards may be granted to any one Participant in any one taxable year of the Company (the “Maximum Annual Participant Award”) shall not exceed 1 million shares of Common Stock (adjusted, proportionately, in the event of any stock split or stock dividend with respect to the Shares). If an Option is in tandem with a SAR, such that the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option right, respectively, with respect to each Share, the tandem Option and SAR rights with respect to each Share shall be counted as covering but one Share for purposes of the Maximum Annual Participant Award.
(c) No Employment/Service Rights. Nothing in the Plan shall confer upon any Participant the right to an Award or to continue in service as an Employee or Consultant for any period of specific duration, or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining such person), or of any Participant, which rights are hereby expressly reserved by each, to terminate such person’s services at any time for any reason, with or without cause (as such term is defined in a Company subplan or an Award Agreement, as applicable).
(a) Designation. Each Option shall be designated in an Award Agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding the foregoing, if an Option is not designated as an Incentive Stock Option, such Option will be deemed to be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined at the time of grant) of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Employee during any calendar year exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. For this purpose, Options shall be taken into account in the order in which they were granted.
(b) Option Price. The per Share exercise price under an Incentive Stock Option (i) granted to a Ten Percent Shareholder, shall be no less than 110% of the Fair Market Value per Share on the date of grant, or (ii) granted to any other Participant, shall be no less than 100% of the Fair Market Value per Share on the date of grant. The per Share exercise price under a Nonqualified Stock Option or SAR shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In no event shall the Board or the Committee be permitted to Reprice an Option after the date of grant.
(c) Term of Options. The term of each Incentive Stock Option shall be no more than ten (10) years from the date of grant. However, in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, the term of the Option shall be no more than five (5) years from the date of grant. The term of all Nonqualified Options shall be seven (7) years unless otherwise provided by the Committee in its discretion.
(d) Vesting. To the extent Options vest and become exercisable in increments, unless otherwise provided in the applicable Award Agreement or any severance agreement (i) such Options shall cease to vest upon a Participant’s Disability or termination of such Participant’s Continuous Status as a Participant (other than upon a Participant’s death), and (ii) such Options shall immediately vest in full upon a Participant’s death.
(e) Substitution of SARs for Options. Notwithstanding the foregoing, if the Company is required to or elects to expense the cost of Options pursuant to FAS 123 (or a successor or other standard), the Committee shall have the sole discretion to substitute without receiving Participants’ permission, SARs paid only in stock for outstanding Options; provided, the terms of the substituted stock SARs are the same as the terms of the Options, the number of shares underlying the number of stock SARs equals the number of shares underlying the Options and the difference between the Fair Market Value of the underlying Shares and the grant price of the SARs is equivalent to the difference between the Fair Market Value of the underlying Shares and the exercise price of the Options.
(f) Exercise. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee at the time of grant, and as shall be permissible under the terms of the Plan. No fractional Shares may be issued or delivered pursuant to the Plan or any Award.
(a) Designation. Restricted Stock or Restricted Stock Units may be granted under the Plan. Restricted Stock or Restricted Stock Units may include a dividend equivalent right, as permitted by Section 4. After the Committee determines that it will offer Restricted Stock or Restricted Stock Units, it will advise the Participant in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of Shares that the Participant shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the Participant must accept the offer. The offer shall be accepted by execution of an Award Agreement or as otherwise directed by the Committee. Restricted Stock Units may be paid as permitted by Section 10(b). The term of each award of Restricted Stock or Restricted Stock Units shall be at the discretion of the Committee.
(b) Restrictions. Subject to Section 8(c), the Committee may impose such conditions or restrictions on the Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it may determine advisable, including the achievement of specific performance goals, time based restrictions on vesting, or others. If the Committee established performance goals, the Committee shall determine whether a Participant has satisfied the performance goals.
(c) Performance Criteria. Restricted Stock and Restricted Stock Units granted pursuant to the Plan that are intended to qualify as “performance based compensation” under Section 162(m) of the Code shall be subject to the attainment of performance goals relating to the Performance Criteria selected by the Committee and specified at the time such Restricted Stock and Restricted Stock Units are granted. For purposes of this Plan, “Performance Criteria” means one or more of the following (as selected by the Committee): (i) cash flow; (ii) earnings per share; (iii) earnings before interest, taxes, and amortization; (iv) return on equity; (v) total shareholder return; (vi) share price performance; (vii) return on capital; (viii) return on assets or net assets; (ix) revenue; (x) revenue growth; (xi) earnings growth; (xii) operating income; (xiii) operating profit; (xiv) profit margin; (xv) return on operating revenue; (xvi) return on invested capital; (xvii) market price; (xviii) brand recognition; (xix) customer satisfaction; (xx) operating efficiency; or (xxi) productivity. Any of these Performance Criteria may be used to measure the performance of the Company as a whole or any business unit or division of the Company.
(d) Vesting. Unless the Committee determines otherwise, the Award Agreement shall provide for the forfeiture of the non-vested Shares underlying Restricted Stock or the termination of Restricted Stock Units upon cessation of a Participant’s Continuous Status as a Participant, and the Shares underlying Restricted Stock and Restricted Stock Units shall vest in full immediately upon death. To the extent that the Participant purchased the Shares granted under any such Restricted Stock award and any such Shares remain non-vested at the time of cessation of a Participant’s Continuous Status as a Participant, the cessation of Participant’s Continuous Status as a Participant shall cause an immediate sale of such non-vested Shares to the Company at the original price per Share paid by the Participant. Non-vested Shares underlying Restricted Stock and Restricted Stock Units shall vest in full immediately upon death.
(a) Grants. The Committee shall have the full power and authority, exercisable in its sole discretion, to grant SARs to selected Participants. The Committee is authorized to grant both tandem stock appreciation rights consisting of SARs with underlying Options (“Tandem SARs”) and stand-alone stock appreciation rights consisting of SARs not tied to underlying Options (“Stand-Alone SARs”). The term of a SAR shall be at the discretion of the Committee. In no event shall the Board or the Committee be permitted to Reprice a SAR after the date of grant without shareholder approval.
(b) Tandem SARs.
(i) Participants may be granted a Tandem SAR, exercisable upon such terms and conditions as the Committee shall establish, to elect between the exercise of the underlying Option for Shares or the surrender of the Option in exchange for a distribution from the Company in an amount equal to the excess of (A) the Fair Market Value (on the Option surrender date) of the number of Shares in which the Participant is at the time vested
under the surrendered Option (or surrendered portion thereof) over (B) the aggregate exercise price payable for such vested Shares.
(ii) No such Option surrender shall be effective unless it is approved by the Committee, either at the time of the actual Option surrender or at any earlier time. If the surrender is so approved, then the distributions to which the Participant shall become entitled under this Section 9(b) may be made in Shares valued at Fair Market Value (on the Option surrender date), in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.
(iii) If the surrender of an Option is not approved by the Committee, then the Participant shall retain whatever rights he or she had under the surrendered Option (or surrendered portion thereof) on the Option surrender date and may exercise such rights at any time prior to the later of (A) five (5) business days after the receipt of the rejection notice or (B) the last day on which the Option is otherwise exercisable in accordance with the terms of the instrument evidencing such Option, but in no event may such rights be exercised more than ten (10) years after the date of the Option grant.
(c) Stand-Alone SARs.
(i) A Participant may be granted a Stand-Alone SAR not tied to any underlying Option under Section 7 of the Plan. The Stand-Alone SAR shall cover a specified number of Shares and shall be exercisable upon such terms and conditions as the Committee shall establish. Upon exercise of the Stand-Alone SAR, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (A) the aggregate Fair Market Value (on the exercise date) of the Shares underlying the exercised right over (B) the aggregate base price in effect for those Shares.
(ii) The number of Shares underlying each Stand-Alone SAR and the base price in effect for those Shares shall be determined by the Committee at the time the Stand-Alone SAR is granted. In no event, however, may the base price per Share be less than the Fair Market Value per underlying Share on the grant date.
(iii) The distribution with respect to an exercised Stand-Alone SAR may be made in Shares valued at Fair Market Value on the exercise date, in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.
10. Procedure for Exercise; Rights as a Shareholder.
(a) Procedure. An Award shall be exercised when written, electronic or verbal notice of exercise has been given to the Company, or the brokerage firm or firms approved by the Company to facilitate exercises and sales under this Plan, in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised has been received by the Company or the brokerage firm or firms, as applicable. The notification to the brokerage firm shall be made in accordance with procedures of such brokerage firm approved by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under the terms of this Plan. The Company shall issue (or cause to be issued) such share certificate promptly upon exercise of the Award. In the event that the exercise of an Award is treated in part as the exercise of an Incentive Stock Option and in part as the exercise of a Nonqualified Stock Option pursuant to Section 7(a), the Company shall issue a share certificate evidencing the Shares treated as acquired upon the exercise of an Incentive Stock Option and a separate share certificate evidencing the Shares treated as acquired upon the exercise of a Nonqualified Stock Option, and shall identify each such certificate accordingly in its share transfer records. No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except as provided in Section 4 of the Plan.
(b) Method of Payment. The consideration to be paid for any Shares to be issued upon exercise or other required settlement of an Award, including a method of payment, shall be determined by the Committee at the time of settlement, and which forms may include: (i) check; (ii) wire transfer; (iii) tender of shares of Common Stock owned by the Participant in accordance with rules established by the Committee from time to time; and (iv) a request that the Company or a designated brokerage firm conduct a cashless exercise of the Option. Shares used
to pay the Option Price shall be valued at their Fair Market Value on the exercise date. Payment of the aggregate Option Price by means of tendering previously-owned shares of Common Stock shall not be permitted when the same may, in the reasonable opinion of the Company, cause the Company to record a loss or expense as a result thereof.
(c) Withholding Obligations. To the extent required by applicable federal, state, local or foreign law, the Committee may and/or a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to any Incentive Stock Option. Nonqualified Stock Option, SAR, Restricted Stock or Restricted Stock Units, or any sale of Shares. The Company shall not be required to issue Shares or to recognize the disposition of such Shares until such obligations are satisfied. These obligations may be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued to a Participant under such Award (provided, however, that no Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law) or by tendering Shares previously acquired by the Participant in accordance with rules established by the Committee from time to time.
(d) Shareholder Rights. Except as otherwise provided in this Plan, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the share certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares subject to the Award, notwithstanding the exercise of the Award.
(e) Non-Transferability of Awards. An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in exchange for consideration, and may not be transferred other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant; unless the Committee permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability.
11. Expiration of Awards.
(a) Expiration, Termination or Forfeiture of Awards. Unless otherwise provided in the applicable Award Agreement or any severance agreement, vested Awards granted under this Plan shall expire, terminate, or otherwise be forfeited as follows:
(i) ninety (90) days after the date of termination of a Participant’s Continuous Status as a Participant other than in circumstances covered by (ii), (iii), (iv) or (v) below;
(ii) immediately upon termination of a Participant’s Continuous Status as a Participant for cause (as defined in a Company subplan or Award Agreement, as applicable);
(iii) twelve (12) months after the date on which a Participant ceased performing services as a result of his or her Disability; and
(iv) twelve (12) months after the date of the death of a Participant who was a Participant whose Continuous Status as a Participant terminated as a result of his or her death.
(b) Extension of Term. Notwithstanding subsection (a) above, the Committee shall have the authority to extend the expiration date of any outstanding Options or SARs other than an Incentive Stock Option in circumstances in which it deems such action to be appropriate (provided that no such extension shall extend the term of an Option or SAR beyond the date on which the Award would have expired or been forfeited if there had been no termination of the Employee’s Continuous Status as a Participant).
12. Term, Amendment and Termination of the Plan.
(a) Term of Plan. The Plan shall become effective as of the Effective Date. It shall continue in effect until the tenth anniversary of the Effective Date or until terminated under this Section 12 of the Plan or extended by an amendment approved by the shareholders of the Company pursuant to Section 12(a).
(b) Amendment and Termination. The Board or the Committee may amend or terminate the Plan from time to time in such respects as the Board may deem advisable (including, but not limited to amendments which
deems appropriate to enhance the Company’s ability to claim deductions related
to stock option exercises); provided that to the extent required by the Code or
the rules of the NYSE or the
(c) Participants in Foreign Countries. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.
(d) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Awards already granted and such Awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company.
(e) Shareholder Approval. The Plan is subject to approval by the shareholders of the Company in accordance with applicable NYSE rules.

domain: finance