The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants of the Company and its Affiliates.
"Affiliate" means a corporation or other entity controlled by, controlling or under common control with the Company, including, without limitation, any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent (50%) voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. Solely for purposes of granting Restricted Stock Units pursuant to Section 12 of the Plan, an "Affiliate" also means an entity organized under French law, in which the Company holds directly or indirectly at least ten percent (10%) of the share capital of such entity, each such entity hereinafter referred to as a "French Entity".
"Annual Retainer" means the retainer fee established by the Board and paid to a Non-Employee Director for services on the Board for a specified year.
"Award" means a Management Incentive Award, Stock Option, Stock Appreciation Right, Performance Unit, Stock Unit, Restricted Stock or other award authorized under the Plan.
"Award Cycle" means a period of consecutive fiscal years or portions thereof designated by the Committee over which Awards are to be earned.
"Business Unit" means a unit of the business of the Company or its Affiliates as determined by the Committee and the CEO.
"Capital Employed" means operating working capital plus net property, plant and equipment.
demand; or (C) willful and deliberate conduct on the part of the participant that is materially injurious to the Company or an Affiliate; or (D) prior to a Change in Control, such other events as will be determined by the Committee. The Committee will, unless otherwise provided in an Individual Agreement with the participant, determine whether "Cause" exists.
"CEO" means the Company's chief executive officer.
"Change in Control" and "Change in Control Price" have the meanings set forth in Sections 15.2 and 15.3, respectively.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
"Committee" means the Compensation and Organization Committee of the Board, or such other committee as the Board may from time to time designate.
"Common Stock" means (1) the common stock of the Company, par value $.01 per share, subject to adjustment as provided in Section 4.1 Shares Available for Issuance; or (2) if there is a merger or consolidation and the Company is not the surviving corporation, the capital stock of the surviving corporation given in exchange for such common stock of the Company.
"Company" means FMC Technologies, Inc., a Delaware corporation.
"Covered Employee" means a participant who has received a Management Incentive Award, Restricted Stock, Performance Units, Stock Units or Restricted Stock Units, who has been designated as such by the Committee and who is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which the Management Incentive Award, Restricted Stock or Performance Units are expected to be taxable to such participant.
"Disability" means, unless otherwise provided by the Committee, (1) "Disability" as defined in any Individual Agreement to which the participant is a party, or (2) if there is no such Individual Agreement, or, if it does not define "Disability," permanent and total disability as determined under the Company's long-term disability plan.
"Distribution" means FMC's distribution of its interest in the Company.
Performance Unit, Stock Unit or Restricted Stock Unit as applicable, with Dividend Equivalent Rights held by the participant on the dividend payment date was a share of Common Stock.
"Effective Date" means February 16, 2001, the date the Plan was adopted by the Board, subject to the approval by at least a majority of the holders of outstanding shares of Common Stock of the Company.
"Eligible Individuals" means officers, employees, directors and consultants of the Company or any of its Affiliates, and prospective employees, directors and consultants who have accepted offers of employment, membership on a board or consultancy from the Company or its Affiliates, who are or will be responsible for or contribute to the management, growth or profitability of the business of the Company or its Affiliates, as determined by the Committee.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
"Expiration Date" means the date on which an Award becomes unexercisable and/or not payable by reason of lapse of time or otherwise as provided in Section 6.2 Expiration Date.
"Fair Market Value" means, except as otherwise provided by the Committee, as of any given date, the closing price for the shares on the New York Stock Exchange for the specified date (as of 4 p.m. Eastern Standard Time or Eastern Daylight Savings Time, whichever is then in effect), or, if the shares were not traded on the New York Stock Exchange on such date, then on the next preceding date on which the shares were traded, all as reported by such source as the Committee may select.
"FMC" means FMC Corporation, a Delaware corporation.
"Grant Date" means the date designated by the Committee as the date of grant of an Award.
"Incentive Stock Option" means any Stock Option designated as, and qualified as, an "incentive stock option" within the meaning of Section 422 of the Code.
"Individual Agreement" means a severance, employment, consulting or similar agreement between a participant and the Company or one of its Affiliates.
"IPO" means the initial registered public offering by the Company of shares of Common Stock of the Company.
"Management Incentive Award" means an Award of cash, Common Stock, Restricted Stock or a combination of cash, Common Stock and Restricted Stock, as determined by the Committee.
"Net Contribution" means for a Business Unit, its operating profit after-tax, less the product of (1) a percentage as determined by the Committee; and (2) the Business Unit's Capital Employed.
"Non-Employee Director" means each director of the Company who is not otherwise an employee of the Company or its Affiliates.
"Nonqualified Stock Option" means any Stock Option that is not an Incentive Stock Option.
"Notice" means the written evidence of an Award granted under the Plan in such form as the Committee will from time to time determine.
"Performance Goals" means the performance goals established by the Committee in connection with the grant of Management Incentive Awards, Restricted Stock, Performance Units, Stock Units or Restricted Stock Units as set forth in the Notice. In the case of Qualified Performance-Based Awards, Performance Goals will be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations, The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as performance-based compensation shall be limited to one or more of the following performance measures: net revenue; net earnings (before or after taxes); operating earnings or income; absolute and/or relative return measures (including, but not limited to, return on assets, capital, invested capital, net contribution, equity, sales, or revenue); earnings per share; cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); net operating profits; earnings before or after taxes, interest, depreciation, and/or amortization; earning as a percentage of sales; earnings growth before or after taxes, interest, depreciation, and/or amortization; gross, operating, or net margins; revenue growth; book value per share; stock price (including, but not limited to, growth measures and total shareholder return); economic value added; customer satisfaction; market share; working capital; productivity ratios; operating goals (including, but not limited to, safety, reliability, maintenance expenses, capital expenses, customer satisfaction, operating efficiency, and employee satisfaction); and performance relative to peer companies, each of which may be established on a corporate-wide basis or established with respect to one or more operating units, divisions, acquired businesses, minority investments, partnerships or joint ventures.
"Plan" means the FMC Technologies, Inc. Incentive Compensation and Stock Plan, as set forth herein and as hereinafter amended from time to time.
"Qualified Performance-Based Award" means a Management Incentive Award, an Award of Restricted Stock, an Award of Performance Units, an Award of Stock Units or an Award of Restricted Stock Units designated as such by the Committee, based upon a determination that (1) the recipient is or may be a Covered Employee; and (2) the Committee wishes such Award to qualify for the Section 162(m) Exemption.
"Restricted Stock" means an Award granted under Section 11 Restricted Stock.
"Section 162(m) Exemption" means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.
"Separation from Service" means the cessation of a Non-Employee Director's service on the Board. Temporary absences from service on the Board for a period not to exceed six (6) consecutive months because of illness, vacation or leave of absence will not be considered a Separation from Service.
"Stock Appreciation Right" means an Award granted under Section 10 Stock Appreciation Rights.
"Stock Option" means an Award granted under Section 9 Stock Options.
"Stock Units or Restricted Stock Units" means an Award granted under Section 12 Performance Units, Stock Units or Restricted Stock Units, and includes French Restricted Stock Units granted pursuant to Appendix A of the Plan.
"Termination of Employment" means the termination of the participant's employment with, or performance of services for, the Company and any of its Affiliates. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Affiliates will not be considered a Termination of Employment.
"Vesting Date" means the date on which an Award becomes vested, and, if applicable, fully exercisable and/or payable by or to the participant as provided in Section 6.3 Vesting.
2.2 Other Definitions. In addition, certain other terms used herein have definitions given to them in the first place in which they are used.
To modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, to the extent that such modification, amendment, or adjustment does not conflict with Section 409A of the Code.
To determine under what circumstances an Award may be settled in cash or Common Stock or a combination of cash and Common Stock.
The Committee has the authority to adopt, alter and repeal administrative rules, guidelines and practices governing the Plan, to interpret the terms and provisions of the Plan, any Award, any Notice and any other agreement relating to any Award and to take any action it deems appropriate for the administration of the Plan.
3.2 Committee Action. The Committee may act only by a majority of its members then in office unless it allocates or delegates its authority to a Committee member or other person to act on its behalf. Except to the extent prohibited by applicable law or applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any other person or persons. Any such allocation or delegation may be revoked by the Committee at any time.
Any determination made by the Committee or its delegate with respect to any Award will be made in the sole discretion of the Committee or such delegate. All decisions of the Committee or its delegate are final, conclusive and binding on all parties.
3.3 Board Authority. Any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action will control. Notwithstanding anything herein to the contrary, the Board is the administrator of the portion of the Plan applicable to Non-Employee Directors.
4.1 Shares Available For Issuance. The maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the Plan will be 24,000,000 (after giving effect to the two-for-one stock split on August 31, 2007). Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares.
The maximum number of shares of Common Stock that may be subject to Management Incentive Awards, Restricted Stock, Performance Units, Stock Units or Restricted Stock Units is 16,000,000 (after giving effect to the two-for-one stock split on August 31, 2007).
No Award will be counted against the shares available for delivery under the Plan if the Award is payable to the participant only in the form of cash, or if the Award is paid to the participant in cash.
If any Award is forfeited, or if any Stock Option (and any related Stock Appreciation Right) terminates, expires or lapses without being exercised, or if any Stock Appreciation Right is exercised for cash, the shares of Common Stock subject to such Awards will again be available for delivery in connection with Awards under the Plan. If the option price of any Stock Option granted under the Plan is satisfied by delivering shares of Common Stock to the Company (by either actual delivery or by attestation), only the number of shares of Common Stock delivered to the participant, net of the shares of Common Stock delivered or attested to, will be deemed delivered for purposes of determining the maximum numbers of shares of Common Stock available for delivery under the Plan. To the extent any shares of Common Stock subject to an Award are not delivered to a participant because such shares are used to satisfy an applicable tax-withholding obligation, such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under the Plan.
Awards granted under the Plan and/or such other equitable substitution or adjustments as it may determines are required to accomplish the same; provided, however, that the number of shares subject to any Award will always be a whole number. Such adjusted price will be used to determine the amount payable in cash or shares, as applicable, by the Company upon the exercise of any Award. Any such adjustment to an Award may be made to the extent that such adjustment does not conflict with Section 409A of the Code.
4.2 Individual Limits. No participant may be granted Stock Options and Stock Appreciation Rights covering in excess of 2,400,000 shares (after giving effect to the two-for-one stock split on August 31, 2007) of Common Stock in any calendar year. The maximum aggregate amount with respect to each Management Incentive Award, Award of Performance Units, Award of Restricted Stock, Award of Stock Units or Award of Restricted Stock Units that may be granted, or, that may vest, as applicable, in any calendar year for any individual participant is 2,400,000 shares (after giving effect to the two-for-one stock split on August 31, 2007) of Common Stock, or the dollar equivalent of 2,400,000 shares (after giving effect to the two-for-one stock split on August 31, 2007) of Common Stock.
Awards may be granted under the Plan to Eligible Individuals. Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code). The maximum number of Shares of the Share Authorization that may be issued pursuant to Incentive Stock Options under the Plan shall be 24,000,000.
of, or in addition to other Awards granted under the Plan. The terms and conditions of each Award may vary from other Awards. Awards will be evidenced by Notices, the terms and conditions of which will be consistent with the terms of the Plan and will apply only to such Award.
6.2 Expiration Date. Unless otherwise provided in the Notice, the Expiration Date of an Award will be the earlier of the date that is ten (10) years after the Grant Date or the date of the participant's Termination of Employment.
6.3 Vesting. Each Award vests and becomes fully payable, exercisable and/or released of any restriction on the Vesting Date. The Vesting Date of each Award, as determined by the Committee, will be set forth in the Notice. Prior to the Vesting Date, an Award remains subject to a substantial risk of forfeiture.
The Committee may designate a Management Incentive Award, or an Award of Restricted Stock or an Award of Performance Units or an Award of Stock Units or an Award or Restricted Stock Units as a Qualified Performance-Based Award, in which case, the Award is contingent upon the attainment of Performance Goals, and, as a result, remains subject to a substantial risk of forfeiture until the attainment of such Performance Goals.
8.1 Management Incentive Awards. The Committee is authorized to grant Management Incentive Awards, subject to the terms of the Plan. Notices for Management Incentive Awards will indicate the Award Cycle, any applicable Performance Goals, any applicable designation of the Award as a Qualified Performance-Based Award and the form of payment of the Award.
8.2 Settlement. As soon as practicable after the later of the Vesting Date and the date any applicable Performance Goals are satisfied, but in any event within seventy (70) days following the later of such events, Management Incentive Awards will be paid to the participant in cash, Common Stock, Restricted Stock or a combination of cash, Common Stock and Restricted Stock, as determined by the Committee. The number of shares of Common Stock payable under the stock portion of a Management Incentive Award will equal the amount of such portion of the award divided by the Fair Market Value of the Common Stock on the date of payment.
9.1 Stock Options. The Committee is authorized to grant Stock Options, including both Incentive Stock Options and Nonqualified Stock Options, subject to the terms of the Plan. Notices will indicate whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option, the option price, the term and the number of shares to which it pertains. To the extent that any Stock Option is not designated as an Incentive Stock Option, or, even if so designated does not qualify as an Incentive Stock Option on or subsequent to its Grant Date, it will constitute a Nonqualified Stock Option.
9.2 Option Price. The option price per share of Common Stock purchasable under a Stock Option will be determined by the Committee and will not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the Grant Date, except as provided under Section 4.1.
9.3 Incentive Stock Options. The terms of the Plan addressing Incentive Stock Options and each Incentive Stock Option will be interpreted in a manner consistent with Section 422 of the Code and all valid regulations issued thereunder.
9.4 Exercise. Stock Options will be exercisable at such time or times and subject to the terms and conditions set forth in the Notice. A participant can exercise a Stock Option, in whole or in part, at any time on or after the Vesting Date and before the Expiration Date by giving written notice of exercise to the Company specifying the number of shares of Common Stock subject to the Stock Option to be purchased. Such notice will be accompanied by payment in full to the Company of the option price by certified or bank check or such other cash equivalent instrument as the Company may accept. If approved by the Committee, payment in full or in part may also be made in the form of Common Stock (by delivery of such shares or by attestation) already owned by the optionee of the same class as the Common Stock subject to the Stock Option, based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised.
9.5 Settlement. As soon as practicable after the exercise of a Stock Option, the Company will deliver to or on behalf of the optionee certificates of Common Stock for the number of shares purchased. No shares of Common Stock will be issued until full payment therefor has been made. An optionee will have all of the rights of a stockholder of the Company holding Common Stock, including, but not limited to, the right to vote the shares and the right to receive dividends, when the optionee has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section 19 General Provisions. The Committee may give optionees Dividend Equivalent Rights, provided, if a Dividend Equivalent Right is granted, such grant cannot be conditioned on the grantee exercising the underlying option.
9.6 Nontransferability. No Stock Option will be transferable by the optionee other than by will or by the laws of descent and distribution. All Stock Options will be exercisable, subject to the terms of the Plan, only by the optionee, the guardian or legal representative of the optionee, or any person to whom such Stock Option is transferred pursuant to this paragraph, it being understood that the term "holder" and "optionee" include such guardian, legal representative and other transferee. No Stock Option will be subject to execution, attachment or other similar process.
Upon the termination of a trust by the custodian or trustee thereof, or the dissolution or other termination of the family partnership or the termination of a custodianship under the Uniform Transfers to Minor Act or any other similar statute, to the person or persons who, in accordance with the terms of such trust, partnership or custodianship are entitled to receive the Nonqualified Stock Option held in trust, partnership or custody.
In such event, the spouse, lineal descendant, trustee, partnership or custodianship will be entitled to all of the participant's rights with respect to the assigned portion of the Nonqualified Stock Option, and such portion will continue to be subject to all of the terms, conditions and restrictions applicable to the Nonqualified Stock Option.
9.7 Cashing Out. On receipt of written notice of exercise, the Committee may elect to cash out all or part of the portion of the shares of Common Stock for which a Stock Option is being exercised by paying the optionee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock over the option price times the number of shares of Common Stock for which the Stock Option is being exercised on the effective date of such cash-out. In addition, notwithstanding any other provision of the Plan, the Committee, either on the Grant Date or thereafter, may give a participant the right to voluntarily cash-out the participant's outstanding Stock Options during the seventy (70)-day period following a Change in Control. A participant who has such a cash-out right and elects to cash-out Stock Options may do so during the seventy (70)-day period following a Change in Control by giving notice to the Company to elect to surrender all or part of the Stock Option to the Company and to receive cash, within thirty (30) days of such election, in an amount equal to the amount by which the Change in Control Price per share of Common Stock on the date of such election exceeds the exercise price per share of Common Stock under the Stock Option multiplied by the number of shares of Common Stock granted under the Stock Option as to which this cash-out right is exercised.
9.8 Term of Options. Each Option granted to a participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.
10.1 Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights, subject to the terms of the Plan. Stock Appreciation Rights granted with a Nonqualified Stock Option may be granted either on or after the Grant Date. Stock Appreciation Rights granted with an Incentive Stock Option may be granted only on the Grant Date of such Stock Option. Notices of Stock Appreciation Rights granted with Stock Options may be incorporated into the Notice of the Stock Option. Notices of Stock Appreciation Rights will indicate whether the Stock Appreciation Right is independent of any Award or granted with a Stock Option, the price, the term, the method of exercise and the form of payment. The grant of a Stock Appreciation Right shall be at a price per share that is at least equal to the Fair Market Value of a share of Common Stock as of the Grant Date of such Appreciation Right.
10.2 Exercise. A participant can exercise Stock Appreciation Rights, in whole or in part, at any time after the Vesting Date and before the Expiration Date, or, with respect to Stock Appreciation Rights granted in connection with any Stock Option, at such time or times and to the extent that the Stock Options to which they relate are exercisable, by giving written notice of exercise to the Company specifying the number of Stock Appreciation Rights to be exercised. A Stock Appreciation Right granted with a Stock Option may be exercised by an optionee by surrendering any applicable portion of the related Stock Option in accordance with procedures established by the Committee. To the extent provided by the Committee, Stock Options which have been so surrendered will no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.
per share multiplied by the number of shares in respect of which the Stock Appreciation Right is being exercised. Upon the exercise of a Stock Appreciation Right granted with any Stock Option, the Stock Option or part thereof to which such Stock Appreciation Right is related will be deemed to have been exercised for the purpose of the limitation set forth in Section 4 Shares on the number of shares of Common Stock to be issued under the Plan, but only to the extent of the number of shares delivered upon the exercise of the Stock Appreciation Right.
10.4 Nontransferability. Stock Appreciation Rights will be transferable only to the extent they are granted with any Stock Option, and only to permitted transferees of such underlying Stock Option in accordance with the Nontransferability provisions of Section 9.
10.5 Term of Stock Appreciation Right. Each Stock Appreciation right granted to a participant shall expire at such time as the Committee shall determine at the time of grant; however, no Stock Appreciation Right shall be exercisable later than the tenth (10th) anniversary date of its grant.
"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions, including, but not limited to, forfeiture of the FMC Technologies, Inc. Incentive Compensation and Stock Plan and a Restricted Stock Notice. Copies of such Plan and Notice are on file at the offices of FMC Technologies, Inc."
The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon will have lapsed and that, as a condition of any Award of Restricted Stock, the participant will have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award. The Notice or certificates will indicate any applicable Performance Goals, any applicable designation of the Restricted Stock as a Qualified Performance-Based Award and the form of payment.
11.2 Participant Rights. Subject to the terms of the Plan and the Notice or certificate of Restricted Stock, the participant will not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock until the later of the Vesting Date and the date any applicable Performance Goals are satisfied. Except as provided in the Plan and the Notice or certificate of the Restricted Stock, the participant will have, with respect to the shares of Restricted Stock, Dividend Equivalent Rights, if so granted.
11.3 Settlement. As soon as practicable after the later of the Vesting Date and the date any applicable Performance Goals are satisfied and prior to the Expiration Date, unlegended certificates for such shares of Common Stock will be delivered to the participant upon surrender of any legended certificates, if applicable.
12.1 Performance Units, Stock Units or Restricted Stock Units. The Committee is authorized to grant Performance Units, French Restricted Stock Units, Stock Units or Restricted Stock Units, subject to the terms of the Plan. French Restricted Stock Units shall be granted pursuant to provisions contained in Appendix A of the Plan. Except for Sections 8 through 11 of the Plan, which have no application to French Restricted Stock Units, French Restricted Stock Units shall be subject to the terms of the Plan and the terms of Appendix A of the Plan. Notices of Performance Units will indicate any applicable Performance Goals, any applicable designation of the Award as a Qualified Performance-Based Award and the form of payment.
12.2 Settlement. Except as otherwise provided in Section 14, as soon as practicable after the later of the Vesting Date and the date any applicable Performance Goals are satisfied, but in any event within seventy (70) days following the later of such events, Performance Units, Stock Units or Restricted Stock Units will be paid in the manner as provided in the Notice. Payment of Performance Units, Stock Units or Restricted Stock Units will be made in an amount of cash equal to the Fair Market Value of one share of Common Stock multiplied by the number of Performance Units, Stock Units or Restricted Stock Units earned or, if applicable, in a number of shares of Common Stock equal to the number of Performance Units, Stock Units or Restricted Stock Units earned, each as determined by the Committee. Notwithstanding the preceding to the contrary, French Restricted Stock Units shall be settled pursuant to the terms of Appendix A of the Plan.
The Committee is authorized to make, either alone or in conjunction with other Awards, Awards of cash or Common Stock and Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including, without limitation, convertible debentures.
14.1 Annual Retainer. Each Non-Employee Director will receive an Annual Retainer in such amount as will be determined from time to time by the Board. Until changed by resolution of the Board, the Grant Date of the Annual Retainer will be May 1 of each year, and the amount of the Annual Retainer will be reviewed and adjusted only by Board resolution. At the election of the Non-Employee Director, all or a portion of the Annual Retainer may be paid in the form of Stock Units or Restricted Stock Units on the Grant Date, provided the Non-Employee Director makes an irrevocable election to receive such Stock Units or Restricted Stock Units in lieu of cash on or before December 31 of the year prior to the fiscal year in which the Annual Retainer is to be earned. Any portion of the Annual Retainer for which the Non-Employee Director does not elect to be paid in the form of Stock Units or Restricted Stock Units shall be paid in cash in quarterly installments within seventy (70) days following the end of each calendar quarter. The number of Stock Units or Restricted Stock Units constituting the Annual Retainer for each Non-Employee Director will be equal to the number obtained by dividing the value of the retainer which the Non-Employee Director has elected to defer by the Fair Market Value of the Common Stock on the Grant Date.
14.2 Annual Award. In addition to the Annual Retainer, the Board has the authority to grant Non-Employee Directors Stock Options, Restricted Stock, Stock Units or Restricted Stock Units, subject to the terms of the Plan.
14.3 Meeting Fees. Each Non-Employee Director will receive a meeting fee in such amount as will be determined from time to time by the Board for attending each meeting of the Board and its committees, including extraordinary and special meetings. The meeting fee will be reviewed by the Board and may only be changed by a resolution of the Board. It is payable in cash within seventy (70) days following the end of each calendar quarter.
14.4 Committee Chairman Fees. Each Non-Employee Director who serves as a chairman of a committee of the Board will receive a committee chairman fee in such amount as determined by the Board for the tenure of such service. The Committee chairmen fee may vary among the committees and may only be changed upon a resolution of the Board. It is payable in cash in quarterly installments within seventy (70) days following the end of each calendar quarter.
14.5 Vesting. Awards granted to Non-Employee Directors, including the portion of the Annual Retainer paid in the form of Stock Units or Restricted Stock Units under Section 14.1, will have a Vesting Date as determined by the Board. Unless otherwise provided in the Award, such Vesting Date will be the date of the Company's annual stockholder's meeting next following the Grant Date.
14.6 Separation from Service. Except as provided below, if a Non-Employee Director has a Separation from Service prior to the Vesting Date of a Stock Unit or Restricted Stock Unit, any unvested Stock Units or Restricted Stock Units are forfeited and all further rights of the Non-Employee Director to or with respect to such Stock Units or Restricted Stock Units terminate. If a Non-Employee Director dies while serving as a director of the Company, any vested Stock Units or Restricted Stock Units will be paid to the person designated in the Non-Employee Director's last will and testament or, in the absence of such designation, to his or her estate. Upon death or disability, any unvested Stock Units or Restricted Stock Units will vest and become payable in a proportionate amount, based upon the full months of service completed during the vesting period from the Grant Date to the date of death or disability. Any unvested Stock Units or Restricted Stock Units vest and become immediately payable upon a Change in Control. For purposes of this section 14.6, the term disability shall have such meaning as is set forth under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").
death, disability, or Change in Control. Stock Units or Restricted Stock Units will be valued using the Fair Market Value of Common Stock on the last business day of his or her service on the Board for settlements made at Separation of Service. For settlements of Stock Units or Restricted Stock Units made in elected payment period, Stock Units or Restricted Stock Units will be valued using the Fair Market Value of Common Stock on May 1st of the payment year.
Management Incentive Awards become fully vested to the full extent of all or a portion of the maximum amount of the original grant as provided in the Notice, or, if not provided in the Notice, as determined by the Committee, and such Management Incentive Awards will be settled in cash or Common Stock, as determined by the Committee, as promptly as is practicable following the Change in Control.
The Committee may also make additional substitutions, adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan's purposes.
treated as an acquisition of stock. This applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction.
Persons Acting as a Group: Persons will not be considered to be acting as a group solely because they (i) purchase or own stock of the same corporation at the same time, or as a result of the same public offering, or (ii) purchase assets of the same corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.
A Change in Effective Control will have occurred only if the Covered Employee is employed by the Company or an Affiliate upon the date of the Change in Effective Control or the Company is liable for the payment of the benefits hereunder and no other corporation is a majority shareholder of the Company. Further, in the absence of an event described in paragraph (i) or (ii), a Change in Effective Control of the Company will not have occurred.
Acquisition of additional control: If any one person, or more than one Person Acting as a Group, is considered to effectively control the Company, the acquisition of additional control of the Company by the same person or persons is not considered to cause a Change in Effective Control of the Company (or to cause a Change in Ownership of the Company).
"Change in Ownership of a Substantial Portion of Assets": A Change in Ownership of a Substantial Portion of Assets occurs on the date that any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii).
A person's status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the Company has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Company after the transaction is not treated as a Change in Ownership of a Substantial Portion of Assets of the Company.
15.3 Change in Control Price. For purposes of the Plan, "Change in Control Price" means the higher of (a) the highest reported sales price, regular way, of a share of Common Stock in any transaction reported on the New York Stock Exchange or other national exchange on which such shares are listed during the sixty (60)-day period prior to and including the date of a Change in Control; or (b) if the Change in Control is the result of a tender or exchange offer or a Corporate Transaction, the highest price per share of Common Stock paid in such tender or exchange offer or Corporate Transaction; provided, however, that in the case of Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, the Change in Control Price will be in all cases the Fair Market Value of the Common Stock on the date such Incentive Stock Option or Stock Appreciation Right is exercised. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other noncash consideration, the value of such securities or other noncash consideration will be determined by the Committee.
satisfy the repayment obligation. The determination of whether a participant has engaged in a serious breach of conduct or any activity in competition with the business of the Company or any Affiliate will be made by the Committee in good faith. This Section 16 will have no application following a Change in Control.
The Committee may amend, alter, or discontinue the Plan or any Award, prospectively or retroactively, but no amendment, alteration or discontinuation may impair the rights of a recipient of any Award without the recipient's consent, except such an amendment made to comply with applicable law, stock exchange rules or accounting rules.
No amendment will be made without the approval of the Company's stockholders to the extent such approval is required by applicable law or stock exchange rules, or, to the extent such amendment increases the number of shares available for delivery under the Plan, or changes the option price after the Grant Date.
No award of Performance Units may be granted to Non-Employee Directors under Section 14 of this Plan after February 16, 2011 or, if later, the date that is ten years from the date a majority of the stockholders of the Company approve the most version of the Plan.
It is presently intended that the Plan constitutes an "unfunded" plan for incentive compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements will be consistent with the "unfunded" status of the Plan.
Each person purchasing or receiving shares pursuant to an Award may be required to represent to and agree with the Company in writing that he or she is acquiring the shares without a view to the distribution of the shares.
The certificates for shares issued under an Award may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.
Obtaining any other consents, approval, or permit from any state or federal governmental agency which the Committee deems necessary or advisable.
The Company will not issue fractions of shares. Whenever, under the terms of the Plan, a fractional share would otherwise be required to be issued, the participant will be paid at Fair Market Value for such fractional share by rounding down the number of shares received to the nearest whole number and paying in cash the value of the fractional share.
In the case of a grant of an Award to any Eligible Individual of an Affiliate of the Company, the Company may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer the shares of Common Stock to the Eligible Individual in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled revert to the Company.
19.2 Employment. The Plan will not constitute a contract of employment, and adoption of the Plan will not confer upon any employee any right to continued employment, nor will it interfere in any way with the right of the Company or an Affiliate to terminate at any time the employment of any employee or the membership of any director on a board of directors or any consulting arrangement with any Eligible Individual.
19.3 Tax Withholding Obligations. No later than the date as of which an amount first becomes includible in the gross income of the participant for federal income tax purposes with respect to any Award under the Plan, the participant will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement; provided that not more than the legally required minimum withholding may be settled with Common Stock. The obligations of the Company under the Plan will be conditional on such payment or arrangements, and the Company and its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.
19.4 Beneficiaries. The Committee will establish such procedures as it deems appropriate for a participant to designate a beneficiary to whom any amounts payable in the event of the participant's death are to be paid or by whom any rights of the participant, after the participant's death, may be exercised.
19.5 Governing Law. The Plan and all Awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. Notwithstanding anything herein to the contrary, in the event an Award is granted to Eligible Individual who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may modify the provisions of the Plan and/or any such Award as they pertain to such individual to comply with and account for the tax and accounting rules of the applicable foreign law so as to maintain the benefit intended to be provided to such participant under the Award.
19.6 409A. Except for Section 14 of the Plan, the Plan is not intended to provide for the "deferral of compensation" under Section 409A of the Code and, as a result, the Plan (except for Section 14) is not intended to be subject to 409A of the Code. The Plan (except for Section 14) shall, as a result, be administered and interpreted in a manner consistent with such intent. Section 14 of the Plan is intended, in part, to provide for the "deferral of compensation" under 409A of the Code and, as a result, is intended to be subject to 409A of the Code. Section 14 of the Plan shall therefore be administered and interpreted in a manner consistent with such intent.
19.7 Nontransferability. Except as otherwise provided in Section 9 Stock Options and Section 10 Stock Appreciation Rights, or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.
19.8 Severability. Wherever possible, each provision of the Plan and of each Award and of each Notice will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of the Plan, any Award or any Notice is found to be prohibited by or invalid under applicable law, then (a) such provision will be deemed amended to and to have contained from the outset such language as will be necessary to accomplish the objectives of the provision as originally written to the fullest extent permitted by law; and (b) all other provisions of the Plan and any Award will remain in full force and effect.
19.9 Strict Construction. No rule of strict construction will be applied against the Company, the Committee or any other person in the interpretation of the terms of the Plan, any Award, any Notice, any other agreement or any rule or procedure established by the Committee.
19.10 Stockholder Rights. Except as otherwise provided herein, no participant will have dividend, voting or other stockholder rights by reason of a grant of an Award or a settlement of an Award in cash.
IN WITNESS WHEREOF, the Company has executed this Plan, as amended and restated, by a duly authorized representative this 21st day of February.
This Appendix A to the Plan hereby constitutes a sub-plan of the Plan for the purpose of granting Restricted Stock Units which qualify for favorable French personal income tax and social security treatment in France applicable to shares granted for no consideration under Sections L. 225-197-1 to L. 225-197-5 of the French Commercial Code, as amended (hereafter defined as "French Restricted Stock Units"), for qualifying employees in France who are residents in France for French tax purposes (hereafter the "French Award Participants").
The terms of Appendix A of the Plan applicable to French Restricted Stock Units constitute the Long-Term Incentive Plan for the Grant of French-qualified Restricted Stock Units to Employees in France (the "French Restricted Stock Units Plan"). Under the French Restricted Stock Units Plan, qualifying employees will be granted French Restricted Stock Units only as set forth in paragraph 4 of this Appendix A.
All capitalized terms, unless otherwise defined herein, shall have the meaning ascribed to them in the Plan.
The term "French Entity" has such meaning as is given to it under the definition of "Affiliate" in Section 2.1 of the Plan.
The term "French Award Participant" has such meaning as is given to it in the "Introduction" section of Appendix A.
(c) French Restricted Stock Units.
The term "French Restricted Stock Units" has such meaning as is given to it in the "Introduction" section of Appendix A.
The term "Grant Date" shall be the date on which the Committee both (1) designates the French Award Participant, and (2) specifies the terms and conditions of the French Restricted Stock Units, including the number of shares of Common Stock to be issued at a future date, the conditions for the vesting of the French Restricted Stock Units, the conditions for the issuance of the shares of Common Stock underlying the French Restricted Stock Units, if any, and the conditions for the transferability of the shares of Common Stock once issued, if any.
The term "Vesting Date" shall mean the date on which the shares of Common Stock underlying the French Restricted Stock Units become non-forfeitable. The Committee may provide in the applicable statement that shares of Common Stock underlying the French Restricted Stock Units will be issued only at a date (the "Settlement Date") occurring on or after the Vesting Date. Prior to the Vesting Date, the French Restricted Stock Units shall remain subject to a substantial risk of forfeiture.
(ii) Any period during which the corporate management of the Company possesses confidential information which could, if disclosed to the public, significantly impact the quotation of the Common Stock, until ten quotation days after the day such information is disclosed to the public.
If the French Commercial Code is amended after adoption of this French Restricted Stock Units Plan to modify the definition and/or applicability of the Closed Periods to French-qualified Restricted Stock Units, such amendments shall become applicable to any French Restricted Stock Units granted under this French Restricted Stock Units Plan, to the extent required under French law.
The term "Settlement Date" shall mean the date on which the shares of Common Stock underlying the French Restricted Stock Units will be issued to the French Award Participant and as from which the French Award Participant will receive any dividends, voting and other shareowner rights with respect to the shares and, in any event, such date shall be within seventy (70) days following the Vesting Date.
(a) Subject to Section 3(c) below, any French Award Participant who, on the Grant Date of the French Restricted Stock Units and to the extent required under French law, is either employed under the terms and conditions of an employment contract with a French Entity ("contrat de travail") or who is a corporate officer of a French Entity, shall be eligible to receive, at the discretion of the Committee, French Restricted Stock Units under this French Restricted Stock Units Plan, provided that he or she also satisfies the eligibility conditions of Section 5 of the Plan.
(b) French Restricted Stock Units shall not be issued to a director of a French Entity, other than the managing directors (e.g., Président, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), unless the director is an employee of a French Entity, as defined by French law.
(c) French Restricted Stock Units shall not be issued under this French Restricted Stock Units Plan to employees owning more than ten percent (10%) of the Company's share capital or to individuals other than employees and corporate officers of a French Entity.
Conditions of the French Restricted Stock Units.
There shall be no consideration whatsoever payable for the grant of French Restricted Stock Units.
(b) Settlement of French Restricted Stock Units.
The first Settlement Date of French Restricted Stock Units shall not occur prior to the expiration of a two-year period as calculated from the Grant Date, or such other period as is required to comply with the minimum mandatory vesting period applicable to French-qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended.
However, notwithstanding the above, in the event of the death of a French Award Participant or a permanent invalidity of the French Award Participant corresponding to the 2nd or 3rd category among the categories set forth in article L 341-4 of the French Social Security Code, all French Restricted Stock Units held by the French Award Participant at the time of death or permanent invalidity (whether vested or unvested) shall become immediately vested. In the event of a death, the Company shall issue the underlying shares of Common Stock to the French Award Participant's heirs, at their request made within 6 months following the date of death of the French Award Participant.
A French Award Participant shall not be entitled to any dividends (or other distributions made) and shall have no right to vote in respect of the French Restricted Stock Units, until the underlying shares of Common Stock have been issued to the French Award Participant. As from the Settlement Date, the French Award Participant shall be entitled to dividends, distributions, right to vote or any other rights attached to the shares as they arise.
The sale of shares of Common Stock issued pursuant to the French Restricted Stock Units may not occur prior to the relevant anniversary of the Settlement Date specified by the Committee and in no case prior to the expiration of a two-year period as calculated from the Settlement Date, or such other period as is required to comply with the minimum mandatory holding period applicable to French-qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended, even if the French Award Participant is no longer an employee or corporate officer of a French Entity.
However, in the event of death of a French Award Participant or his/her permanent invalidity corresponding to the 2nd or 3rd category among the categories set forth in article L 341-4 of the French Social Security Code, the shares of Common Stock underlying French Restricted Stock Units, when issued, shall become freely transferable.
Shares of Common Stock underlying French Restricted Stock Units may not be sold by French Award Participants during a Closed Period, so long as and to the extent such Closed Periods are applicable to French-qualified Restricted Stock Units under French law.
(e) French Award Recipient's Account.
The shares issued to the French Award Participant pursuant to the French Restricted Stock Units shall be recorded in an account in the name of the French Award Participant with the Company or a broker or in such other manner as the Company may otherwise determine in order to ensure compliance with applicable law.
Non-transferability of French Restricted Stock Units.
Except in the case of death and under the conditions set forth paragraph 4(b) of this Appendix A, French Restricted Stock Units may not be transferred to any third party.
Adjustments and Change in Control.
In the event of a corporate transaction or a Change in Control as set forth in Section 15 of the Plan, adjustments to the terms and conditions of the French Restricted Stock Units or underlying shares of Common Stock may be made only in accordance with the Plan, in which case the French Restricted Stock Units may no longer qualify as French-qualified Restricted Stock Units.
It is intended that French Restricted Stock Units granted under this French Restricted Stock Units Plan shall qualify for the favorable tax and social security treatment applicable to French-qualified Restricted Stock Units granted under Sections L. 225-197-1 to L. 225-197-5 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws. The terms of this French Restricted Stock Units Plan shall be interpreted accordingly and in accordance with the relevant guidelines published by French tax and social security administrations and subject to the fulfilment of certain legal, tax and reporting obligations, if applicable. However, certain corporate transactions may impact the qualification of the French Restricted Stock Units and the underlying shares of Common Stock for the favorable regime in France.
The adoption of this French Restricted Stock Units Plan shall not confer upon the French Award Participants, or any employees of a French Entity, any employment rights and shall not be construed as part of any employment contracts that a French Entity has with its employees.
The French Restricted Stock Units Plan, in its entirety, as set forth in this Appendix A to the Plan, was adopted by a meeting of the Committee on February 25, 2010 and became effective as of February 25, 2010.


Im not from england so exscuse me for my written englisht.
i have to buid a project in university but now i have a problem.
What you are trying to build is called a Nested IF. You're not "multiplying" an IF formula, but simply having it check for multiple conditions and return a value based on what it finds.
The key thing to keep in mind is that an IF formula works from left to right and stops as soon as it finds a condition that is TRUE. Therefore you need to make sure that you put your conditions in the proper order to get the results that you want.
For example, if you want the IF to return a certain value if A1 is greater than 400, but a different value if A1 is greater than 500, then you have to check for "500" first. Since 550 is greater than 400, if you check for >400 first that condition will be TRUE and you'll never get the value you want for >500.
What we're doing here is asking for a "value" [e.g. (A1-10)*0.1)] when a condition is TRUE and performing another IF if the condition is FALSE. As I said earlier, the IF function will evaluate the conditions from left to right until it finds a condition that is TRUE, and then return the value_if_true associated with that condition.
You'll note that the final part of the Nested IF reads "The value in A1 doesn't fit any of your criteria".
The reason for this is that you have told Excel what to do for values <10 and >10.001, as well as <30 and >30.001, but you haven't told Excel what to do if the A1 equals 10, 10.001, 30 or 30.001.


I had the chance to visit Ms. Jackies Sunday School class and they blessed my socks off! Ms. Jackie was being assisted by Dakota Coulter and it's plain to see that Dakota is on his way to being a teacher of God's Word as well. At the end of the lesson, Ms. Jackie asked if any of the kids would like to say the Lord's Prayer and I was truly blessed as one of the girls recited it. Jackie has been teaching these 6-9 year olds the Lords Prayer because Jesus gave it to us as a pattern of how to pray and if Jesus said this prayer, it is important for us to learn it. I was very impressed with what these kids were learning in her class. Thank you, Jackie, for giving of your time and talents to these kids and making a difference in their lives. Thanks to you, Dakota, as well. I'm sure God is smiling down on your life. God Bless you both!


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Top royal stories of 2019 The 25 best TV shows Stars we've lost in the entertainment industry in 2019. Latest in entertainment
It's good to be king: Disney's 'The Lion King' remake rakes in a record-setting $185M
Lindsey Bahr
LOS ANGELES – If there was any doubt that the 2019 box office belonged to Disney, this weekend put an end to it. Not only did its photorealistic remake of "The Lion King" devour opening weekend records for the month of July and PG-rated films, but "Avengers: Endgame" also crept past "Avatar" to become the highest-grossing film of all time.
"The Lion King" roared into 4,725 North American theaters, where it grossed a stunning $185 million, according to studio estimates on Sunday. Although reviews were mixed for Jon Favreau's remake of the 1994 animated film, audiences still turned out in droves to hear the A-list voice cast, from Beyoncé to Donald Glover, and see the innovative technology that made the film possible.
"We've had a spectacular run this weekend," says Cathleen Taff, Disney's president of distribution. "We really did know we had something special with ("The Lion King"), given its popularity with fans of all ages."
The new 'Lion King':What's different from the animated version (aside from the obvious)?
Related:I was so excited to see the Disney remakes ... but now I'm over it
Industry experts had pegged "The Lion King" for a $150 million opening, which turned out to be far too modest a projection. Instead, with $185 million, Disney got a few records to boast about: It's the ninth-biggest opening of all time, a July record (unseating "Harry Potter and the Deathly Hallows Part 2") and a PG-rating record (taking over from "Incredibles 2").
It's the second time this year a beloved Disney brand has overwhelmed a tepid critical response. "Aladdin," which is still in the top 10 after nine weeks in theaters, has made $989 million globally.
"Certain brands have so much goodwill and equity," says Paul Dergarabedian, senior media analyst for Comscore. "Reviews clearly didn't matter at all."
Having opened in China a week early, "The Lion King" has amassed more than $531 million in just 10 days. Audiences also embraced large format and 3D for the event film: 36% of that total came from 3D showings and $25.2 million from IMAX.
This is just the latest in a long string of wins for Disney, which now holds five of the top six spots for the year. It's evident even in this weekend's charts. Five weeks in, "Toy Story 4" is still at No. 3 with an additional $14.6 million (behind "Spider-Man: Far From Home," which slipped to second in its third weekend with $21 million). The Pixar sequel has grossed $859.4 million globally. "Aladdin" is No. 7, with $3.8 million.
And then there is "Avengers: Endgame," which didn't make the top 10, but that hardly matters. With $1.5 million globally added this weekend, it surpassed the all-time record of "Avatar," not accounting for inflation.
"Avatar" grossed $2.789 billion worldwide, and "Avengers: Endgame" is currently at $2.79 billion.
"'Endgame' finally did it," Taff says. "It's a huge achievement."
Comic-Con:Marvel announces 'Black Widow,' fourth 'Thor' film, Mahershala Ali as 'Blade'
'I'm not what I did with that studio':Robert Downey Jr. talks reinventing his career post-'Avengers'
Marvel Studios president Kevin Feige previewed that this was a sure thing Saturday night at San Diego Comic-Con.
"You have to shout-out to Mr. James Cameron, who held that title for a long time," Feige told the crowd. "If you adjust for inflation, he still holds the title, and he'll probably get the title again as soon as he puts out another movie. But for right now ... 'Avengers: Endgame' is the biggest film of all time."
This weekend helped knock the year-to-date deficit from 9.1% to 7.2%.
"That's what a massive Disney debut will do for the box office," Dergarabedian says. "You've got to give some credit to the holdovers that are doing quite well, like (the Beatles-inspired fantasy) 'Yesterday.' But it's just a great weekend for the industry and absolutely a shot in the arm that was needed."
Rounding out the rest of the top five: The alligator disaster movie "Crawl" finished fourth with $6 million and "Yesterday" was fifth with $5.1 million.
Final numbers are expected Monday.
Contributing: Kim Willis

redpajama_set_name: RedPajamaCommonCrawl


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Where Does Team Ineos Go From Here?
Bernal's crash poses his Ineos team with a lot of tough questions about their strategy for the 2022 season. How should they respond?
The world of professional cycling has had news and events coming thick and fast in recent days. The season has (kind of) started with some (training) races in Spain (please save yourself time and energy and do not read anything into these results) and Cyclocross Worlds heads across the pond to Fayetteville, Arkansas this weekend. Cliff notes: Marianne Vos has a good chance of winning her 8th World title in the Women's races while the Men's field has been decimated by COVID positives and the absence of both Wout van Aert and Mathieu van der Poel, and Lars van der Har, who went from promising up-and-comer to permanent also-ran due to the sudden rise of MvdP and Van Aert, could finally win his first Men's Elite World title.
But, the event from the past week that will have the most impact on this coming season was the news that Egan Bernal suffered a season-ending crash while out training in Colombia. While I believe that current speculation on how Bernal may or may not potentially recover from his injuries is neither accurate nor fruitful since we all essentially know nothing about the nuances of the situation, the path in which his Ineos team chooses to move forward from the news will have significant implications for the 2022 season and can be speculated on quite accurately.
Ineos, unlike nearly every other professional team, tends to sit on their grand tour lineup decisions for as long as possible, sometimes only releasing their Tour de France lineup a week or two before the event, but it was fairly safe to assume that Egan Bernal was front and center in their plans for a victorious return to the Tour de France in 2022. The Colombian is part of an extremely select fraternity of riders with the physical tools to hang with the new generation of grand tour winners.
This means the team will have a few difficult questions before them as they set their lineups for the upcoming Spring Classics and the three Grand Tours.
Potential Grand Tour Leaders In 2022
There are a few major questions the team must face before deciding anything. First of all is if they even want to attempt to win the 2022 Tour de France, or if they simply punt the event and focus on winning major one-day races, the Giro and the Vuelta, or if they tear up everything they have already planned and send the strongest possible team to the Tour at the expense of more certain victories at the lesser grand tours.
While there has been a recent unofficial release of a tentative Giro d'Italia lineup that includes Richard Carapaz, Tom Pidcock, Richie Porte, Tao Geoghegan Hart, Elia Viviani, and Ben Swift, Bernal's absence means the team will almost certainly have to shift these plans.
When we look at their historical success in the general classification of grand tours, they do have an impressive four grand tour gc winners, along with a few promising young prospects.
Historical GC Success Chart
But oddly, the sport's richest team, with a budget close to $60 million per year, is shockingly light on Tier 1 grand tour contenders when we re-frame the selection to include current form/availability heading into 2022. When we lay out their current depth chart, the uphill battle they will face in 2022 without Bernal quickly becomes clear.
2022 Grand Tour Depth Chart
Serious Viable Grand Tour Contender
Richard Carapaz
Some Past Success But Unlikely To Win
Tao Geoghegan Hart
Adam Yates
Has The Physical Talent But Lacks Any Past Success
Pavel Sivakov
Has Past Success But Are Well Past Their Prime
Unproven Hail Mary Options
Filippo Ganna
Tom Pidcock
Finding Ineos' Best Grand Tour Strategy
Carapaz, who finished third overall at the 2021 Tour de France, is now the team's undisputed best grand tour GC option. This should lead the team to the obvious decision to change gears and allow Carapaz to have leadership of the team for the 2022 Tour de France. While 2021 showed us that he simply doesn't have the time trial ability to hang with Tadej Pogačar in a head-to-head grand tour crash and that a repeat of the 2021 results is likely, he is the team's only rider with the caliber to win a grand tour in 2022 and this would at least give the team a chance to capitalize on mistakes from Pogačar, Primož Roglič, and Jonas Vingegaard.
Grand Tour Strategy That Gives Best Chance of Tour de France Win
Leader: Adam Yates
Backup: Tao Geoghegan Hart
Leader: Richard Carapaz
Backup: Daniel Martinez
Get Yellow On Day 1 & Hold For as Long as Possible: Filippo Ganna
Backup: Richard Carapaz
Another school of thought regarding this decision is to essentially tank the Tour de France by sending Carapaz to the Giro d'Italia, which only features 26-kilometers of time trials along with the later-season Vuelta a Espana, which has 31-kilometers of individual time trialing (along with 23 team time trial kilometers). This decision would give Ineos the greatest chance of winning the greatest number of grand tours in 2022.
Grand Tour Strategy That Maximizes Wins
Backup: Adam Yates
And yet another school of thought is to realize that without Bernal, they don't have a realistic chance of toppling the best GC riders in the world and simply doubling down on lathering the British media up into a publicity frenzy by 'playing the hits'.
Grand Tour Strategy That Maximizes Publicity
Leader: Geraint Thomas
Backup #1: Tao Geoghegan Hart
Backup #2: Richie Porte
Backup: Richie Porte
However, Team Owner Jim Ratcliffe almost certainly didn't buy the team to win secondary grand tours. Ratcliffe invests obscene amounts of money into sport every season with the single goal of winning (even though every sports franchise he has purchased has seen a performance dip since he took ownership). For Britain's richest person, the Tour de France represents the sport's only befitting prize.
Shift Focus To The One-Day Classics
Ineos might be the sport's most successful team at the Tour de France over the past decade, but their track record in the sport's one-day races, particularly the cobbled classics, is far from perfect and has fallen off a cliff since the 2017 season.
Ineos 'Classics' Historical Results
And if we narrow in on just the sport's five Monuments, their lack of success is notable. Despite having the biggest payroll in the sport for over a decade, they have only walked away with a total of two Monument wins.
Ineos Historical Monument Results
But, the 2022 season presents an opportunity to drastically change this narrative. While they might not currently have the world's best grand tour GC riders on their roster, they do have a surprising amount of elite one-day talent for a team that is almost solely dedicated to winning the Tour de France.
Outside of superstar young talent Tom Pidcock and up-and-comer Ethan Hayter, the team has Dylan van Baarle, who finished an impressive second place at the 2021 World Road Race Championships and won the cobbled semi-classic Dwars door Vlaanderen earlier in the year.
In his maiden road season in 2021, Pidcock thrived in Spring one-day races that suited his open and high-octane style of racing. He won Brabantse Pijl, finished second at Amstel Gold, third at Kuurne–Brussels–Kuurne and fifth at Strade-Bianche. He might have struggled in the major cobbled classics, likely due to his lack of experience and extremely lightweight frame (at a listed 127lbs, he would become one of the lightest winners of Flanders and/or Paris-Roubaix), but if Ineos can guide Pidock to simply focus on the Italian and Ardennes one-days in 2022, they could feasibly double the team's total number of Monument wins (currently at 2).
And this isn't even taking into account Richard Carapaz, who won arguably the biggest non-cobbled one-day race of 2021 by taking Gold at the Olympic Road Race and would be a perfect candidate to win Liège-Bastogne-Liège in 2022.
With this combination of an extremely strong collection of one-day talent and a lack of true top tier GC talent, in my opinion, Ineos would be smart to race to the strengths of their roster and call an audible by going all-in on the sport's biggest one-day races and taking that same aggressive racing style to the three grand tours in an attempt to sow as much chaos as possible.
This style, which is the antithesis of their uber-controlled tactics that they've practiced for a decade (and which essentially handed Pogačar the 2021 Tour on a platter), won't guarantee results but will maximize their chances of success against the more talented competition. It just remains to be seen if the capital and management at Ineos can divorce themselves from the idea that they should enter the sport's biggest race as the sport's strongest team, and instead, face facts and race with the aim of creating chaos, which at this point, is their only real chance of getting back into their Tour de France winning ways.


Svend Reuse's analysis of the theoretical status quo of corporate evaluation in the German banking sector shows that only the earnings value method, the equity approach and the multiplier method are useful in this context. The results of his empirical study demonstrate that many banks do not implement shareholder value in practice, but favour periodic variables for their management. Based on the results of the study, the author presents a new model to quantify the value of German banks. Finally, he offers solutions to the problem that banks do not interlink the evaluation of their own value with a value-oriented management process.
Svend Reuse, MBA, studierte bei Prof. Dr. Eric Frère an der Fachhochschule für Ökonomie und Management, Essen. Er ist Leiter der Abteilung Controlling der Sparkasse Mülheim.


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The Fifth Party System is the era of American national politics that began with the New Deal in 1932 under President Franklin D. Roosevelt. This era of Democratic Party-dominance emerged from the realignment of the voting blocs and interest groups supporting the Democratic Party into the New Deal coalition. Following the Great Depression, most black voters switched from the GOP to the Democratic Party, and some conservative, white southern Democrats shifted to the Republican Party as the Democratic party became known as the party of civil rights; this process accelerated in the 1960s and 1970s. For this reason, it is often called the "New Deal Party System". It followed the Fourth Party System, usually called the Progressive Era, and was followed by the Sixth Party System. However, there is a dispute about when the Sixth Party System began.

History
The onset of the Great Depression undermined the confidence of business in Republican promises of prosperity.  The four consecutive elections, 1932, 1936, 1940, and 1944, of Franklin D. Roosevelt gave the Democrats dominance.  The sweeping victory in 1936 consolidated the New Deal Coalition in control of the Fifth Party System at the presidential level; only Dwight Eisenhower in 1952 and 1956 broke its hold on the White House.

The conservative coalition generally controlled Congress from 1938 to 1964, based on the coalition of Northern Republicans and powerful rural white control of the Democratic Party (and congressional representation) in the South where most blacks were disenfranchised.  Even more powerful were the liberals, who controlled the White House and many states, and in order to promote American liberalism, anchored in a New Deal Coalition of specific liberal groups—especially ethno-religious constituencies (Catholics, Jews)—in addition to liberal white Southerners, well-organized labor unions, urban machines, progressive intellectuals, populist farm groups and some Republicans in the Northeast.

The Republican Party was split. A conservative wing, led by  Senator Robert A. Taft (1889–1953) until his death, nominated  Barry Goldwater in 1964. He lost badly but the faction became dominant under Ronald Reagan from 1980 onward. The liberal moderate wing was more successful before 1980; it was led by politicians of the Northeast and the West Coast, including Thomas Dewey, Nelson Rockefeller, Earl Warren, Jacob Javits, George W. Romney, William Scranton,  Henry Cabot Lodge, and Prescott Bush.  Richard Nixon built his career by appealing to both wings.  Nixon won the White House in 1968 and was reelected in 1972, winning 49 states. Nixon's disgrace in the Watergate scandal ruined him and damaged the standing of the Republican Party nationwide.

The later half of the Fifth Party System would feature many southern revolts from presidential tickets from the Democrats, however all of these tickets would fail to force a contingent election in the House. Strom Thurmond, Harry Byrd and George Wallace in 1948, 1960 and 1968 respectively made impressive showings in the Deep South however did not get far anywhere else.

Analysis

The party system model with its numbering and demarcation of the historical systems was introduced in 1967 by Chambers and Burnham. Much of the work published on the subject has been by political scientists explaining the events of their time as either the imminent breakup of the Fifth Party System, and the installation of a new one, or suggesting that this transition had already taken place some time ago. The notion of an end to the Fifth Party system was particularly popular in the 1970s, with some specifying a culminating date as early as 1960.

In Parties and Elections in America: The Electoral Process (2011), authors L. Sandy Maisel and Mark D. Brewer argue that the consensus among experts is that the Sixth System is underway based on American electoral politics since the 1960s:

Opinions on when the Fifth Party System ended include the following: The elections of 1966 to 1968; the election of 1972; the 1980s, when both parties began to become more unified and partisan; and the 1990s, due to cultural divisions.

Stephen Craig argues for the 1972 elections when Richard Nixon won a 49-state landslide. He notes that, "There seems to be consensus on the appropriate name for the sixth party system... Changes that occurred during the 1960s were so great and so pervasive that they cry out to be called a critical-election period. The new system of candidate-centered parties is so distinct and so portentous that one can no longer deny its existence or its character."

The Princeton Encyclopedia of American Political History dates the start of the Sixth Party system in 1980, with the election of Reagan and a Republican Senate. Arthur Paulson argues, "Whether electoral change since the 1960s is called 'realignment' or not, the 'sixth party system' emerged between 1964 and 1972."

See also
 Party systems in the United States
 Civil rights movement (1896–1954)
 Conservative coalition
 New Deal coalition
 Politics of the Southern United States
 Presidency of Franklin D. Roosevelt, first and second terms
 Presidency of Franklin D. Roosevelt, third and fourth terms
 Presidency of Harry S. Truman
 Presidency of Dwight D. Eisenhower
 Presidency of John F. Kennedy
 Presidency of Lyndon B. Johnson
 Presidency of Richard Nixon
 Presidency of Gerald Ford
 Presidency of Jimmy Carter
 Reagan Era

References

Further reading
 Allswang, John M. New Deal and American Politics (1978), statistical analysis of votes
 Andersen, Kristi. The Creation of a Democratic Majority, 1928–1936  (1979), statistical analysis of polls
  Bibby, John F. "Party Organizations, 1946–1996", in Byron E. Shafer, ed. Partisan Approaches to Postwar American Politics, (1998)
 Cantril, Hadley and Mildred Strunk, eds. Public Opinion, 1935–1946 (1951). (A massive compilation of public opinion polls; online.)
 Caraley, Demetrios James, "Three Trends Over Eight Presidential Elections, 1980–2008: Toward the Emergence of a Democratic Majority Realignment?", Political Science Quarterly, 124 (Fall 2009), 423–42
 Fraser, Steve, and Gary Gerstle, eds. The Rise and Fall of the New Deal Order, 1930–1980 (1990); essays on broad topics.
 Gallup, George. The Gallup Poll: Public Opinion, 1935–1971 (3 vol 1972)
 Geer, John G. "New Deal Issues and the American Electorate, 1952–1988", Political Behavior, 14#1 (March 1992), pp. 45–65 .
 Gershtenson, Joseph. "Mobilization Strategies of the Democrats and Republicans, 1956–2000", Political Research Quarterly Vol. 56, No. 3 (Sep. 2003), pp. 293–308. .
 Green, John C. and Paul S. Herrnson. "Party Development in the Twentieth Century: Laying the Foundations for Responsible Party Government?" (2000)
 Hamby, Alonzo. Liberalism and Its Challengers: From F.D.R. to Bush (1992).
 Jensen, Richard. "The Last Party System: Decay of Consensus, 1932–1980", in The Evolution of American Electoral Systems (Paul Kleppner et al. eds.) (1981)  pp. 219–225.
 Kazin, Michael. What It Took to Win: A History of the Democratic Party  (2022)excerpt

 Ladd, Everett Carll, Jr., with Charles D. Hadley. Transformations of the American Party System: Political Coalitions from the New Deal to the 1970s 2nd ed. (1978).
 Leuchtenburg, William E. In the Shadow of FDR: From Harry Truman to George W. Bush (2001)
 Levine, Jeffrey; Carmines, Edward G.; and Huckfeldt, Robert. "The Rise of Ideology in the Post-New Deal Party System, 1972–1992". American Politics Quarterly (1997) 25(1): 19–34. . Argues that the social basis of the New Deal party system has weakened. The result is ideology shapes partisan support.
 Manza, Jeff and Clem Brooks; Social Cleavages and Political Change: Voter Alignments and U.S. Party Coalitions. Oxford University Press, 1999.
 Manza, Jeff; "Political Sociological Models of the U.S. New Deal". Annual Review of Sociology, 2000. pp. 297+
 Milkis, Sidney M. and Jerome M. Mileur, eds. The New Deal and the Triumph of Liberalism (2002)
 Milkis, Sidney M. The President and the Parties: The Transformation of the American Party System Since the New Deal (1993)
 Murphy, Paul L. ed. "The New Deal Realignment and the Fifth-Party System, 1928-1948" in Paul L. Murphy, ed., Political Parties in American History: 1890-present (vol 3. 1974) pp. 1109-1246.
 Paulson, Arthur. Electoral Realignment and the Outlook for American Democracy (2006)
 Pederson, William D. ed. A Companion to Franklin D. Roosevelt (Blackwell Companions to American History) (2011)
 Riccards, Michael P., and Cheryl A. Flagg eds. Party Politics in the Age of Roosevelt: The Making of Modern America (2022) excerpt

  Robinson, Edgar Eugene. They Voted for Roosevelt: The Presidential Vote, 1932–1944 (1947). Statistical tables of votes by county.
 Schlesinger, Arthur, Jr., ed. History of American Presidential Elections, 1789–2008 (2011). 3 vol and 11 vol editions; detailed analysis of each election, with primary documents;  online v. 1. 1789–1824 – v. 2. 1824–1844 – v. 3. 1848–1868 – v. 4. 1872–1888 – v. 5. 1892–1908 – v. 6. 1912–1924 – v. 7. 1928–1940 – v. 8. 1944–1956 – v. 9. 1960–1968 – v. 10. 1972–1984 – v. 11. 1988–001
 Shafer, Byron E. and Anthony J. Badger, eds. Contesting Democracy: Substance and Structure in American Political History, 1775–2000 (2001)
 Sternsher, Bernard. "The New Deal Party System: A Reappraisal". Journal of Interdisciplinary History v.15#1 (Summer 1984), pp. 53–81. .
 Sternsher, Bernard. "The Emergence of the New Deal Party System: A Problem in Historical Analysis of Voter Behavior". Journal of Interdisciplinary History, v.6#1 (Summer 1975), pp. 127–49.  .
 Sitkoff, Harvard. "Harry Truman and the Election of 1948: The Coming of Age of Civil Rights in American Politics". Journal of Southern History Vol. 37, No. 4 (Nov. 1971), pp. 597–616  .
 Sundquist, James L. Dynamics of the Party System: Alignment and Realignment of Political Parties in the United States, (1983)

Political history of the United States
20th century in the United States

redpajama_set_name: RedPajamaWikipedia


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text:
import SecurityAPI from '../../api/security';
import axios from 'axios';

let token = localStorage.getItem('swapp-store-token');
const switchUser = localStorage.getItem('switch-user');

if (token && token.length > 10) {
    axios.defaults.headers.common = {'Authorization': `Bearer ${token}`};
    if (switchUser) {
        axios.defaults.headers.common['-SWITCH-USER'] = switchUser;
    }
} else {
    token = false;
}
let user = localStorage['swapp-store-user'];
try {
    user = JSON.parse(user);
} catch (e) {
    user = false;
}

let isAuthenticated = localStorage['swapp-store-isAuthenticated'];
try {
    isAuthenticated = JSON.parse(isAuthenticated);
} catch (e) {
    isAuthenticated = false;
}
if (!user || !token) {
    isAuthenticated = false;
}

const AUTHENTICATING = "AUTHENTICATING",
    AUTHENTICATING_SUCCESS = "AUTHENTICATING_SUCCESS",
    AUTHENTICATING_ERROR = "AUTHENTICATING_ERROR",
    IS_CONFIRMATION_TOKEN_VALID = "IS_CONFIRMATION_TOKEN_VALID",
    IS_CONFIRMATION_TOKEN_VALID_SUCCESS = "IS_CONFIRMATION_TOKEN_VALID_SUCCESS",
    IS_CONFIRMATION_TOKEN_VALID_ERROR = "IS_CONFIRMATION_TOKEN_VALID_ERROR",
    REQUEST_PASSWORD_RESET = "REQUEST_PASSWORD_RESET",
    REQUEST_PASSWORD_RESET_SUCCESS = "REQUEST_PASSWORD_RESET_SUCCESS",
    REQUEST_PASSWORD_RESET_ERROR = "REQUEST_PASSWORD_RESET_ERROR",
    CHANGE_PASSWORD = "CHANGE_PASSWORD",
    CHANGE_PASSWORD_SUCCESS = "CHANGE_PASSWORD_SUCCESS",
    CHANGE_PASSWORD_ERROR = "CHANGE_PASSWORD_ERROR",
    PROVIDING_DATA_ON_REFRESH_SUCCESS = "PROVIDING_DATA_ON_REFRESH_SUCCESS";

export default {
    namespaced: true,
    state: {
        isLoading: false,
        error: null,
        isAuthenticated: isAuthenticated,
        user: user
    },
    getters: {
        isLoading(state) {
            return state.isLoading;
        },
        isUserSwitched() {
            return localStorage.getItem('switch-user');
        },
        hasError(state) {
            return state.error !== null;
        },
        error(state) {
            return state.error;
        },
        isAuthenticated(state) {
            return state.isAuthenticated;
        },
        isAdmin(state, getters) {
            return getters.hasRole('ROLE_ADMIN') || getters.isSuperAdmin;
        },
        isSuperAdmin(state, getters) {
            return getters.hasRole('ROLE_SUPER_ADMIN');
        },
        currentUser(state) {
            return state.user;
        },
        hasRole(state) {
            return role => {
                if (!state.user) {
                    return false;
                }

                return -1 !== state.user.roles.indexOf(role);
            }
        }
    },
    mutations: {
        [AUTHENTICATING](state) {
            state.isLoading = true;
            state.error = null;
            state.isAuthenticated = false;
            state.user = null;
        },
        [AUTHENTICATING_SUCCESS](state, payload) {
            state.isLoading = false;
            state.error = null;
            state.isAuthenticated = true;
            state.user = payload.user;
            localStorage.setItem('swapp-store-token', payload.token);
            localStorage.setItem('swapp-store-user', JSON.stringify(payload.user));
            localStorage.setItem('swapp-store-isAuthenticated', JSON.stringify(true));
            axios.defaults.headers.common = {'Authorization': 'Bearer ' + payload.token};
        },
        [AUTHENTICATING_ERROR](state, error) {
            state.isLoading = false;
            state.error = error;
            state.isAuthenticated = false;
            state.user = null;
            axios.defaults.headers.common = {};
        },
        [CHANGE_PASSWORD](state) {
            state.isLoading = true;
            state.error = null;
        },
        [CHANGE_PASSWORD_SUCCESS](state) {
            state.isLoading = false;
            state.error = null;
        },
        [CHANGE_PASSWORD_ERROR](state, error) {
            state.isLoading = false;
            state.error = error;
        },
        [IS_CONFIRMATION_TOKEN_VALID](state) {
            state.isLoading = true;
            state.error = null;
        },
        [IS_CONFIRMATION_TOKEN_VALID_SUCCESS](state) {
            state.isLoading = false;
            state.error = null;
        },
        [IS_CONFIRMATION_TOKEN_VALID_ERROR](state, error) {
            state.isLoading = false;
            state.error = error;
        },
        [REQUEST_PASSWORD_RESET](state) {
            state.isLoading = true;
            state.error = null;
        },
        [REQUEST_PASSWORD_RESET_SUCCESS](state) {
            state.isLoading = false;
            state.error = null;
        },
        [REQUEST_PASSWORD_RESET_ERROR](state, error) {
            state.isLoading = false;
            state.error = error;
        },
        [PROVIDING_DATA_ON_REFRESH_SUCCESS](state, payload) {
            state.isLoading = false;
            state.error = null;
            state.isAuthenticated = payload.isAuthenticated;
            state.user = payload.user;
            localStorage.setItem('swapp-store-token', payload.token);
            localStorage.setItem('swapp-store-user', JSON.stringify(payload.user));
            localStorage.setItem('swapp-store-isAuthenticated', JSON.stringify(payload.isAuthenticated));
            if (payload.token) {
                axios.defaults.headers.common.Authorization = 'Bearer ' + payload.token;
            } else {
                axios.defaults.headers.common.Authorization = null;
            }
        },
    },
    actions: {
        async login({commit}, payload) {
            commit(AUTHENTICATING);
            try {
                let response = await SecurityAPI.login(payload.username, payload.password);
                const userResponse = await SecurityAPI.findUserWithToken(response.data['@id'], response.data.token);
                response.data.user = userResponse.data;
                commit(AUTHENTICATING_SUCCESS, response.data);
                return response.data;
            } catch (error) {
                console.error(error);
                commit(AUTHENTICATING_ERROR, error);
                return null;
            }
        },
        onRefresh({commit}, payload) {
            commit(PROVIDING_DATA_ON_REFRESH_SUCCESS, payload);
        },
        async isConfirmationTokenValid({commit}, {user, confirmationToken}) {
            commit(IS_CONFIRMATION_TOKEN_VALID);
            try {
                let response = await SecurityAPI.isConfirmationTokenValid(user, confirmationToken);
                commit(IS_CONFIRMATION_TOKEN_VALID_SUCCESS);
                return response.data;
            } catch (error) {
                commit(IS_CONFIRMATION_TOKEN_VALID_ERROR, error);
                return null;
            }
        },
        async changePassword({commit}, {user, password, confirmationToken}) {
            commit(CHANGE_PASSWORD);
            try {
                let response = await SecurityAPI.changePassword(user, password, confirmationToken);
                commit(CHANGE_PASSWORD_SUCCESS);
                return response.data;
            } catch (error) {
                commit(CHANGE_PASSWORD_ERROR, error);
                return null;
            }
        },
        async requestPasswordReset({commit}, {email, honeypotEmail}) {
            commit(REQUEST_PASSWORD_RESET);
            try {
                let response = await SecurityAPI.requestPasswordReset(email, honeypotEmail);
                commit(REQUEST_PASSWORD_RESET_SUCCESS);
                return response.data;
            } catch (error) {
                commit(REQUEST_PASSWORD_RESET_ERROR, error);
                return null;
            }
        },
        async switchUser(unused, user) {
            const switchUser = await SecurityAPI.find(user['@id']);
            localStorage.setItem('switch-user', user.username);
            localStorage.setItem('origin-user', localStorage.getItem('swapp-store-user'));
            localStorage.setItem('swapp-store-user', JSON.stringify(switchUser.data));
            window.location.reload();
        },
        async exitSwitchUser() {
            localStorage.setItem('swapp-store-user', localStorage.getItem('origin-user'));
            localStorage.removeItem('switch-user');
            localStorage.removeItem('origin-user');
            window.location.reload();
        },
    }
}

redpajama_set_name: RedPajamaGithub


Bedford, N.H. (January 28, 2019) – Manchester Country Club (MCC), one of New Hampshire's premier private clubs and recent Association of Golf Merchandisers Platinum Award winner, has named Jefferson May, PGA, as the Club's new Director of Golf after a nationwide search to fill the leadership roles in the club's Golf Department. Brian Moskevich, PGA was concurrently promoted to Head Golf Professional, serving under May to operate the club's entire golf operation. A BoardRoom magazine Distinguished Club and this year's host to the New England PGA Championship, Manchester Country Club has employed fewer than ten golf professionals (including May and Moskevich) in its entire almost-100-year history. Prior to May's appointment at MCC, he served at The Muttontown Club in Long Island, N.Y., where he oversaw and managed the entire golf operation as their Director of Golf. May also worked under legendary Golf Professional Rick Meskell for five years at Meadow Brook Country Club on Long Island and spent his winters as a full-time instructor at the John Ondrush Golf and Fitness Academy. May has held positions at Timber Point Golf Course, Tam O'Shanter Country Club, Bear Lakes Country Club and nationally recognized Sands Point Golf Club, where he holds the course record. A graduate of Marist College in Poughkeepsie, N.Y., May received an athletic scholarship for their baseball team, played in three NCAA tournaments and signed with the Houston Astros professional baseball organization before embarking on his golf career. May relocated to N.H. this year with his wife, Jennifer, and two children, Camryn and Ryan.
May and Moskevich's responsibilities will include coordination of competitive and casual play on the private 18-hole Donald Ross course, execution of member golf tournaments, and management of golf outings hosted by select local organizations. They will also teach lessons, oversee the indoor simulator and golf performance center, and run the onsite 1,250-square foot Golf Shop, a Platinum Award top 100 golf shop as named by the Association of Golf Merchandisers.
Manchester Country Club (MCC) is a private, member-owned club committed to a tradition of superior hospitality, amenities and playing surfaces. Its historic par 71, 18-hole golf course was originally designed by Donald Ross and built in 1923. Also a premier wedding and event venue, MCC has been providing event space and services to the community (members and non-members alike) for almost 100 years. Manchester Country Club is managed by Troon Privé, the private club division of Troon, the world's largest golf management company headquartered in Scottsdale, Ariz. For more information, please visit manchestercountryclub.com, Facebook @manchestercountryclub, or Instagram @manchester_cc.


text:
Frances Nell Vaughan
Frances Nell Vaughan, 88, of Dawsonville, died Feb. 4, 2017.
Born Nov. 25, 1928 to the late Horace and Christine Strickland, she had been a resident of Dawsonville for the past 13 years.
Spending most of her life in Alpharetta, Frances was a graduate of Milton High School and worked as a beautician with a salon in her home for many years.
She was a member of Bethany Baptist Church in Milton, where she served as pianist for a number of years.
Her husband, Howard Vaughan, and sister-in-law, Mary Strickland, preceded her in death.
Survivors include her son and daughter-in-law, Ricky and Janet Vaughan of Dawsonville; grandchildren, Naomi and Kenneth Webb, Brent Vaughan, Timothy Vaughan, all of Dawsonville; great-grandchildren, Madison Webb, Gregory Webb; sister and brother-in-law, Shirley and Roy Martin of Cherokee County; brothers and sister-in-law, Roy Lee and Betty Strickland of Douglasville, Louie Strickland of Florida; various other relatives also survive.
Graveside services will be held at 1 p.m. Feb. 8 at Green Lawn Cemetery with the Rev. Danny Bennett officiating.
In lieu of flowers, Frances requested donations be made to Bethany Baptist Church, 2065 Bethany Church Rd., Alpharetta, GA 30004.