alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Amend#2 to Long-Term Incentive Compensation Plan



 Exhibit 10.4 
 AMENDMENT NO. 2 
 INTERNATIONAL PAPER COMPANY 
 LONG-TERM INCENTIVE COMPENSATION PLAN 
 The International Paper Company Long-Term Incentive Compensation Plan (the “Plan”) is hereby
amended effective the 13th day of October 2008, as follows: 
 1. By deleting Section 4(d) in its entirety and inserting the following language in lieu thereof: 
 “(d) “Change
of Control of the Company” shall mean: 
 (1) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934, hereinafter the “Exchange Act”) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Company’s voting stock representing 30% or more of the voting power of the Company’s outstanding voting stock, provided, however, that
an employee of the Company or any of its subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee
shall not be a member of a “group” (as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan; 
 (2) during any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company (the
“Board”) cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election, by the Company’s shareholders of each new director was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who were directors at the beginning of the period; 
 (3) the Company consolidates with, or
merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding voting stock or voting stock of such other person is
converted into or exchanged for cash, securities or other property, other than any such transaction where the Company’s voting stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, voting
stock representing more than 50% of the voting power of the voting stock of the surviving person immediately after giving effect to such transaction; 







 (4) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way
of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any “person” or “group” (as those terms are used in
Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries; or 
 (5) the shareholders of the Company
approve a complete liquidation or dissolution of the Company.
114TH CONGRESS 

1ST SESSION S. 1356 

AN ACT 

To clarify that certain provisions of the Border Patrol Agent 

Pay Reform Act of 2014 will not take effect until after 

the Director of the Office of Personnel Management promulgates and makes effective regulations relating to such 

provisions. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 
2 

†S 1356 ES

1 SECTION 1. EFFECTIVE DATES. 

2 (a) IN GENERAL.—Section 2 of the Border Patrol 

3 Agent Pay Reform Act of 2014 (Public Law 113–277) is 

4 amended by adding at the end the following: 

5 ‘‘(i) EFFECTIVE DATES.—Subsections (b), (c), (d), 

6 and (g), and the amendments made by such subsections, 

7 shall take effect on the first day of the first pay period 

8 beginning on or after January 1, 2016, except that— 

9 ‘‘(1) any provision in section 5550(b) of title 5, 

10 United States Code, as added by subsection (b), re11 lating to administering elections and making ad12 vance assignments to a regular tour of duty, shall be 

13 applicable before such effective date to the extent de14 termined necessary by the Director of the Office of 

15 Personnel Management; and 

16 ‘‘(2) the Director of the Office of Personnel 

17 Management may issue such regulations as may be 

18 necessary before such effective date.’’. 

19 (b) RETROACTIVE APPLICATION.—The amendment 

20 made by subsection (a) shall be deemed to have been en-
3 

†S 1356 ES

1 acted on the date of the enactment of the Border Patrol 

2 Agent Pay Reform Act of 2014. 

Passed the Senate May 14, 2015. 

Attest: 

Secretary. 
114TH CONGRESS 

1ST SESSION S. 1356 

AN ACT 

To clarify that certain provisions of the Border Paeffective regulations relating to such provisions. Personnel Management promulgates and makes effect until after the Director of the Office of trol Agent Pay Reform Act of 2014 will not take
----

            COMMISSION REGULATION (EC) No 756/2006

of 18 May 2006         

on the issue of import licences for rice originating in the ACP States and the overseas countries and territories against applications submitted in the first five working days of May 2006 pursuant to Regulation (EC) No 638/2003

THE COMMISSION OF THE EUROPEAN COMMUNITIES,

Having regard to the Treaty establishing the European Community,

Having regard to Council Regulation (EC) No 1785/2003 of 29 September 2003 on the common organisation of the market in rice (1),

Having regard to Council Regulation (EC) No 2286/2002 of 10 December 2002 on the arrangements applicable to agricultural products and goods resulting from the processing of agricultural products originating in the African, Caribbean and Pacific States (ACP States) and repealing Regulation (EC) No 1706/98 (2),

Having regard to Council Decision 2001/822/EC of 27 November 2001 on the association of the overseas countries and territories with the European Community (Overseas Association Decision) (3),

Having regard to Commission Regulation (EC) No 638/2003 of 9 April 2003 laying down detailed rules for applying Council Regulation (EC) No 2286/2002 and Council Decision 2001/822/EC as regards the arrangements applicable to imports of rice originating in the African, Caribbean and Pacific States (ACP States) and the overseas countries and territories (OCT) (4), and in particular Article 17(2) thereof,

Whereas:

HAS ADOPTED THIS REGULATION:

Article 1

1.   Import licences for rice against applications submitted during the first five working days of May 2006 pursuant to Regulation (EC) No 638/2003 and notified to the Commission shall be issued for the quantities applied for reduced, where appropriate, by the percentages set out in the Annex hereto.

2.   The quantities available under the May 2006 tranche, to be carried over to the following tranche, and the total quantities available for the September 2006 tranche shall be as set out in the Annex to this Regulation.

Article 2

This Regulation shall enter into force on 19 May 2006.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels, 18 May 2006.

For the Commission

J. L. DEMARTY            

Director-General for Agriculture and Rural Development

----

(1)OJ L 270, 21.10.2003, p. 96. Regulation as amended by Regulation (EC) No 247/2006 (OJ L 42, 14.2.2006, p. 1).

(2)OJ L 348, 21.12.2002, p. 5.

(3)OJ L 314, 30.11.2001, p. 1.

(4)OJ L 93, 10.4.2003, p. 3. Regulation as last amended by Commission Regulation (EC) No 2120/2005 (OJ L 340, 23.12.2005, p. 22).

----

ANNEX

Reduction percentages to be applied to quantities applied for under the May 2006 tranche and quantities carried over to the subsequent tranche

----

(1)  To be issued for the quantity in the application.

----
<PAGE>
 
                                                                   EXHIBIT 11(A)


                               VIALOG Corporation
            Calculation of Shares Used in Determining Loss Per Share
               For the Three Months Ended March 31, 1998 and 1999


<TABLE> 
<CAPTION> 

                                     Three Months Ended March 31,
                                     ----------------------------
                                        1998              1999
                                     ---------         ---------
<S>                                <C>               <C> 
Basic Loss Per Share
--------------------
Weighted average number of
  common shares outstanding          3,542,668         6,032,774
                                     =========         =========
</TABLE> 

<TABLE> 
<CAPTION> 

                                     Three Months Ended March 31,
                                     ----------------------------
                                        1998              1999
                                     ---------         ---------
<S>                                <C>                <C> 
Diluted Loss Per Share
----------------------
Weighted average number of
  common shares outstanding          3,542,668         6,032,774
Common stock equivalents                  --                --
                                     ---------         ---------
Total                                3,542,668         6,032,774
                                     =========         =========

</TABLE>
99-1518.

#### Berry v. Greene.

In Habeas Corpus. *Sua sponte,*alternative writ granted.

Moyer, C.J., Resnick and Cook, JJ., dissent and would dismiss the cause.
EXHIBIT 31.2


                                  CERTIFICATION

I, William C. Gray,  Senior Vice President and Chief Financial Officer of Carver
Bancorp, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Carver Bancorp, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) Designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) All significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: June 29, 2006

                          /s/ William C. Gray
                          -------------------------------------------------
                          William C. Gray
                          Senior Vice President and Chief Financial Officer
<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY/CONSOLIDATED FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S BALANCE SHEET AT DECEMBER 31, 1998 AND CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                          36,924
<SECURITIES>                                         0
<RECEIVABLES>                                   44,929
<ALLOWANCES>                                       535
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,380
<PP&E>                                           9,920
<DEPRECIATION>                                   2,036
<TOTAL-ASSETS>                                 124,804
<CURRENT-LIABILITIES>                           27,085
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           169
<OTHER-SE>                                      97,327
<TOTAL-LIABILITY-AND-EQUITY>                   124,804
<SALES>                                              0
<TOTAL-REVENUES>                               164,670
<CGS>                                                0
<TOTAL-COSTS>                                  115,712
<OTHER-EXPENSES>                                34,625
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 15,997
<INCOME-TAX>                                     5,550
<INCOME-CONTINUING>                             10,447
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    10,447
<EPS-PRIMARY>                                     0.88
<EPS-DILUTED>                                     0.84
        

</TABLE>
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Certification of Chief Financial Officer.


In connection with the annual report of Optika Inc. (the "Company") on Form 10-K
for the period ended December 31, 2002 as filed with the Securities and Exchange
Commission (the "Report"), I, Steven M. Johnson, Chief Financial Officer,
Executive Vice President, Secretary and Chief Accounting Officer of the Company,
hereby certify as of the date hereof, solely for purposes of Title 18, Chapter
63, Section 1350 of the United States Code, that to the best of my knowledge:

         (1) the Report fully complies with the requirements of Section 13(a) or
         15(d), as applicable, of the Securities Exchange Act of 1934, and

         (2) the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company at the dates and for the periods indicated.

           3/21/2003                        /s/ Steven M. Johnson
      ------------------            ------------------------------------
            (Date)                            Steven M. Johnson
                                    Chief Financial Officer, Executive Vice
                                    President, Secretary and Chief Accounting
                                     Officer
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors of
Chevy Chase Bank, F.S.B.:

We have examined management's assertion, included in the accompanying
Management's Report on the Effectiveness of the Internal Control Structure
Relative to the Servicing of Home Loan Receivables, that Chevy Chase Bank,
F.S.B. (the "Bank") maintained an effective internal control structure over
financial reporting relative to the servicing of home loan receivables
owned by Chevy Chase Home Loan Trust Series 1996-1 and 1997-1 (collectively
referred to as the "Trusts" herein) as of September 30, 1999.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly,
included obtaining an understanding of the internal control structure over
financial reporting, testing, and evaluating the design and operating
effectiveness of the internal control structure, and such other procedures
as we considered necessary in the circumstances.  We believe that our
examination provides a reasonable basis for our opinion.

Because of inherent limitations in any internal control structure, errors
or irregularities may occur and not be detected.  Also, projections of any
evaluation of the internal control structure over financial reporting to
future periods are subject to the risk that the internal control structure
may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

In our opinion, management's assertion that the Bank maintained an
effective internal control structure over financial reporting relative to
the servicing of home loan receivables owned by the Bank's home loan Trusts
as of September 30, 1999, is fairly stated, in all material respects, based
upon criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).

This report is intended solely for the information and use of the board of
directors and management of the Bank, Norwest Bank Minnesota, N.A., U.S.
Bank National Association and MBIA Insurance Corporation, and should not
be used for any other purpose.


ARTHUR ANDERSEN LLP


Vienna, VA
October 20, 1999
<PAGE>

                                                                     Exhibit 5.1

                                       July 20, 1999


Davox Corporation
6 Technology Park Drive
Westford, Massachusetts  01886

     Re:  Registration Statement on Form S-8 Relating to the
     Davox Corporation 1996 Stock Plan (the "Plan")
     ----------------------------------------------

Ladies and Gentlemen:

     Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Davox Corporation (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of 1,350,000 shares of Common Stock, $.10 par
value, of the Company (the "Shares").

     We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors.  We have examined original or certified
copies of the Company's certificate of incorporation, as amended, the Company's
by-laws, as amended, the corporate records of the Company to the date hereof,
and such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.

     We are members only of the Bar of the Commonwealth of Massachusetts and are
not experts in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts and the United States of America,
and the General Corporation Law of the State of Delaware.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plan will
be, upon receipt of the consideration provided for in the Plan, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plan.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                            Very truly yours,

                            /s/ Testa, Hurwitz & Thibeault, LLP

                            TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>   1
                                                                      Exhibit 21

                                  SUBSIDIARIES


<TABLE>
<CAPTION>
NAME                                           STATE                  OWNERSHIP PERCENT

<S>                                            <C>                     <C>
Boykin Hotel Properties, L.P. ("BHPLP")        Ohio                    92.1%

Red Lion Inns Operating L.P.                   Delaware                100% (by BHPLP)

BoyStar Ventures, L.P.                         Ohio                    91% (by BHPLP)

Shawan Road Hotel L.P.                         Maryland                91% (by BHPLP)

Boykin San Diego LLC                           Ohio                    91% (by BHPLP)

RadBoy Mt. Laurel LLC                          Ohio                    85% (by BHPLP)

Boykin Kansas City LLC                         Ohio                    80% (by BHPLP)

Boykin/AEW LLC ("BOYAEW")                      Delaware                25% (by BHPLP)

Boykin Chicago, L.L.C.                         Ohio                    75% (by BOYAEW)
</TABLE>