Exhibit 10.8
SEPARATION AGREEMENT
AND RELEASE
This SEPARATION AGREEMENT AND RELEASE (the "Agreement") is made as of
August 21, 2003, by and among GTECH Holdings Corporation ("Holdings"), GTECH
Corporation ("GTECH") and Antonio Xxxxxx Xxxxx ("Executive"). Holdings, GTECH
and their respective direct and indirect subsidiaries and affiliates (including,
without limitation, GTECH Brazil Holdings S.A.) are herein collectively called
the "Company".
W I T N E S S E T H:
WHEREAS, Executive has been employed by the Company since October,
1995, most recently as Senior Vice President of Corporate Development; and
WHEREAS, the Executive desires to resign voluntarily from his positions
with the Company; and
WHEREAS, the Company and Executive were parties to an Employment
Agreement (the "Employment Agreement"), dated January 15, 1998, which was
superseded by a letter agreement dated February 9, 2001, and agreed to by
Executive on February 14, 2001 (the "Letter Agreement"); and
WHEREAS, the parties entered into a "Change of Control Agreement" (as
defined in Section 9 hereof); and
WHEREAS, the Employment Agreement, the Letter Agreement, the Change of
Control Agreement and all other agreements between the Executive and the Company
except (i) the "Bonus Award Agreements" (as defined in Section 4 (g) hereof),
(ii) the "Restricted Stock Agreement" (as defined in Section 4(g) hereof), and
(iii) the "Document" (as defined in Section 8 hereof) are herein collectively
called the "Executive's Employment Related Documents"; and
WHEREAS, the Company and the Executive desire to execute this Agreement
respecting the terms and conditions of the Executive's voluntarily resignation
from the Company;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Termination of Employment. It is hereby agreed that Executive's
employment with the Company will terminate effective August 29, 2003 (the
"Termination Date") and that Executive will be deemed to have resigned
voluntarily from such employment as of the Termination Date.
2. Release by Executive. Except as specifically provided in this
Agreement, the Document, the Restricted Stock Agreement and the Bonus Award
Agreements, the Executive hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES,
ACQUITS, FOREVER
FULLY DISCHARGES AND COVENANTS NOT TO XXX OR OTHERWISE PARTICIPATE IN ANY ACTION
AGAINST the Company, and its predecessors, successors and assigns, and the
current and former directors, officers, employees, agents, attorneys,
representatives, predecessors, and insurers and reinsurers of said corporations,
firms, associations, partnerships and entities, and their guardians, successors,
assigns, heirs, executors and administrators (all of which persons and entities
are hereinafter collectively referred to as "Executive Releasees"), from or
regarding any and all claims, counterclaims, actions, causes of action,
cross-claims, complaints, grievances, promises, liabilities, obligations,
agreements, damages, rights, debts, demands, controversies, costs, losses, and
expenses (including, without limitation, attorneys' fees, court costs and
expenses) of whatever nature or kind, in law or in equity, or otherwise, whether
now known or unknown, which the Executive now has or may ever have had prior to
the "Effective Date" (as defined in Section 12 hereof) against all or any of the
Executive Releasees. Without limiting the foregoing, except as provided in this
Agreement, the release and covenant not to xxx set forth in the immediately
preceding sentence applies to all claims under any municipal, local, state or
federal law, common or statutory, for any actions or omissions, whether known or
unknown, that arise from, relate to, or are in any way connected with claims of
breach of contract and wrongful termination and claims arising under the Federal
Age Discrimination in Employment Act, and any other federal, state or local laws
prohibiting employment discrimination or claims growing out of any legal
restrictions on the Company's right to terminate its employees. This release and
covenant not to xxx applies to all claims relating to Executive's employment by
the Company including all claims based on the Executive's Employment Related
Agreements. This release and covenant not to xxx also applies to all common law
claims including breach of contract, fraud, negligence, negligent
misrepresentation, and any other tort or contract claim, and EXCEPT AS PROVIDED
IN AND SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THIS IS A FULL, COMPLETE AND
GENERAL RELEASE. Executive further represents and warrants that he has not
heretofore assigned any claims that he may have against the Executive Releasees
to any other person or entity. Notwithstanding any of the foregoing, the Company
acknowledges that Executive may be subject to civil process (including subpoenas
issued by legal authorities) that may require him to provide testimony regarding
his employment with the Company.
3. Payments. (a) In furtherance of the Company's obligations to
Executive under the Executive's Employment Related Agreements, the Company shall
continue Executive's base salary as of the Termination Date ($300,000), subject
to all applicable deductions, for a period which shall end eighteen (18) months
from the Termination Date. Said base salary shall be payable bi-monthly on the
Company's usual dates for salary payments commencing on the first such date
after the Termination Date.
(b) This payment and the other benefits and payments provided for in
this Agreement constitute the entire obligation of the Company, represent full
and complete satisfaction by the Company of all obligations under the
Executive's Employment Related Agreements, and constitute full and complete
settlement of any claim under law or equity that Executive might otherwise
assert against the Company for compensation, benefits or remuneration of any
form.
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4. Benefits. From and after the Termination Date, Executive shall not
be eligible for any Company benefits or perquisites, and shall no longer be
eligible to participate in any Company benefit program or plan, except as
expressly set forth below:
(a) The Company shall for a period of twelve (12) months following the
Termination Date, or until Executive's earlier death, and subject to continued
employee contributions at levels equal to those existing as of the Termination
Date, continue to provide Executive with the life insurance policy in effect as
of the Termination Date ("Life Insurance Coverage"), and (ii) for a period of
eighteen (18) months following the Termination Date, the Executive will be
entitled (at the Company's cost) to private medical care with CARE Plus or other
equivalent private medical care plan of GTECH's election, as determined by GTECH
from time to time. Thereafter, the Company will respect Executive's rights, if
any, to continued coverage at his own expense under the Consolidated Omnibus
Budget Reconciliation Act (COBRA) or other applicable laws. Without limiting the
foregoing, after the initial eighteen month period referenced above, the Company
will use reasonable efforts to enable the Executive at the Executive's expense
to continue medical care insurance with CARE Plus for so long as the Company
makes CARE Plus available to its employees in Brazil. In the event that the
Company no longer uses CARE Plus as the medical insurer for its Brazilian
employees after the eighteen month period described above, the Company will use
reasonable efforts to enable the Executive at Executive's expense to continue
medical insurance coverage with the subsequent insurance carrier(s) so long as
the carrier(s) accept Executive as an insured.
(b) In the event that Executive commences other employment with a
successor employer ("new employment") during the period in which the Company is
obligated to continue health insurance coverage under subsection (a)(ii) above,
the Company may offset such obligations by any medical coverage which Executive
receives during the applicable continuation period from a successor employer, so
long as the aggregate coverage (from the Company and the successor employer) is
substantially and financially comparable to the benefits and coverage provided
by the Company as of the Termination Date; provided that nothing contained
herein shall limit any continuation of coverage required by law. Executive shall
notify the Company promptly of his new employment and shall provide only such
information as shall be required to determine the appropriate medical coverage
in accordance with this paragraph.
(c) Executive's account under Company's 401(k) plan shall be treated in
accordance with the plan.
(d) (i) The Company shall defend and hold Executive harmless to the
fullest extent permitted by applicable law in connection with any claim, action,
suit, investigation or proceeding arising out of or relating to performance by
Executive of services for, or action of Executive as a director, officer or
employee of the Company prior to the Termination Date. Expenses incurred by
Executive in defending such a claim, action, suit or investigation or criminal
proceeding shall be paid by the Company in advance of the final disposition
thereof upon the receipt by the Company of an undertaking by or on behalf of
Executive to repay said amount unless it shall ultimately be determined that
Executive is entitled to be indemnified hereunder.
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(ii) In addition, Executive will be covered by the Company's
directors and officers liability insurance policy to the extent of the coverage
provided by such policy through the Termination Date.
(e) The Company shall cover the costs associated with the shipment of
Executive's personal belongings from Rhode Island to Brazil and shall make the
arrangements for such shipment. The Executive shall cooperate with the Company
in such arrangements. The Company also shall cover the cost of a one-way airline
ticket from the United States to Brazil for Executive.
(f) The Company will permit the Executive to purchase his car in Brazil
in accordance with the Company's policy in effect in Brazil. In lieu of any car
allowance in the United States, the Company will reimburse the Executive for the
early termination fee in connection with his Rhode Island based leased car; such
termination fee to be in the amount of $4,800.00. The Executive will terminate
the lease relating to such leased car and return the car to the lessor.
(g) The Executive and the Company are parties to a Restricted Stock
Agreement (the "Restricted Stock Agreement") (item 8 on Exhibit A), certain
Restricted Stock Agreements - Bonus Awards (the "Bonus Award Agreements") (items
9 and 10 on Exhibit A) and certain Non-Qualified Stock Option Agreements (the
"Non-Qualified Stock Option Agreements") (items 1, 2, 3, 4, 5, 6 and 7 on
Exhibit A) which are described on Exhibit A attached hereto and made a part
hereof. The parties hereto hereby agree that the Non-Qualified Stock Option
Agreements are hereby terminated and of no further force or effect. The parties
acknowledge and agree that Executive has no vested options or shares under any
of such agreements and all unvested shares and options under such agreements are
forfeited on the Termination Date. The parties hereto further acknowledge and
agree that (i) the Bonus Award Agreements and the Restricted Stock Agreement
will remain in full force and effect; (ii) for purposes of the Bonus Award
Agreements and the Restricted Stock Agreement only, Executive's voluntary
resignation shall be deemed to be a termination without cause; (iii) all shares
granted to Executive pursuant to the Bonus Award Agreements shall be forfeited
except those shares awarded pursuant to Section 1(a) of the Bonus Award
Agreements; and (iv) all shares granted to Executive pursuant to the Restricted
Stock Agreement shall vest and all restrictions shall expire on the "Effective
Date" (as defined in Section 12 hereof) as provided in Section 2(b) of the
Restricted Stock Agreement.
(h) The Company shall pay the Executive's tax preparation fees for
calendar year 2003, provided such amount does not exceed $5,000.00.
(i) The Company shall pay to Executive his accrued but unused vacation
pay, if any, during the pay period following the Termination Date.
(j) The Company shall pay to Executive a one-time bonus in the amount
of $200,000.00 in consideration of Executive's contributions to the Company.
Said one time bonus shall be payable promptly after the "Effective Date" (as
defined in Section 12 hereof).
(k) The Executive shall terminate his Apartment Lease Contract relating
to an apartment located at 000 Xxxxxx xxxx, #0000, Xxxxxxx, Xxxxx Xxxxxx. The
Company shall pay
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directly to Briarwood Xxxxxxx Group or other appropriate entity the early
termination fee of $1,750.00 associated with such termination.
5. Certain Obligations of Executive. The Executive further covenants
with the Company as follows and expressly agrees that the provisions of Sections
5 and 6 are material obligations to the Executive and the breach of these
provisions by the Executive will constitute material breaches of this Agreement.
(a) Assistance in Litigation. For a period of three years from the
Effective Date, subject to reasonable accommodation of Executive's then business
schedule, Executive, upon reasonable notice, shall furnish such information and
proper assistance to the Company as may reasonably be required in connection
with any litigation in which the Company is, or may become, a party or in
connection with any investigation or review by any governmental agency of which
the Company is or may become a subject. In the event that Executive is required
to provide assistance beyond the eighteen (18) month severance period, the
Company shall compensate Executive with a per diem allowance, of $1,000 per day,
for each such day of assistance, and reimburse Executive, upon actual receipts,
for reasonable expenses incurred by him in providing such assistance.
(b) Confidential Information. Executive shall not knowingly use for his
own benefit or disclose or reveal to any unauthorized person, at any time, any
trade secret or other confidential information relating to the Company,
including any customer lists, customer needs, price and performance information,
processes, specifications, hardware, software, firmware, programs, devices,
supply sources and characteristics, business opportunities, marketing,
promotional, pricing and financing techniques, and other information relating to
the business of the Company; provided that such restriction on confidential
information shall not apply to information which is (i) proven to be generally
available in the industry, (ii) disclosed in published literature or (iii)
obtained by Executive from a third party without binder of secrecy. Executive
agrees that, except as otherwise agreed by the Company, he will return to the
Company, promptly upon request of any executive officer designated by the Board,
any physical embodiment of such confidential information. In the event Executive
is requested by any legal process to disclose confidential information,
Executive shall immediately inform the Company and shall permit the Company an
opportunity to oppose such process, it being understood that Executive's
compliance with legal process, after the Company's reasonable opportunity to
oppose such process, does not constitute a violation of this covenant.
(c) Proprietary Creations. All rights, title and interest in and to any
ideas, inventions, technology, processes, know-how, works, hardware, software,
firmware, programs, devices, trade secrets, trade names, trademarks or service
marks, which Executive may have conceived, created, organized, prepared or
produced during the period of his employment with the Company and which relate
to the business of the Company, and all rights, title and interest in and to any
patents, patent applications, copyright registrations and copyright applications
resulting therefrom, shall be owned by the Company, and Executive agrees to
execute instruments or documents, to provide evidence and testimony, and to
otherwise assist the Company in establishing, enforcing and maintaining such
rights, title and interest of the Company at any time.
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(d) Authorization. Executive does hereby irrevocably constitute,
authorize, empower and appoint the Company, or any of its officers, such
Executive's true and lawful attorney (with full power of substitution and
delegation) in Executive's name, and in Executive's place and stead, or in the
Company's name, to take and do such action, and to make, sign, execute,
acknowledge and deliver any and all instruments or documents which the Company,
from time to time, may deem desirable or necessary to vest in the Company, its
successors and assigns, any of the rights, title or interest granted pursuant to
Section 5(c) above for the use and benefit of the Company, its successors and
assigns.
6. Non-Competition. (a) For two years following the Effective Date (the
"Non-Compete Period"), Executive shall not engage or propose to engage
(collectively referred to as "Engage"), directly or indirectly (which includes
owning, managing, operating, controlling, being employed by, acting as a
consultant to, giving financial assistance to, participating in or being
connected in any material way with any business or person so engaged) in any
business or service in which the Company is Engaged at any time during the
Non-Compete Period. Without in any way limiting the foregoing and in addition to
the foregoing, during the Non-Compete Period, the Executive shall not Engage in
(i) the businesses of transaction processing of financial services or
transaction processing of commercial and/or government services anywhere in the
world if such transaction processing business competes with any transaction
processing business in which the Company is Engaged at any time during the
Non-Compete Period and/or (ii) the "Lottery and Gaming Business" (as defined in
this Section 6) anywhere in the world (including without limitation in any
business which competes or proposes to compete with any Lottery and Gaming
Business in which the Company is Engaged anywhere in the world). Anything herein
to the contrary notwithstanding, Executive's ownership as a passive investor of
less than one percent of the issued and outstanding stock or equity, or $100,000
principal amount of any debt securities, of any corporation, partnership or
other entity shall not by itself be deemed to violate this non-competition
provision. As used herein, the "Lottery and Gaming Business" shall mean the
provision of products or services of every nature relating to the operation of
all manner of lotteries, games of chance and parimutuel wagering however and
wherever conducted.
(b) Further, for a period of two years following the Effective Date,
Executive shall not (i) disturb or interfere with any business relationship
between the Company and any of its customers, suppliers or other business
associates, or (ii) solicit or cause to be solicited any officer, employee or
customer of the Company to terminate such person's relationship with the Company
or to take other action which is materially injurious to the Company.
(c) Executive agrees that he will not at any time make or cause to be
made any derogatory or disparaging comments regarding the Company, its business,
or its present or past directors, officers or employees.
(d) Unless Executive is otherwise notified in writing, any contact or
communication with the Company by the Executive shall be made through the Senior
Vice President-Human Resources of the Company.
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7. Tax Withholding. The Company may withhold from any benefits or
payments payable under this Agreement all federal, state, city, or other taxes
as shall be required pursuant to any law or governmental regulations or ruling.
8. Conflict of Interest. Executive acknowledges and agrees to continue
to be bound by the provisions of the GTECH Holdings Corporation and Subsidiaries
Policies and Procedures Conflict of Interest and Ethical Conduct (the
"Document"). To the extent that any provision in the Document conflicts with a
provision of this Agreement, the provision in this Agreement shall be binding.
9. Effect of Prior Agreements. This Agreement, including the Exhibits
hereto, the Bonus Award Agreements and the Document contain the entire
understanding between the parties hereto with respect to the matters covered
herein and supercede any prior agreement, condition, practice, custom, usage and
obligation with respect to such matters insofar as any such prior agreement,
condition, practice, custom, usage or obligation might have given rise to any
enforceable right. Anything herein to the contrary notwithstanding, the Change
of Control Agreement dated April 2, 2001 between Holdings and Executive is
hereby terminated and of no further force or effect.
10. Advice of Counsel. Executive understands that various State of
Rhode Island and Federal laws prohibit employment discrimination based on age,
sex, race, color, national origin, religion, handicap or veteran status. These
laws are enforced through the Equal Employment Opportunity Commission (EEOC),
Department of Labor and state human rights agencies. Executive acknowledges that
he has been advised by the Company to discuss this Agreement with his attorney
and has been encouraged to take this Agreement home for up to twenty-one days so
that he can thoroughly review and understand the effect of this Agreement before
acting on it.
11. General Provisions. (a) Certain Representations and Warranties of
Executive and the Company. Executive represents to the Company that the
execution and performance of this Agreement by Executive does not and will not
constitute a breach of or violate any contract, agreement, obligation or
understanding, oral or written, or order of any court or governmental authority
to which he is a party or by which he is bound.
(b) Non-assignability and Inurement. Neither this Agreement nor any
rights or interest hereunder shall be assignable by Executive, his
beneficiaries, or legal representatives without the Company's prior written
consent (it being understood that all payments to which Executive is entitled
hereunder shall inure to the benefit of his estate or legal heirs).
(c) Binding Agreement. This Agreement shall be binding upon, and accrue
to the benefit of, Executive and the Company and their respective heirs,
executors, administrators, successors and permitted assigns, including, in the
case of the Company, any person or entity acquiring all or substantially all of
the Company's assets or the surviving entity if there is a change in control of
the Company.
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(d) Amendment of Agreement. This Agreement may not be modified or
amended except by an instrument in writing signed by the parties hereto.
(e) Remedies. Each of the Executive and the Company acknowledges and
agrees that the possible restrictions on each of their activities which may
occur as a result of each of their performance of the obligations under Sections
5 or 6 hereof are required for the reasonable protection of the Company.
Executive expressly acknowledges and agrees that such restrictions are fair and
reasonable for that purpose. The Executive further expressly acknowledges and
agrees that damages alone will be an inadequate remedy for any breach or
violation by the Executive of this Agreement and that the Company, in addition
to all other remedies at law or in equity, shall be entitled as a matter of
right to injunctive relief, including specific performance, with respect to any
such breach or violation, in any court of competent jurisdiction including,
without limitation, any state or federal court in Rhode Island. If any of the
provisions of such Sections are held to be in any respect an unreasonable or
unlawful restriction upon Executive, then they shall be deemed to extend only
over the maximum period of time, geographic area, and/or range of activities as
to which they may be enforceable. Executive further acknowledges and agrees
that, without limiting any other rights the Company may have, any of the
payments and benefits required to be provided to Executive under this Agreement
shall be forfeited to the Company if Executive breaches any of his obligations
to the Company under Sections 5 or 6 hereof.
(f) Waiver. No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel.
(g) Severability. If, for any reason, any provision of this Agreement
is held invalid, such invalidity shall not affect any other provision of this
Agreement no so held invalid, and each such other provision shall to the full
extent consistent with law continue in full force and effect.
(h) Notices. For the purposes of this Agreement, notice and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when hand delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid, if to
Executive, addressed to the address set forth on the signature page of this
Agreement with a copy to his counsel, Xxxx X. Xxxxxxxxxx, Esq., Xxxxxxx Xxxxxxx
Xxxxxxxxx & Xxxxxx, 00 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000; if to the
Company, addressed to GTECH Holdings Corporation, 00 Xxxxxxxxxx Xxx, Xxxx
Xxxxxxxxx, Xxxxx Xxxxxx 00000 and directed to the attention of the Chairman of
the Board with a copy to the Company's counsel, Xxxxxxx & Xxxxxx, LLP, 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000, Attention: Xxxxxx X.X. Xxxx,
Esq., or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt.
(i) Counterparts. This Agreement may be executed by facsimile and in
several counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
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(j) Indulgences, Etc. Neither the failure nor any delay on the part of
either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence.
(k) Headings. The headings of Sections and paragraphs herein are
included solely for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Agreement.
(l) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Rhode Island in the United States of
America, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof. In the event of any dispute hereunder,
the prevailing party shall be entitled to recover from the non-prevailing party
all costs, including reasonable attorneys' fees, incurred in adjudicating such
dispute.
(m) Joint and Several Liability. Notwithstanding any other provision of
this Agreement, each of Holdings and GTECH, and their successors and assigns,
shall be jointly and severally liable for all obligations or any of them to
Executive hereunder. In the event that a substantial portion of the assets of
either company are transferred to any other direct or indirect subsidiary or
other affiliate of the Company, whether in one transaction or a series of
transactions, such company, as applicable, shall cause (prior to or concurrently
with each transfer) the transferee to become a signatory to this Agreement and
to become jointly and severally liable for all obligations or any of them to
Executive hereunder.
(n) Costs. Each party to this Agreement shall be responsible for its
own costs and expenses incurred in the preparation and negotiation hereof
(including, without limitation, the fees and disbursements of its counsel).
12. Revocation; Effective Date. Executive may revoke his agreement to
the terms hereof at any time during the seven-day period immediately following
the date of his signature below ("Revocation Period") by delivering written
notice of his revocation to the Company. This Agreement shall become effective
September 21, 2003 (the "Effective Date").
13. No Admission. The execution of this Agreement does not represent
and shall not be construed as an admission of a violation of any statute or law
or breach of any duty or obligation by either the Company or the Executive.
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IN WITNESS WHEREOF, Holdings and GTECH have caused this Agreement to be
executed by their duly authorized officers and Executive has signed this
Agreement, all as of the day and year first above written.
GTECH HOLDINGS CORPORATION
By: /s/ W. Xxxxx Xxxxxx
---------------------------
W. Xxxxx Xxxxxx
President and Chief Executive Officer
GTECH CORPORATION
By: /s/ W. Xxxxx Xxxxxx
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W. Xxxxx Xxxxxx
President and Chief Executive Officer
/s/ Antonio Xxxxxx Xxxxx
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Antonio Xxxxxx Xxxxx
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EXHIBIT A
1. Non-Qualified Stock Option Agreement between Executive and Holdings
executed in connection with an option grant made on October 17, 1995.
2. Non-Qualified Stock Option Agreement between Executive and Holdings
executed in connection with an option grant made on April 28, 1998..
3. Non-Qualified Stock Option Agreement between Executive and Holdings
executed in connection with an option grant made on March 30, 1999.
4. Non-Qualified Stock Option Agreement made as of May 15, 2000 between
Executive and Holdings
5. Non-Qualified Stock Option Agreement made as of March 16, 2001 between
Executive and Holdings
6. Non-Qualified Stock Option Agreement made as of April 3, 2002 between
Executive and Holdings
7. Non-Qualified Stock Option Agreement made as of April 15, 2003 between
Executive and Holdings
8. Restricted Stock Agreement dated as of April 15, 2003 between Executive
and Holdings.
9. Executive Restricted Stock Agreement - Bonus Award dated as of April
15, 2003 between Executive and Holdings.
10. Executive Restricted Stock Agreement - Bonus Award dated April 9, 2002
between Executive and Holdings.
