EMPLOYMENT AND NON-COMPETITION AGREEMENT
Exhibit 10.15
EMPLOYMENT AND NON-COMPETITION AGREEMENT
This Employment and Non-Competition Agreement (this “Agreement”) is made this 12th day of March,
2007 by and between National Interstate Corporation (“NIC”) and Xxxx X. Xxxxxxxx (“Xxxxxxxx”).
Recital: As part of the orderly development of NIC’s management structure, NIC has named Xxxxxxxx,
who is the founder of NIC and has served as its President since 1989 and as its Chairman since
2004, to the newly created post of Chief Executive Officer (“CEO”), effective January 1, 2007, with
the expectation that, while he is in that post, Xxxxxxxx will devote a substantial portion of his
efforts to the transition of his duties to his eventual successor as CEO. In connection with such
transition, this Agreement provides for Xxxxxxxx’x continuing employment by NIC for up to two years
after the appointment of a successor CEO.
In consideration of the mutual covenants set forth in this Agreement, NIC and Xxxxxxxx agree as
follows:
1. Employment Term. During the period specified in this Section 1, NIC will employ
Xxxxxxxx, and Xxxxxxxx will be employed by NIC, on the terms and subject to the conditions set
forth in this Agreement. The term of Xxxxxxxx’x employment under this Agreement (the “Term”) will
begin as of January 1, 2007 (the “Effective Date”), and, subject to prior termination as provided
in Section 15, will continue through the date that is the first to occur of (a) the second
anniversary of the date (the “Succession Date”) on which an individual other than Xxxxxxxx is
appointed CEO of NIC by the Board, or (b) December 31, 2009; such period shall be referred to in
this Agreement as the “Scheduled Term.” The Term will be divided into two portions, the first of
which (the “CEO Portion”) will run from January 1, 2007 through the Succession Date and the second
of which (the “Post-CEO Portion”) will run from the Succession Date through the end of the Term.
2. Duties and Responsibilities.
(a) During the CEO Portion of the Term, Xxxxxxxx will serve as the Chief Executive Officer of
NIC, in which capacity he will perform such duties and have such responsibilities, consistent
with his status as CEO, as may be assigned to him by the Board of Directors of NIC from time to
time, primarily focusing on strategic opportunities, public company responsibilities, and the
implementation of succession planning through development of a successor to himself as CEO.
During the CEO Portion of the Term, Xxxxxxxx will devote such time to the business of and to the
furtherance of the purposes and objectives of NIC as may be necessary to perform the duties and
fulfill the responsibilities mutually agreed upon from time to time as contemplated above.
(b) During the Post-CEO Portion of the Term, Xxxxxxxx will serve as senior advisor, in which
capacity he will perform such duties and have such responsibilities as may be mutually agreed
upon between Xxxxxxxx and the Board of Directors of NIC from time to time. During the Post-CEO
Portion of the Term, Xxxxxxxx will devote such time to the business of and to the furtherance of
the purposes and objectives of NIC as may be necessary to perform the duties and fulfill the
responsibilities mutually agreed upon from time to time as contemplated above, and will be
entitled to engage in other remunerative activities, including part time employment by another
employer. During the Term and until the earlier to occur of (i) an executive of NIC obtaining
appropriate licenses in states necessary to maintain continuity of the business of NIC and its
subsidiaries or (ii) December 31, 2007, Xxxxxxxx will serve certain subsidiaries of NIC in such
executive capacities as may be mutually agreed upon from time to time by Xxxxxxxx and the
respective Boards of Directors of such NIC subsidiaries.
3. Cash Compensation. Throughout the Term, NIC will pay to Xxxxxxxx base salary at the
rate of $330,000 per year together with a guaranteed bonus equal to 100% of base salary. The
combined total of
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base salary and 100% bonus (aggregating $660,000 per year) will be paid in equal
installments, subject to applicable withholding and in accordance with NIC’s normal payroll
practice (with a partial installment due at the end of the Term if the end of the Term does not
coincide with the end of a payroll period).
4. Pre-2007 Bonuses. In light of the guaranteed bonus to be paid to Xxxxxxxx during the
Term, he will not be eligible to participate in NIC’s Management Bonus Plan for 2007 or any later
year and he will not be entitled to any cash payment for any paid time off accruing after December
31, 2006. For purposes of determining Xxxxxxxx’x right to bonuses with respect to 2006 and any
earlier year, Xxxxxxxx will be deemed to be in the active employ of NIC both throughout the Term
and, unless Xxxxxxxx’x employment under this Agreement is terminated for Cause pursuant to Section
15(c), indefinitely thereafter. Accordingly, any bonus payments attributable to 2006 or earlier
year results that would otherwise be paid to Xxxxxxxx in 2007 or any later year (with the original
requirement that he be in the active employ of NIC at the scheduled time of the bonus payment) will
be paid to Xxxxxxxx or to his estate (subject only to the requirement that his employment under
this Agreement not have been terminated for Cause before the scheduled time of the bonus payment).
Xxxxxxxx will be entitled to payment, in 2007, for all accrued but unused paid time off that he has
accrued through December 31, 2006, but will not be entitled to any cash payment for any paid time
off accruing after December 31, 2006.
5. Stock Options. Xxxxxxxx holds options, granted under NIC’s Long Term Incentive Plan, to
buy 80,000 Common Shares of NIC, which options are scheduled to vest at the rate of 16,000 per year
on January 1 of each year from 2006 through 2010. (32,000 shares vested as of January 1, 2007.)
So long as Xxxxxxxx is employed under this Agreement, these options will continue to vest in
accordance with the previously established schedule. Upon termination of his employment under this
Agreement for any reason other than termination for Cause pursuant to Section 15(c), all then
unvested options will become fully vested and exercisable as of the date of that termination and
Xxxxxxxx (or his legal representative) will have a period of 90 days following that termination
within which to exercise any and all of those option that then remain unexercised. The
Compensation Committee of NIC’s Board of Directors will confirm the approval of these provisions in
a letter to be delivered to Xxxxxxxx not later than 15 days after execution of this Agreement by
both parties.
6. Health, Life, and Disability Coverage.
(a) NIC will continue to provide to Xxxxxxxx, throughout the Term, coverage under NIC’s health
insurance benefits plans, including the Flexible Spending Account program, subject to normal
deductibles, premiums, and co-payments in effect from time to time; except that if Xxxxxxxx
becomes eligible for substantially equivalent coverage at substantially equivalent cost from
another employer at any time during the Post-CEO Portion of the Term, Xxxxxxxx’x right to
participate in NIC’s health insurance benefits plans will terminate not later than 90 days after
Xxxxxxxx becomes eligible for that substantially equivalent coverage. If, upon termination of
his employment with NIC, Xxxxxxxx is eligible for continued benefits under COBRA, NIC will
provide him with written notification under separate cover.
(b) NIC will continue to provide to Xxxxxxxx, throughout the Term, the maximum levels of
coverage available under NIC’s Basic Life Insurance/Accidental Death and Dismemberment Plan.
(c) NIC will continue to provide to Xxxxxxxx, throughout the Term, group short term and long
term disability coverage on substantially the same basis as was provided to him by NIC during
2006, except that NIC will not continue coverage to Xxxxxxxx under the Company’s supplemental
LTD program for officers after the next normal expiration date for the policy underlying that
program that occurs after January 1, 2007.
7. Savings and Profit Sharing Plan. Xxxxxxxx will continue to be eligible throughout the
Term to participate in NIC’s Savings and Profit Sharing Plan with payroll deductions and ultimate
distributions to
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be made in accordance with the provisions of that plan. Xxxxxxxx will be eligible
for NIC 401(k) profit sharing contributions on the same basis as other senior executive officers
throughout the Term.
8. Auto, Perquisites, and Office. Throughout the Term, Xxxxxxxx will be entitled to
continued use of an automobile (under NIC’s Company Auto Program for Senior Officers), to all
standard officer perquisites, and to reimbursement for dues and fees at one country club, all at
substantially the same levels as in effect for Xxxxxxxx during 2006. Throughout the CEO Portion of
the Term, Xxxxxxxx will be entitled to the continued use of his current office, secretarial
services, and computer, telephone, and related support. Throughout the Post-CEO Portion of the
Term, Xxxxxxxx will be entitled to the use of an appropriate office together with secretarial
services and computer, telephone, and related support, comparable to his current office and related
support.
9. Reimbursement for Expenses. Subject to such limitations as may be reasonably imposed by
NIC from time to time, NIC will reimburse Xxxxxxxx for reasonable, ordinary, and necessary business
expenses incurred by him in furtherance of NIC’s business, provided Xxxxxxxx accounts to NIC
therefore in a manner sufficient to substantiate deductions with respect to those expenses by NIC
for federal income tax purposes.
10. Confidential Information. Notwithstanding any other provision of this Agreement, both
during and after Xxxxxxxx’x employment with NIC, Xxxxxxxx will maintain the confidentiality of
Confidential Information and will refrain from using such Confidential Information (except in
connection with Xxxxxxxx’x job responsibilities) and disclosing it to anyone other than NIC, its
employees, and other entities that have a business relationship with NIC and a need for such
Confidential Information. For purposes of this Agreement, “Confidential Information” is
information of NIC that Xxxxxxxx would not have acquired but for his employment by NIC and that NIC
endeavors to keep confidential, including without limitation, and regardless of whether such
information is in a tangible medium of expression, accounting information, agency information,
broker-marketing information, claims information, customer service information, employee
information, financial information, information systems information, underwriting information, and
any information provided by a third party to NIC in confidence. At the termination of this
Agreement or otherwise upon NIC’s demand, Xxxxxxxx will provide to NIC all records containing
Confidential Information as well as any copies of it, including handwritten notes made or derived
from Confidential Information or records, all of which are the property of NIC.
11. Activity Restraints. Subject to the exceptions listed below, Xxxxxxxx agrees that he
will not, during the Scheduled Term or at any time within 12 months after the Scheduled Term,
whether as an individual for his own account, or as an employee, officer, director, significant
shareholder, partner, member, agent, independent contractor, or consultant of any person, firm,
corporation, or other entity engage in the following activities:
(a) Enter into or engage in any business that competes, directly or indirectly, with the NIC;
(b) Have any contact, including discussions, negotiations, agreements, or understandings, with
any insured, potential insured, agent, broker, or other entity of NIC with which NIC had
discussions, negotiations, agreements or understandings with at any time during Xxxxxxxx’x
employment relating in any manner to competing insurance products that are identical to,
substantially the same as, or an adequate substitute for any insurance products of NIC and that
are, or could reasonably be anticipated to be, marketed or distributed in such a manner and in
such a geographic area as to actually compete with such insurance products of NIC.
Nothing in this Agreement shall be construed to prohibit Xxxxxxxx from engaging in property and
casualty insurance business or businesses that do not conflict, directly or indirectly, with NIC’s
operations
or initiatives; provided that, before becoming involved in any type of property and casualty
insurance business, Xxxxxxxx must give at least 60 days prior notice of his intention to become
involved with that
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business to NIC management and must give NIC a reasonable opportunity to
consider possible relationships between NIC and the new Xxxxxxxx venture. Any proposed terms will
be negotiated at arms length between members of senior management of NIC and Xxxxxxxx, and will
then be subject to approval by a special committee of the Board of Directors that has been
appointed for this purpose (currently consisting of Directors Consolino, Jensen, Xxxxxx and
Xxxxxxxxx). Xxxxxxxx and NIC agree that Xxxxxxxx engaging in low-value dwelling property insurance
will not conflict, directly or indirectly, with NIC’s operations or initiatives.
Attached as Exhibit A is a term sheet outlining the essential terms of an agreement or agreements
to be entered into between Xxxxxxxx and NIC with respect to Xxxxxxxx engaging in low-value dwelling
property insurance in the State of Texas; such terms have been approved by the special committee of
the board, as well as the Audit Committee pursuant to its Charter responsibilities. NIC and
Xxxxxxxx will enter into a formal agreement or agreements capturing these terms and other customary
terms and conditions, which will be disclosed upon execution as required by applicable law.
12. Hiring or Soliciting NIC Employees. Without the prior written consent of NIC’s Board
of Directors, during the Scheduled Term or at any time within 12 months after the Scheduled
Term, Xxxxxxxx will not, directly or indirectly, hire or solicit for hire any of NIC’s employees to
work for Xxxxxxxx or any entity with which Xxxxxxxx is associated.
13. Remedies. Xxxxxxxx acknowledges that:
(a) The promises in Sections 10, 11 and 12 of this Agreement are reasonably necessary to protect
the goodwill, trade secrets, and other business interests of NIC and will not cause Xxxxxxxx
undue hardship.
(b) Any breach of these promises will cause NIC immediate irreparable harm for which injunctive
relief, including an ex parte temporary restraining order, may be necessary. Injunctive relief
will not preclude NIC from receiving any other relief to which it might be entitled.
(c) The promises in Sections 10, 11 and 12 of this Agreement are of the essence of this
Agreement. They must be construed as independent of any other provision of this Agreement and
the existence of any claim or cause of action of Xxxxxxxx against NIC, whether predicated on
this Agreement or otherwise, will not constitute a defense to the enforcement by NIC of these
promises.
14. Construction of Agreement. Xxxxxxxx’x promises in Sections 10, 11, and 12 of this
Agreement are separate and independent. If any of these promises is declared invalid or
unenforceable by any court, Xxxxxxxx’x remaining promises and obligations shall remain in full
force and effect. If any of the provisions contained in Sections 10, 11 and 12 of this Agreement
are held to be unenforceable due to the duration or other aspect of the scope of those provisions,
the parties agree that a court has the power to and should reduce the duration or scope of that
provision and enforce the provision in its reduced form.
Sections 10 through 13 shall survive termination of this Agreement or termination of
employment before the end of the Scheduled Term.
15. Termination of Employment.
(a) At Expiration of Term. If employment is not earlier terminated, Xxxxxxxx’x
employment under this Agreement will terminate at the close of business on the last day of the
Scheduled Term that is specified in Section 1.
(b) Death or Disability. Xxxxxxxx’x employment under this Agreement will terminate
immediately upon Xxxxxxxx’x death. NIC may terminate Xxxxxxxx’x employment hereunder
immediately upon
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giving notice of termination if Xxxxxxxx is disabled, by reason of physical or
mental impairment, to such an extent that he has been unable to substantially perform his duties
under this Agreement for an aggregate of 90 days (whether business or non-business days and
whether or not consecutive) during any period of twelve consecutive calendar months.
(c) For Cause. NIC may terminate Xxxxxxxx’x employment under this Agreement for “Cause”
if, before the end of the Scheduled Term:
(i) Xxxxxxxx is convicted of a felony (other than felonious operation of a motor vehicle);
(ii) Xxxxxxxx commits an act or series of acts of dishonesty or willful misconduct that is,
or could be materially injurious to NIC in the course of his employment that are materially
inimical to the best interests of NIC and, if the act or acts are capable of being cured,
Xxxxxxxx fails to cure or take all reasonable steps to cure within 30 days of notice from
the Board of Directors to Xxxxxxxx;
(iii) Xxxxxxxx continues to violate his obligations under either or both of Sections 11 and
12 of this Agreement after the Board of Directors has advised him in writing to cease those
activities; or
(iv) Other than for disability, Xxxxxxxx abandons or consistently fails to attempt to
perform his duties and responsibilities under this Agreement at any time during the Term, in
either event, for 30 consecutive days after Xxxxxxxx’x receipt of written notice from the
Board of Directors.
(d) For Good Reason. Xxxxxxxx may terminate his employment under this Agreement for
“Good Reason” if, before the end of the Scheduled Term:
(i) NIC materially breaches its obligations under this Agreement and, if the breach is
curable, NIC fails to cure or take all reasonable steps to cure within 30 days of notice
from Xxxxxxxx to the Board of Directors;
(ii) NIC undergoes a Change in Control (as that term is defined in NIC’s Long Term Incentive
Plan as in effect on January 1, 2007); or
(iii) NIC appoints an individual other than Xxxxxxxx to serve as CEO and the appointment is
not made by supermajority action of the Board of Directors of NIC. For purposes of this
Agreement, a supermajority action of the Board of Directors of NIC is an action that is
affirmatively approved by members of the Board who comprise at least 75% of the full
authorized number of members of the Board at the time the action is taken.
16. Payments Upon Termination.
(a) Upon Termination Without Cause or For Good Reason. If Xxxxxxxx’x employment under
this Agreement is terminated before the end of the Scheduled Term by NIC without Cause or by
Xxxxxxxx for Good Reason, NIC will pay and provide to Xxxxxxxx all compensation and benefits to
which he would be entitled under this Agreement had he lived and continued in the employ of NIC
under this Agreement throughout the end of the Scheduled Term.
(b) Upon Death or Disability. In the event of Xxxxxxxx’x disability (as described in
Section 15(b) or death, but only if he is not then in breach of Sections 10 and 11, any payments
remaining under Sections 3 and 4 will be made to him in the case of disability or his estate in
the event of his death.
The provisions of Section 5 will remain in effect in the event of disability or death. Payments
will be made on the same schedule called for in those Sections.
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(c) Upon Any Other Termination. Upon any termination of Xxxxxxxx’x employment before
the end of the Scheduled Term other than a termination (i) by NIC without Cause, (ii) by
Xxxxxxxx for Good Reason, or (iii) due to Xxxxxxxx’x death or disability, NIC will pay to
Xxxxxxxx all unpaid cash compensation accrued through the effective date of termination but will
not be obligated to make any further payment or to provide any further benefit to Xxxxxxxx under
this Agreement.
17. Arbitration.
(a) Procedures. Except as otherwise provided in Section 17(d) with respect to
injunctive relief, any controversy, claim, or dispute arising out of or relating to this
Agreement, or the breach of any provision of this Agreement or relating to Xxxxxxxx’x
employment, will be submitted to binding arbitration in Cleveland, Ohio in accordance with the
Employment Arbitration Rules of the American Arbitration Association. The arbitration will be
conducted by a single arbitrator selected from the list of arbitrators maintained by the
American Arbitration Association under its Employment Program or any successor program as
follows: (i) the American Arbitration Association (at the request of either or both parties)
will provide a list of the names of seven disinterested potential arbitrators, (ii) NIC will
delete one name from the list, (iii) Xxxxxxxx will delete one name from the shortened list, (iv)
the procedure in (ii) and (iii) will be repeated alternately until only the name of one
potential arbitrator remains on the list and that potential arbitrator will be the arbitrator.
If either NIC or Xxxxxxxx fails to cooperate reasonably in the selection of a single arbitrator,
the other of them may request that the American Arbitration Association name as the arbitrator
any one of the potential arbitrators (as selected by the party making the request) still
remaining on the original list of seven at the time of the failure to cooperate. The decision
by the arbitrator will be final and binding on the parties to this Agreement. Judgment upon the
decision rendered by the arbitrator may be entered in any court having appropriate jurisdiction.
(b) Fees and Expenses. The expenses of the arbitration and any related proceedings of
the type referred to in Section 17(d) (other than the legal fees and expenses incurred by
Xxxxxxxx in connection with the arbitration and related proceedings) will be paid by NIC. The
reasonable legal fees and expenses incurred by Xxxxxxxx in connection with the arbitration and
related proceedings will also be paid by NIC unless the arbitrator rules that Xxxxxxxx had no
reasonable grounds for the position propounded by him in the arbitration (which determination
need not be made simply because Xxxxxxxx fails to succeed in the arbitration and related
proceedings).
(c) Interest. If the arbitrator determines that NIC has failed to timely pay any amount
or provide any benefit to Xxxxxxxx, Xxxxxxxx will be entitled to receive, in addition to the
payment or benefit itself, interest on the unpaid amount or on the value of the benefit not
provided at a rate to be determined by the arbitrator from the date on which the payment or
benefit should have been made or provided to the date on which the payment or benefit is made or
provided.
(d) Injunctive Relief. Any party to a dispute, claim, or controversy described in
Section 17(a) will be entitled to apply to any court of competent jurisdiction for injunctive
relief at any time before the arbitrator has been appointed and has affirmatively accepted the
obligation to determine the extent to which injunctive relief should be continued or granted.
Any injunctive relief granted by a court of competent jurisdiction will be subject to
modification or termination by the arbitrator once the arbitrator has affirmatively accepted
that obligation.
18. Notices. Any notice, request or instruction to be given hereunder by either party to
the other will be in writing and will be deemed to have been given (a) when it is delivered in
person to Xxxxxxxx or to the individual to whose attention notices to NIC are to be given, as the
case may be, or (b) the first business
day after it is sent by nationally recognized overnight courier, addressed as provided below, or to
such other addresses as may be designated by written notice to the other party:
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| If to NIC: | National Interstate Corporation | |||
| 0000 Xxxxxxxxxx Xxxxx | ||||
| Xxxxxxxxx, XX 00000 | ||||
| Attention: General Counsel | ||||
| If to Xxxxxxxx: | Xxxx X. Xxxxxxxx | |||
| c/o Glenmede Trust Company | ||||
| 00000 Xxxxxxx Xxxx Xxxxx, Xxxxx 000 | ||||
| Xxxxxxxxx, XX 00000 | ||||
| Attention: Xxxxx Xxxxxxx, Managing Director |
19. Assignment and Binding Effect. The obligations of the parties hereunder may not be
assigned or transferred, except upon the written consent of the other party hereto; except that NIC
may assign the benefit of this Agreement to any of its affiliates. This Agreement will be binding
upon and inure to the benefit of Xxxxxxxx and NIC and their permitted assigns.
20. Entire Agreement. This Agreement supersedes all prior agreements between the parties
relating to the subject matter discussed herein, specifically including the Confidentiality and
Non-Competition Agreement between Xxxxxxxx and NIC dated January 4, 1995, and constitutes the
entire Agreement between the parties as respects the rights and duties of the parties to this
Agreement with respect to that subject matter. There are no other promises or obligations relating
to those rights and duties except as contained in this Agreement.
21. Governing Law, Venue. The provisions of this Agreement will be governed by and
construed in accordance with the laws of the State of Ohio applicable to contracts made in and to
be performed exclusively within that State, notwithstanding any conflict of law provision to the
contrary. Subject to the mandatory arbitration provisions of Section 17, the parties consent to
venue and personal jurisdiction over them in the courts of the State of Ohio and federal courts
sitting in the State of Ohio, for purposes of construing and enforcing this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| NATIONAL INTERSTATE CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| pursuant to authorization of the Board of Directors | ||||
| /s/ Xxxx X. Xxxxxxxx | ||||
| XXXX X. XXXXXXXX | ||||
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PROPOSED TERMS OF TRANSITION ARRANGEMENT
Administrative Support for Xxxx Xxxxxxxx
Administrative Support for Xxxx Xxxxxxxx
Term. Fronting and support services to be approximately coterminous with employment agreement
(i.e. 3 years to commence no later than May 1, 2007).
Fronting Company. National Interstate Insurance Company or another NIC insurance subsidiary.
Fronting. Services shall be limited to homeowners coverage in Texas. It is intended that 100% of
the risk written shall be assumed by a Xxxxxxxx-controlled company. This would include any
indirect costs such as guarantee fund assessments and forced writings (specifically including any
Florida homeowners required to be written as a result of recent legislation).
Services. Support services shall be limited to IT support in customizing NIC’s POINT system and
internet agent interface to accommodate homeowners coverage in Texas. It is anticipated that this
will take approximately 90 days. In addition, audit services shall be provided along with a
product manager, if needed. It is not intended that underwriting, claims or other customer
services be provided by NIC. The Xxxxxxxx-controlled company will arrange and pay for any needed
licensing for the IT systems.
Fees. Fronting fees shall be adequate to fully reimburse NIC for the cost of capital, premium
taxes and other costs of providing paper with an appropriate profit margin. Service fees shall be
at market and are intended to fully reimburse National Interstate for related costs plus an
appropriate profit margin.
Reinsurance. Appropriate security, as determined by the Board of Directors, will be provided to
NIC through collateral, reinsurance from an A or higher rated reinsurance company, funds withheld
or other appropriate means to ensure direct access to such security by NIC. The amount of such
security shall be determined including consideration of catastrophe exposure and forced writings
(direct or indirect) . Directors with substantial reinsurance experience, Messrs. Xxxxxx and
Xxxxxxxxx, shall be responsible for approval of any proposed security arrangement, after their
review and consultation with the entire Board of Directors.
Disclosure. These terms and the Employment Agreement shall be promptly disclosed, as required.
There shall be disclosure of the management transition plan, any plans of share disposal, and
ownership of the new Texas insurance company to be founded by Xxxxxxxx.
Governance and Oversight. The execution and performance of these terms shall be monitored and
approved by a subcommittee of the Board of Directors as established by the Board of Directors. The
initial composition of such subcommittee shall be Directors Xxxxxxxxx, Jensen, Larson, and
Xxxxxxxxx. In addition, the Audit Committee, pursuant to its Charter, shall continue to review all
potential conflicts of interest and approve all related party transactions.
