1
EXHIBIT 10.19
ONCOR, INC.
MANAGEMENT CONTINUITY AGREEMENT
This Management Continuity Agreement (the "Agreement") is made
and entered into effective as of September 29, 1997, by and between Xxxx Xxxxx
(the "Executive") and Oncor, Inc., a Maryland corporation (the "Company" or
"Oncor").
RECITALS
A. The Board of Directors of the Company (the "Board")
believes that it is in the best interests of the
Company and its stockholders to provide the Executive
with the incentive to continue his employment with
the Company and to motivate the Executive to maximize
the value of the Company.
B. The Company has retained Xxxxxx Brothers pursuant to
a letter dated June 3, 1997 (the "Xxxxxx Letter"),
which contemplates the possibility of an acquisition
of the Company by another company or other change of
control. The Board recognizes that such
consideration can be a distraction to the Executive
and can cause the Executive to consider alternative
employment opportunities. The Board has determined
that it is in the best interests of the Company and
its stockholders to assure that the Company will have
the continued dedication and objectivity of the
Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below)
of the Company. The Board has further determined
that it is in the best interests of the Company to
provide incentives to the Executive to maximize the
value of the Company in anticipation of any Change of
Control.
C. The Board believes that it is imperative to provide
the Executive with certain benefits upon a Change of
Control, which benefits are intended to provide the
Executive with financial security and provide
sufficient incentive and encouragement to the
Executive to remain with the Company notwithstanding
the possibility of a Change of Control.
D. The Company and the Executive are currently parties
to an employment letter agreement dated January 22,
1994 (the "Letter Agreement"). The provisions of the
Letter Agreement relating to severance shall apply to
all cases except cases relating to a Change of
Control and covered by this Agreement, in which case
this Agreement shall control. The Letter Agreement
is hereby amended to change the time period during
which Executive is entitled to receive the benefits
after involuntary termination specified therein from
nine months to 18 months. No other
2
changes are contemplated or intended to the Letter
Agreement which shall otherwise remain in full force
and effect.
E. To accomplish the foregoing objectives, the Board has
directed the Company, upon execution of this
Agreement by the Executive, to agree to the terms
provided herein.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and in consideration of the continuing
employment of the Executive by the Company, the parties agree
as follows:
1. DEFINITION OF TERMS. The following terms
referred to in this Agreement shall have the
following meanings:
(a) Affiliate. "Affiliate" means any
corporation, firm or partnership
directly or indirectly controlled
by, controlling or under common
control with the Company.
(b) Base Compensation. "Base
Compensation" shall mean base salary
of the Executive, as adjusted from
time to time by the Board, in its
discretion.
(c) Cause. "Cause" shall mean (i) any
act of personal dishonesty taken by
the Executive in connection with his
responsibilities as an employee that
is intended to result in substantial
personal enrichment of the Executive
or his associates at the expense of
the Company or its stockholders,
(ii) committing a felony or an act
of fraud against the Company or its
affiliates, (iii) continued
violations by the Executive of the
Executive's obligations under this
Agreement which are willful and
deliberate on the Executive's part
after there has been delivered to
the Executive a written demand from
the Company to cease such
activities; (iv) willful refusal by
the Executive to carry out legally
permissible instructions from the
Company after the Executive has been
given written notice by the Company
of a failure to carry out such
instructions and a reasonable
opportunity to correct the
situation; (v) failure of the
Executive to follow written
instructions of the Board after
written notice of such failure and
an opportunity for Executive for
thirty days to cure any such
failure; (vi) gross negligence in
the
3
performance of the Executive's
duties to the Company; (vii)
repeated errors in judgment or poor
performance that has subjected or
subjects the Company to, a direct
and significant negative impact on
the Company, its financial status or
business prospects, or (viii)
Executive purposely makes negative
and inaccurate comments about the
Company in circumstances where such
information becomes available to the
public.
(d) Change of Control. "Change of
Control" shall mean a "Sale" of the
Company as defined in the Xxxxxx
Letter, to wit: A "Sale" of the
Company shall mean any transaction
or series or combination of
transactions, other than in the
ordinary course of business,
whereby, directly or indirectly,
control of or a majority interest in
the Company or a majority of its
assets, is transferred for
consideration, including, without
limitation, by means of a sale or
exchange of capital stock or assets,
a merger or consolidation, a tender
or exchange offer, a leveraged
buy-out or any similar transaction.
(e) Consideration. "Consideration"
shall mean the gross value of all
cash, securities and other property
paid directly or indirectly by an
acquirer to a seller or sellers in
connection with a Sale of the
Company (including without
limitation all amounts paid or
distributed by the Company to the
holders of capital stock of the
Company and all amounts paid,
distributed or issued to the holders
of options, warrants, stock
appreciation rights or similar
rights or securities in the Company
in connection with such Sale). The
value of any such securities
(whether debt or equity) or other
property shall be determined as
follows: (i) the value of securities
that are freely tradable in an
established public market will be
determined on the basis of the
average closing market price on the
last ten (10) trading days prior to
the closing of such sale or other
transaction; and (ii) the value of
securities that are not freely
tradable or have no established
public market, and the value of
consideration that consists of other
property, shall be the fair market
value thereof. If the consideration
to be paid is computed in any
foreign currency, the value of such
foreign currency for purposes hereof
shall be converted into U.S. dollars
at the
3
4
prevailing exchange rate on the date
or dates on which such consideration
is paid.
(f) Disability. "Disability" shall mean
that the Executive has been unable
to perform his duties under this
Agreement as the result of his
incapacity due to physical or mental
illness, and such inability, at
least 180 days after its
commencement, is determined to be
permanent by a physician selected by
the Company or its insurers and is
acceptable to the Executive or the
Executive's legal representative
(agreement regarding acceptability
not to be unreasonably withheld).
Termination resulting from
Disability may only be effected
after at least 30 days' written
notice to the Executive by the
Company of its intention to
terminate the Executive's
employment. In the event that the
Executive resumes the performance of
substantially all of his duties
hereunder before the termination of
his employment becomes effective,
and continues to perform such duties
for a period of at least 60 days,
the notice of intent to terminate
shall automatically be deemed to
have been revoked.
(g) Involuntary Termination.
"Involuntary Termination" shall mean
the Executive's voluntary
resignation after a Change in
Control within 3 months of the
occurrence of any of the following
events: (i) without the Executive's
consent, the significant reduction
of the Executive's duties or the
removal of the Executive from his
position and responsibilities as set
forth in this Agreement; (ii)
without the Executive's consent, a
substantial reduction of the
facilities and perquisites
(including office space, support
staff and location) available to the
Executive unless substantially all
of the Company's other employees of
rank and responsibilities
substantially similar to those of
the Executive undergo substantially
similar reductions; (iii) a
reduction by the Company in the Base
Compensation of the Executive as in
effect immediately prior to such
reduction unless substantially all
of the Company's other employees of
rank and responsibilities
substantially similar to those of
the Executive undergo substantially
similar reductions; (iv) a material
reduction by the Company in the kind
or level of employee benefits to
which the Executive is entitled with
the result that the
4
5
Executive's overall benefits package
is significantly reduced unless
substantially all of the Company's
other employees of rank and
responsibilities substantially
similar to those of the Executive
undergo substantially similar
reductions; or (v) the refusal by
the Executive to relocate his
principal place of employment to a
facility or location more than 75
miles from the Executive's then
present location following a written
demand from the Company to undertake
such relocation. An Involuntary
Termination will also include (i)
any purported termination of the
Executive by the Company which is
not effected by Disability or for
Cause, as those terms are defined
herein, or any purported termination
for which the grounds relied upon
are not valid under this Agreement,
or (ii) the failure of the Company
to obtain the assumption of this
Agreement by any successors as
contemplated in Section 10 below.
2. TERM OF AGREEMENT. This Agreement is effective on
the 29th day of September, 1997, and shall continue
in effect to and including June 3, 1998, unless
extended by mutual agreement in writing (the "Term").
3. EFFECTIVENESS UPON A SALE OF THE COMPANY. The
provisions of Sections 3 through 8 of this Agreement
shall become effective if, and only if, a Change in
Control occurs and shall be effective from and after
the date the Sale triggering a Change in Control
occurs (the "Sale Date").
(a) The Executive agrees to remain an Oncor
employee (or an employee of Oncor's successor after a
sale) until six (6) months after the Sale Date or
earlier termination by Oncor (other than in cases of
death or Disability).
4. SEVERANCE BENEFITS. The Company shall continue to
pay the Executive as compensation for his services
his Base Compensation for a period of eighteen (18)
months after the later of (a) the Sale Date or (b)
the date of termination of employment pursuant to
Section 3(a) at the request of Oncor or by
Involuntary Termination, payable at normal payroll
intervals. These payments will continue after
employment ceases if the Executive is terminated
without Cause or if the Executive terminates
employment as an Involuntary Termination, but not if
the Executive terminates employment as other than an
Involuntary Termination.
5
6
5. EXECUTIVE BENEFITS. After the Sale Date, the
Executive shall be eligible to participate in the
employee benefit plans and executive compensation
programs maintained by the Company and applicable to
other key executives of the Company, including,
without limitation, retirement plans, savings or
profit-sharing plans, stock options plans, incentive
or other bonus plans, life, disability, health,
accident and other insurance programs, paid vacations
and similar programs or plans, subject in each case
to the generally applicable terms and conditions of
the applicable plan or program in question, to the
determination of any committee administering such
program or plan and to the terms of this Agreement.
6. ADDITIONAL SEVERANCE BENEFITS PROVISIONS.
(a) Termination for Cause. Notwithstanding
anything else contained in this Agreement, if
the Company terminates the Executive's
employment for Cause, then the Executive
shall not be entitled to receive severance or
other benefits pursuant to this Agreement
except for those benefits, if any, as then
established under the Company's then existing
severance and benefit plans and policies at
the time of such termination.
(b) Medical, Life and Disability Benefits. In
the event and during the term the Executive
is entitled to severance benefits pursuant to
this Agreement, then in addition to such
severance benefits, the Executive shall
receive Company-paid health, life and
disability insurance coverage to the same
extent provided to such Executive immediately
prior to the Executive's termination (the
"Company-Paid Coverage") for Eighteen (18)
months after (i) the later of (A) the Sale
Date or (B) the date of termination of
employment pursuant to Section 3(a) at the
request of Oncor or by Involuntary
Termination; or (ii) until the Executive
becomes covered under another employer's
group health, life or disability insurance
plan, whichever occurs first. If the
Executive's health, life and disability
insurance coverage included the Executive's
dependent(s) immediately prior to the
Executive's termination, such dependent(s)
shall also be covered at Company expense for
the same period during which Executive is
covered. For purposes of the continuation
health coverage covered under the federal
statute known as COBRA, the date of the
"qualifying event" triggering the Executive's
Election Period (and that of his qualifying
beneficiaries) shall be the last date on
which the
6
7
Executive receives Company-Paid Coverage
under this Agreement.
(c) Death. If the Executive's employment is
terminated due to the death of the Executive,
then the Executive shall not be entitled to
receive severance or other benefits pursuant
to this Agreement except for those benefits
(if any) as then established under the
Company's then existing severance and
benefits plans and policies at the time of
death.
(d) Incentive Compensation. Upon consummation of
a Sale, the Executive shall receive a cash
payment of at least One Hundred and Twenty
Five Thousand Dollars ($125,000) (the
"Payment"). If the Consideration paid in a
Sale of the Company is above One Hundred
Million Dollars ($100,000,000), the Payment
will be increased by .125% of the
Consideration up to One Hundred and Thirty
Million Dollars ($130,000,000), by .175% of
the total Consideration from One Hundred and
Thirty Million Dollars ($130,000,000) to One
Hundred and Sixty-Five Million Dollars
($165,000,000), and by .25% of the
Consideration in excess of One Hundred and
Sixty Five Million Dollars ($165,000,000).
There will be no payment upon a strategic
transaction as defined in the Xxxxxx Letter.
Such payment shall be made as soon as
reasonably practicable after the Sale Date,
but in any event within 30 days thereafter.
(e) For the avoidance of doubt, nothing in this
Agreement shall amend or affect the full
acceleration of vesting of Executive's stock
options under Oncor's 1992 Stock Option Plan,
as amended (the "Plan"), which occurs upon a
Corporate Transaction, as defined in the
Plan.
7. NO OTHER BENEFIT. In connection with the provisions
in this Agreement, the Executive acknowledges and
agrees that he has no other claims or agreements
relating to remuneration or compensation from the
Company other than the Letter Agreement.
8. UNAUTHORIZED DISCLOSURE; PROHIBITED AND COMPETITIVE
ACTIVITIES.
(a) The Executive understands and agrees that due
to the Executive's position with the Company,
both prior to and subsequent to the effective
date of this Agreement, the Executive has
been and will be exposed to, and has received
and
7
8
will receive, confidential and proprietary
information of the company relating to the
Company's business affairs (collectively, the
"Trade Secrets"), including, but not limited
to, technical information, product
information and formulae, processes, business
and marketing plans, strategies, customer
information, other information concerning the
Company's products, promotions, development,
financing, expansion plans, business policies
and practices, salaries and benefits, and
other forms of information considered by the
Company to be proprietary and confidential
and in the nature of trade secrets. Except
to the extent that the proper performance of
the Executive's duties, services and
responsibilities hereunder may require
disclosure, and except as such information
(i) was known to the Executive prior to his
employment by the Company, or (ii) was or
becomes generally available to the public
other than as a result of a disclosure by the
Executive in violation of the provisions of
this paragraph, the Executive agrees that
during his employment with the Company and at
all times thereafter the Executive will keep
such Trade Secrets confidential and will not
disclose such information, either directly or
indirectly, to any third person or entity
without the prior written consent of the
Company or use such information for the
benefit of himself or any third person or
entity without the prior written consent of
the Company. This confidentiality
restriction, has no temporal, geographical or
territorial restrict, provided, however, that
if in the written opinion of counsel, the
Executive is legally compelled to disclose
Trade Secrets to any tribunal of only those
Trade Secrets which such counsel advises in
writing are legally required to be disclosed
shall not constitute a Prohibited Activity
provided that the Executive shall give the
Company as much advance notice of such
disclosure as is reasonably practicable.
(b) On the effective date of any termination of
the Executive's employment with the Company,
the Executive will promptly supply to the
Company all property, including, but not
limited to, keys, notes, memoranda, writings,
lists, files, reports, customer lists,
correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data,
formulae, or any other tangible product or
document, and any and all copies, duplicates
or reproductions thereof, which has been
produced by, received by or otherwise
submitted to the Executive in the course of
his employment with the Company.
8
9
(c) The Executive and the Company recognize that
due to the nature of the Executive's position
with the Company and the relationship of the
Executive and the Company, both prior to and
subsequent to the date of this Agreement, the
Executive has had and will have access to,
has had and will acquire, and has assisted
and may continue to assist in developing
confidential and proprietary information
relating to the business and operations of
the Company and its affiliates, including
Trade Secrets. The Executive acknowledges
that such information has been and will be of
central importance to the business of the
Company and its affiliates and that
disclosure of it to, or its use by, others
(including, without limitation, the
Executive, other than in furtherance of the
Company's business and affairs ), could cause
substantial loss to the Company. The
Executive and the Company also recognize that
an important part of the Executive's duties
has been to develop goodwill for the Company
and its affiliates through his personal
contact with Customers (as defined below),
employees, and others having business
relationships with the Company, and that
there is a danger that this goodwill, a
proprietary asset of the Company, may follow
the Executive if and when his relationship
with the Company is terminated. The
Executive accordingly agrees that, during the
balance of his employment with the Company,
and for a period of one (1) year after the
Sale Date, he will not:
(i) directly or indirectly, whether for
his own account or for the account
of any other person or entity,
solicit, divert, or endeavor to
entice away Customers from the
Company or any entity controlled by
the Company, or otherwise engage in
any activity intended to terminate,
disrupt, or interfere with the
Company's or any of its affiliates'
relationship with Customers, or
otherwise adversely affect the
Company's or any of its affiliates'
relationship with Customers or other
business relationships of the
Company or any affiliate thereof;
(ii) publish or make any statement
critical of the Company or any
shareholder, officer, director or
affiliate, or in any way adversely
affect or otherwise malign the
business or personal reputation of
any of such parties;
(iii) directly or indirectly solicit any
person who, at the time of such
solicitation, is employed by the
Company or any
9
10
affiliate thereof, for employment at
any employer other than the Company,
or recommend to any subsequent
employer of the Executive the
solicitation for employment of any
such employee of the company or
affiliate;
(iv) engage in any "Competitive
Activity," as defined below.
(d) Customers. "Customers" shall mean those
persons or entities who, at any time during
the Executive's employment with the Company,
and/or during the period one (1) year after
the termination of the Executive's
employment, are or were customers or clients
of the Company or any affiliate thereof or
any predecessor of any of the foregoing.
(e) Competitive Activity. "Competitive Activity"
means engaging in any of the following
activities, singly or in any combination:
(i) serving as a director of a
"Competitor" (as defined below);
(ii) directly or indirectly either
controlling any Competitor, or
owning any equity or debt interests
in any Competitor (other than equity
or debt interests which are publicly
traded and, at the time of any
acquisition, do not exceed five
percent (5%) of the particular class
of interests outstanding, it being
understood that, if interests in any
Competitor are owned by an
investment vehicle or other entity
in which the Executive owns an
equity interest, a portion of the
interests in such Competitor owned
by such entity shall be attributed
to the Executive, such portion shall
be determined by applying the
percentage of the equity interest in
such entity owned by the Executive
to the interests in such Competitor
owned by such entity);
(iii) employment by, including serving as
an officer or partner of, providing
consulting services to (including,
without limitation, as an
independent contractor), or,
managing or operating the business
or affairs of any Competitor; or
10
11
(iv) participating in the ownership,
management, operation or control of
or being connected in any manner
with any Competitor.
(f) Competitor. "Competitor" means any person
(other than the Company or any of its
affiliates) that competes, either directly or
indirectly, with any of the business
conducted by the Company or any of its
affiliates in the United States, such
business being, without limitation, those
related to the development, production and
marketing of cancer-oriented genetic probes,
related reagents, molecular biology products
and diagnostic products for the detection and
management of certain cancers.
(g) Remedies. The Executive agrees that any
breach of the terms of this Section 8 would
result in irreparable injury and damage to
the Company for which the Company would have
no adequate remedy at law; the Executive
therefore also agrees that in the event of
said breach or any threatened breach, the
Company shall be entitled to an immediate
inunction and restraining order to prevent
such breach and/or threatened breach and/or
continued breach by the Executive and/or any
and all persons and/or entities acting for
and/or with the Executive, without having to
prove damages, in addition to any other
remedies to which the Company may be entitled
at law or in equity. The terms of this
paragraph shall not prevent the Company from
pursuing any other available remedies for any
breach or threatened breach hereof,
including, without limitation, the recovery
of damages from the Executive. The Company
shall have the right to seek injunctive or
other relief for the breach or threatened
breach by the Executive of this Section 8 in
any court of competent jurisdiction. The
provisions of this Section 8 shall survive
any termination of this Agreement. The
existence of any claim or cause of action by
the Executive against the Company, whether
predicated on this Agreement or otherwise,
shall not constitute a defense to the
enforcement by the Company of the covenants
and agreements in this Section 8.
9. LIMITATION ON PAYMENTS. To the extent that any of
the payments and benefits provided for this Agreement
or otherwise payable to the Executive constitute
"parachute payments" within the meaning of Section
280G of the Internal Revenue Code, as amended, and,
but for this Section 9, would be subject to the
excise tax provided for by
11
12
Section 4999 of that Code, then the Executive's
benefits under Sections 3 through 7 above, as
applicable, shall be payable either
(a) in full, or
(b) as to such lesser amount as would result in
no portion of such severance benefits being
subject to the excise tax under Section 4999
of the Code,
whichever of the foregoing amounts, taking into
account the applicable federal, state and local
income taxes and the excise tax imposed under Section
4999, results in the receipt by the Executive on an
after-tax basis of the greatest amount of severance
benefits under Sections 3 through 7 above,
notwithstanding that all or some portion of such
severance benefits may be taxable under Section 4999.
Unless the Company and the Executive otherwise agree
in writing, any determination required under this
Section 9 shall be made in writing by an independent
public accounting firm reasonably acceptable to the
Company other than that used by the Company (the
"Accountants"), whose determination shall be
conclusive and binding upon the Executive and the
Company for all purposes. For purposes of making the
calculations required by this Section 9, the
Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999.
The Company and the Executive shall furnish to the
Accountants such information and documents as the
Accountants may reasonably request in order to make a
determination under this Section. The Company shall
bear all costs the Accountants may reasonably incur
in connection with any calculations provided for by
this Section 9. Executive may elect at his option
which such benefits to reduce to meet the
requirements of Section 9.
10. SUCCESSORS.
(a) Company's Successors. Any successor to the
Company (whether direct or indirect and
whether by purchase of stock, purchase of
assets, lease, merger, consolidation,
liquidation or otherwise) to all or
substantially all of the Company's business
and assets shall assume the obligations under
this Agreement and agree expressly to perform
the obligations under this Agreement in the
same manner and to the same extent as the
Company would be required to perform such
obligations in the
12
13
absence of a succession. For all purposes
under this Agreement, the term "Company"
shall include any successor to the Company's
business and assets which executes and
delivers the assumption agreement described
in this paragraph or which becomes bound by
the terms of this Agreement by operation of
law.
(b) Executive's Successors. Except as otherwise
specifically provided in this Agreement, the
terms of this Agreement and all rights of the
Executive hereunder shall inure to the
benefit of, and be enforceable by, the
Executive's personal or legal
representatives, executors, administrators,
successors, heirs, devicees and legatees.
11. NOTICE.
(a) General. Notices and all other
communications contemplated by this Agreement
shall be in writing and shall be deemed to
have been duly given when personally
delivered or three (3) days after being
mailed by U.S. registered or certified mail,
return receipt requested and postage prepaid.
In the case of the Executive, mailed notices
shall be addressed to him at the home address
which he most recently communicated to the
Company in writing. In the case of the
Company, mailed notices shall be addressed to
its corporate headquarters, and all notices
shall be directed to the attention of its
Secretary.
(b) Notice of Termination. Any termination by
the Company for Cause shall be communicated
by a written notice of termination to the
Executive hereto given in accordance with the
notice provisions of this Agreement. Such
notice shall indicate the specific
termination provision in this Agreement
relied upon, shall set forth in reasonable
detail the facts and circumstances that
provide a basis for termination under the
provision so indicated, and shall specify the
termination date.
12. MISCELLANEOUS PROVISIONS.
(a) Waiver. No provision of this Agreement shall
be modified, waived or discharged unless the
modification, waiver or discharge is agreed
to in writing and signed by the Executive and
by an authorized officer of the Company
(other than the Executive). No waiver by
either party of any breach of, or
13
14
compliance with, any condition or provision
of this Agreement by the other party shall be
considered a waiver of any other condition or
provision or of the same condition or
provision at another time.
(b) Whole Agreement. No agreements,
representations or understandings (whether
oral or written and whether express or
implied) which are not expressly set forth in
this Agreement have been made or entered into
by either party with respect to the subject
matter hereof.
(c) Choice of Law. The validity, interpretation,
construction and performance of this
Agreement shall be governed by the laws of
the State of Maryland.
(d) Severability. The invalidity or
unenforceability of any provision or
provisions of this Agreement shall not effect
the validity or enforceability of any other
provision herein, which shall remain in full
force and effect.
(e) No Assignment of Benefits. The rights of any
person to payments or benefits under this
Agreement shall not be made subject to option
or assignment, either by voluntary or
involuntary assignment or operation of law,
including, without limitation, bankruptcy,
garnishment, attachment or other creditor's
process, and any action in violation of this
paragraph shall be void.
(f) Employment Taxes. All payments made pursuant
to this Agreement will be subject to
withholding of applicable income and
employment taxes.
(g) Assignment by Company. The Company may
assign its rights under this Agreement to an
affiliate, and an affiliate may assign its
rights under this Agreement to another
affiliate of the Company or to the Company.
14
15
(h) Counterparts. This Agreement may be executed
in counterparts, each of which shall be
deemed an original, but all of which other
will constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this
Agreement, in the case of the Company by its duly authorized officer, as of the
day and year first above written.
ONCOR, INC.
By: /s/ Xxxxx Xxxx
-------------------------------------------
Title: President and Chief Operating Officer
----------------------------------------
EXECUTIVE
By: /s/ Xxxx X. Xxxxx
-------------------------------------------
Title: Vice President
----------------------------------------
15
