EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into as of
October 10, 1996 between Metro-Xxxxxxx-Xxxxx Inc., a Delaware corporation (the
"Company"), and Xxxxxxx X. Xxxxx ("Executive").
The parties agree as follows:
1. Employment and Title. Effective as of October 10, 1996, the
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Company employs Executive as, and Executive accepts employment to serve as,
Executive Vice President, all upon the terms and conditions set forth in this
Agreement, including the powers and authority set forth in Paragraph 2 below.
2. Powers and Authority.
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(a) During the Term, as defined in Paragraph 6 below, Executive
shall be an Executive Vice President of the Company. Subject to the direction of
the Chairman and Chief Executive Officer of the Company (the "CEO") and the
Vice Chairman of the Company (the "VC"), Executive shall have such duties and
responsibilities as set forth in the attached Job Description.
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(b) Executive's services shall be exclusive to the Company and
its subsidiaries. Executive shall devote Executive's best efforts and
Executive's full business time (except as provided in the following sentence) to
the services to be performed hereunder. Executive may serve on the boards of
directors (and committees thereof) of (but in no other capacity for) other
companies and non-profit organizations, may manage the investment of Executive's
personal assets, and may make new investments of Executive's personal assets in
other companies so long as such activities do not materially interfere with
Executive's duties hereunder and (other than investments not to exceed one
percent (1%) of the total outstanding in publicly traded securities) such
companies do not directly compete with the Company.
(c) Executive agrees to comply with the Company's policies and
procedures as in effect from time to time (and which are not inconsistent with
this Agreement) to the extent that such policies are furnished to Executive in
writing.
3. Location. The location of Executive's principal place of
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employment shall be in the Company's principal executive offices in the greater
Los Angeles, California area; provided, however, that Executive shall perform
such occasional services outside of Los Angeles as are, in the reasonable
determination of the Executive, the VC or the CEO, reasonably required for the
proper performance of Executive's duties under this Agreement.
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4. Reporting. Executive shall report jointly to the CEO and the VC
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(currently A. Xxxxxx Xxxxxx); provided, however, that if Xx. Xxxxxx shall no
longer serve as a senior executive of the Company. Executive shall report solely
to the CEO.
5. Availability. Each party represents and warrants to the other
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that it has the full power and authority to enter into and perform its
obligations under this Agreement and that its execution of and performance under
this Agreement shall not constitute a default under or breach of the terms of
any other agreement or order of any court or governmental authority to which it
is a party or under which it is bound. Each party shall defend and hold harmless
the other for any and all claims, demands, losses or damages (including
reasonable attorneys' fees) arising from any action against any such party due
to a breach of any representation and warranty contained in this Paragraph or
based upon any allegations of interference with contractual obligations or the
like relating to the negotiation or execution of this Agreement.
6. Term. Subject to the provisions for earlier termination set
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forth in Paragraph 11, the term of Executive's employment hereunder shall
commence on the effective date and continue through October 9, 2001 (the
"Term"). Neither the Company nor Executive will have any obligation to renew or
extend this Agreement beyond the Term.
7. Compensation.
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(a) Salary and Bonus. In full consideration for the services to
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be rendered by Executive, and in full discharge of the Company's salary
obligations, Company shall pay to Executive and Executive shall accept:
(i) an annualized base salary of $525,000 during the first
twelve month period of the Term, $575,000 during the second twelve month
period, $625,000 during the third twelve month period, and an amount during
each of the fourth and fifth twelve month periods, respectively, to be
determined by the Company after a good faith review of Executive's base
salary and performance prior to the beginning of each such period, but in
no event less than the annualized base salary being paid to Executive as of
the date of such good faith review (each amount less tax withholdings
required by law and other voluntary deductions authorized by Executive),
payable bi-weekly in arrears commencing on the first regular bi-weekly
payment date; and
(ii) intentionally omitted;
(iii) an annual discretionary bonus, or such applicable prorated
portion thereof for any partial Company fiscal year during the Term (less
tax withholdings required by law and other voluntary deductions authorized
by Executive), to be determined in the sole discretion of the CEO, payable
on the first day of the second month following the completion of each
Company fiscal year
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ending in the term (and within forty-five days following the end of the
Term with respect to the last partial Company fiscal year): and
(iv) participation in the P&F Acquisition Corp. and
Metro-Xxxxxxx-Xxxxx Inc. 1996 Management Stock Option and Bonus Plan(s)
(the "Plan") in the amounts designated on page A-9 of Exhibit A thereto
(i.e., 1,395 Series A Options (and Bonus Interests) and 1,535 Series B
Options).
(b) Other Benefits. Executive shall be entitled to the
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following additional benefits: a car allowance and vacation time in accordance
with Company policy applicable to employees of Executive's seniority, salary and
title; first-class air travel.
(c) Business Expenses. During the Term, the Company shall pay
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or reimburse Executive promptly for all reasonable business expenses incurred by
Executive in the performance of Executive's duties under this Agreement if
properly substantiated and in accordance with the Company's policies and
procedures applicable to employees of Executive's seniority, salary and title.
(d) Insurance. During the Term, Executive shall be entitled to
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and shall be accorded all rights and benefits under any life insurance,
disability insurance, health and major medical insurance policy or policies
which the Company provides for its senior officers or employees generally.
Nothing in this paragraph shall require the Company to
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retain any particular policy or plan, but a reasonable insurance benefit package
shall be maintained. Notwithstanding the foregoing, during the Term the Company
shall provide and pay for a five-year level term life insurance policy on
Executive's life (from any company which Company has regularly obtained life
insurance policies for its senior executives in the past five years or is
willing to do so now, and subject to Executive's reasonable approval, and at no
charge to Executive other than any applicable income taxes) which provides a
death benefit in the amount of $2,000,000. Further, at Executive's sole election
and sole expense, Executive may, from time to time, increase the term or amount
of such policy. Executive shall be entitled to designate the owner and
beneficiary or beneficiaries of such policy which may include a trust. Such
policy shall be in addition to, and not in lieu of, any life insurance benefit
which the Company provides for its senior officers or employees generally.
(e) Employee Benefit Plans. Executive shall be entitled to
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participate in and/or receive all other employee benefits under any 401(k) plan,
savings plan, pension plan and other similar plan or program which the Company
provides for its senior officers or employees generally, all subject to the
terms and conditions of the various benefit plans.
8. Compensation in the Event of Termination.
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(a) If the Agreement is terminated under Paragraph 11(a),
Executive or his estate shall receive the compensation provided in Paragraph
7(a)(i) and 7(a)(iii), if
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any, prorated to the date of termination, and all amounts accrued under benefit
plans in which Executive is a participant as of such termination date, including
without limitation the benefits provided in Paragraph 7(a)(iv) in accordance
with the provisions of the Plan.
(b) If the Agreement is terminated under Paragraph 11(b),
Executive shall receive the same compensation and benefits set forth in
Paragraph 8(a), except that the benefits provided in Paragraph 7(d) shall
continue for what would be the remainder of the Term but for such termination
(the "Full Term") in accordance with the terms of each respective policy or plan
(provided, however, that if prior to the expiration of the Full Term Executive
receives any of the types of benefits specified in Paragraph 7(d) from a
subsequent employer, the Company shall immediately cease to provide such types
of benefits received from the subsequent employer; provided further, however,
that the individual term life insurance policy specified in Paragraph 7(d) shall
remain in effect pursuant to its terms unless a subsequent employer provides a
substantially equivalent policy).
(c) If the Agreement is terminated under Paragraph 11(c) or
11(e) below, or expires pursuant to its terms, Executive shall receive the net
present value of the compensation provided in Paragraphs 7(a)(i) and 7(a)(ii)
through the Full Term, discounted at the 30-day LIBOR rate in effect at the date
of termination, the compensation provided in Paragraph 7(a)(iii), if any, pro
rated as specified therein, the benefits provided in Paragraph 7(a)(iv) in
accordance with the provisions of the Plan, and the benefits provided in
Paragraph
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7(d) for the Full Term in accordance with the terms of each respective policy or
plan (provided, however, that if prior to the expiration of the Full Term
Executive receives any of the types of benefits specified in Paragraph 7(d) from
a subsequent employer, the Company shall immediately cease to provide such types
of benefits received from the subsequent employer; provided further, however,
that the individual term life insurance policy specified in Paragraph 7(d) shall
remain in effect pursuant to its terms unless a subsequent employer provides a
substantially equivalent policy).
(d) If the Agreement is terminated under Paragraph 11(d),
Executive shall not be entitled to receive any payment or benefits following the
date of termination, except as may be accrued to the date of termination, or
vested under the Plan, or any other plan or policies of the Company.
9. Property Rights.
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(a) Executive agrees that all results and proceeds of his
services, including any ideas, programs, formats, plans and arrangements,
composed, conceived or created by him during the period of this employment,
solely or in collaboration with others (collectively, the "Creations"), whether
or not same is made at the request or suggestion of the Company, or during or
outside regular hours of work, shall at all times be and remain the sole and
exclusive property of the Company. Executive further agrees that he will, at the
request of the Company, execute and deliver to the Company, in form satisfactory
to the
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Company, documents evidencing the Company's ownership to the foregoing; but
notwithstanding that no such documents are executed, the Company, as Executive's
employer, shall be deemed the owner thereof immediately upon creation. Anything
in this Agreement to the contrary notwithstanding, the provisions of this
paragraph shall survive the termination, for any reason, of this Agreement.
(b) Notwithstanding Paragraph 9(a) above, the Company shall not
own any Creations created by Executive prior to the Term or solely during
Executive's leisure hours during the Term, which Creation is not related in any
manner to, or derived in any manner from, any projects, concepts and/or
intellectual property of any nature of the Company or any of its affiliates.
Notwithstanding the foregoing, Executive agrees to submit to the Company any
such Creation which Executive desires to commercially exploit, and the Company
will notify Executive within ten (10) business days of receipt if the Company
desires to start negotiations for rights thereto. If no agreement is reached
within thirty (30) days after the start of negotiations, then Executive will
make an offer to the Company for such rights and if the Company does not accept,
Executive may negotiate elsewhere the rights so offered.
10. Existing Employment Agreement. Executive and the Company agree
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to terminate, as of the date of this Agreement, the current Employment Agreement
dated as of November 30, 1994 between Executive and the Company. In full
satisfaction and settlement of all amounts due to Executive under the current
Employment Agreement, promptly
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following execution of this Agreement Executive shall receive (i) 625 units of
P&F Capital Stock, consisting of 4/9 of a share of P&F Common Stock and 5/9 of a
share of P&F Series A Convertible Preferred Stock; and (ii) cash of $416,178,
out of which the Company shall make tax withholdings required by law and other
voluntary deductions authorized by Executive.
11. Termination. Executive's employment shall terminate.
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(a) Upon the death of Executive.
(b) At the option of the Company, if Executive is disabled.
Disability shall mean Executive's inability to substantially perform his duties
hereunder due to a medically determinable physical or mental impairment that can
reasonably be expected to result in death with twelve (12) months or which has
lasted or can be expected to last for a continuous period of not less than
twelve (12) months.
(c) After thirty (30) days' written notice by the Company to
Executive without "Cause".
(d) Upon written notice by the Company to Executive for "Cause"
which shall include only:
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(i) the continued failure of Executive to substantially
perform his duties with the Company or any subsidiary of the Company (other
than any such failure resulting from illness, temporary absence, legal
incapacity or disability) for thirty (30) days after a demand for
substantial performance is delivered in writing to Executive by the Company
which specifically identifies the manner in which Executive has not
substantially performed his duties;
(ii) Executive's continued failure to follow reasonable and
lawful directives (consistent with the terms of this Agreement) of the
Board of Directors of the Company (or, if applicable, the CEO or VC) for
thirty (30) days after a demand for Executive to follow such directives is
delivered in writing to Executive by the Company that specifically
identifies the manner in which Executive has not followed such directives;
(iii) the engaging by Executive in willful, reckless or grossly
negligent misconduct in connection with his employment, unless Executive
ceases such misconduct within ten (10) days and remedies the adverse effect
of such misconduct within thirty (30) days, after a demand to cease
engaging in such misconduct is delivered in writing to Executive by Company
that specifically identifies such misconduct;
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(iv) Executive's conviction of an offense involving moral
turpitude or a felony (it being understood that the first conviction of
Executive, if any, after commencement of the Term, for driving under the
influence of alcohol shall not constitute Cause hereunder); or
(v) material breach by Executive of this Agreement and failure
to cure such breach within thirty (30) days of delivery of a written notice
to Executive by the Company that specifically identifies the breach.
If the remedy, cure or cessation of an act or omission which is
the subject of a notice under this Paragraph 11(d) would reasonably require more
than thirty (30) days to complete and Executive commences such remedy, cure or
cessation within thirty (30) days after receipt of such notice and diligently
pursues the same to completion, said act or omission shall not constitute
"Cause." Cause shall continue to exist with respect to Executive only for a
period of ninety (90) days after the event or action (and the expiration of any
notice or cure period specified) giving rise to Cause.
(e) Upon thirty (30) days' written notice by Executive to the
Company for "Good Reason" which shall include:
(i) a substantial and adverse change in Executive's status or
position with the Company as the same existed on the commencement of the
Term
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hereof which is not cured within thirty (30) days after written notice
thereof to the Company from Executive:
(ii) a reduction (other than for Cause) by the Company of
Executive's aggregate compensation under Paragraph 7(a)(i) above as in
effect on the commencement of the Term hereof or as in effect thereafter if
such compensation has been increased (other than a reduction in aggregate
compensation in the fourth and/or fifth twelve month periods of the Term
resulting from the Company's good faith review of Executive's base salary
and performance as provided in Paragraph 7(a)(i)), unless such reduction is
restated retroactively not later than thirty (30) days after written notice
thereof to the Company from Executive;
(iii) a material reduction by the Company in the overall value
of benefits provided to the Executive as in effect on the commencement of
the Term hereof or as in effect thereafter if such benefits have been
increased (as used in the preceding clause, "benefits" shall include all
profit-sharing, retirement, pension, health, dental, disability insurance,
automobile and similar benefits) unless such reduction is restated
retroactively not later than thirty (30) days after written notice thereof
to the Company from Executive;
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(iv) a relocation of Executive's principal place of employment
to any place outside the greater Los Angeles area, except for reasonable
amounts of required travel by the Executive on the Company's business; or
(v) any material breach by the Company of any provision of
this Agreement which is not cured within thirty (30) days after written
notice thereof to the Company from Executive; or
(f) At the expiration of the Term.
12. No Mitigation. Except as provided in Paragraphs 8(b) and 8(c)
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regarding the benefits provided by a subsequent employer, and without limiting
any other provision hereof, any income and any other employment benefits
received by Executive from any and all sources other than the Company before or
after the expiration or termination of this Agreement for any reason whatsoever
shall in no way reduce or otherwise affect the Company's obligation to make
payments and afford benefits hereunder. Executive shall have no duty to seek
employment. No claim the Company has against Executive shall be used to offset
the Company's obligation hereunder.
13. Confidential Material.
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(a) Disclosure. Executive acknowledges that, in the performance of
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duties on behalf of the Company. Executive shall have access to, receive and be
entrusted with confidential information, including but in no way limited to
development, marketing, organizational, financial, management, administrative,
production, distribution and sales information, data, specifications and
processes presently owned or at any time in the future developed by, the Company
or its agents or consultants, or used presently or at any time in the future in
the course of its business that is not otherwise part of the public domain
(collectively, the "Confidential Material"). All such Confidential Material is
considered secret and will be available to Executive in confidence. Except in
the performance of Executive's duties on behalf of the Company or as required by
law, Executive shall not, directly or indirectly for any reason whatsoever,
disclose or use any such Confidential Material, unless such Confidential
Material ceases (through no fault of Executive's) to be confidential because it
has become part of the public xxxxxx. All records, files, drawings, documents,
equipment and other tangible items, wherever located, relating in any way to the
Confidential Material or otherwise to the Company's business, which Executive
prepares, uses, or encounters, shall be and remain the Company's sole and
exclusive property and shall be included in the Confidential Material. Upon
termination of this Agreement by any means, or whenever requested by the
Company, Executive shall promptly deliver to the Company any and all of the
Confidential Material not previously delivered to the Company that may be or at
any previous time has been in Executive's possession or under Executive's
control; provided, however, Executive may keep Executive's rolodex or other
personal list of addresses and telephone numbers.
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(b) Unfair Competition. Executive hereby acknowledges that the
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sale or unauthorized use or disclosure of any of the Company's Confidential
Material by Executive by any means whatsoever at any time before, during or
after Executive's employment with the Company shall constitute "Unfair
Competition". Executive agrees that Executive shall not engage in Unfair
Competition either during the time Executive is employed by the Company or at
any time thereafter.
(c) Other. In the event of the termination of Executive's
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employment for any reason, Executive shall not for a period of of one (1) year
thereafter:
(i) directly or indirectly, either alone or jointly with or on
behalf of any corporation or entity of which Executive is a director, employee
or greater than five percent (5%) shareholder solicit for employment and then
employ any employee of the Company or any of its affiliates or subsidiaries
other than Executive's secretary or personal assistant; or
(ii) make any derogatory public statement concerning the Company,
any of its affiliates or subsidiaries, or Executive's employment unless
previously approved by the Company, except as may be required by law.
14. Miscellaneous.
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(a) Arbitration.
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(i) Any and all disputes between Executive and Company, however
significant, arising out of, relating in any way to or in connection with this
Agreement (including the validity, scope and enforceability of this arbitration
clause) shall be solely settled by an arbitration to be held in Los Angeles,
California and conducted in accordance with such rules of the American
Arbitration Association or any similar successor body as are not inconsistent
with the provisions of this Paragraph 14(a).
(ii) Any arbitration hereunder shall be held before a single
arbitrator mutually agreed to by the parties thereto, except that, if the
parties shall fail to agree to such an arbitrator within twenty (20) days from
the date on which the claimant's request for arbitration is delivered to the
other party to the arbitration, such arbitration shall be held before an
arbitrator appointed by the American Arbitration Association.
(iii) Discovery may be taken in the arbitration proceedings
pursuant to the provisions of California Code of Civil Procedure Section
1283.05, which are incorporated herein by reference and made applicable to any
arbitration held pursuant to this Paragraph.
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(iv) The award of the arbitrator shall be made within ninety
(90) days from the date on which the arbitrator is selected. The award of the
arbitrator shall be final, and the parties agree to waive their right to any
form of appeal, to the greatest extent allowed by law. The arbitrator shall
award costs and fees, including the fees of the arbitrator and reasonable
attorneys' fees, to the prevailing party. Judgement upon any award of the
arbitrator may be entered in any court having jurisdiction or application may be
made to such court for the judicial acceptance of the award and for order of
enforcement.
(b) Applicable Law and Venue. This Agreement and any disputes
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or claims arising hereunder shall be construed in accordance with, governed by
and enforced under the laws of the State of California without regard for any
rules of conflicts of law. The arbitrator appointed as described above located
in Los Angles, California shall be the sole fora for any action for relief
arising out of or pursuant to, or to enforce or interpret, this Agreement.
Each party to this Agreement consents to the personal jurisdiction and
arbitration in such fora and courts and each party hereto covenants not to, and
waives any right to, seek a transfer of venue from such jurisdiction on any
grounds
(c) Interpretation. The provisions of this Agreement were
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negotiated by each of the parties hereto and this Agreement shall be deemed to
have been drafted by each party.
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(d) Representations of the Company. The Company represents and
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warrants that this Agreement is validly binding on the Company and enforceable
in accordance with its terms and that the execution and performance hereof is
not in conflict with any agreement or understanding the Company has with any
third party.
(e) No Waivers. The failure of either party to enforce any
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provision of this Agreement shall not be construed as a waiver of any such
provision, nor prevent such party thereafter from enforcing such provision or
any other provision of this Agreement. Rights granted the parties hereto herein
are cumulative and the election of one shall not constitute a waiver of such
party's right to assert all other legal remedies available under the
circumstances.
(f) Notices. Any notice to be given under the terms of this
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Agreement shall be in writing and may be delivered personally, by telecopy,
telex or other form of written electronic transmission, by overnight courier or
by registered or certified mail, postage prepaid, and shall be addressed as
follows:
TO THE COMPANY:
Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
Attention: Director of Human Resources
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WITH A COPY TO:
Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
Attention: Legal Department
TO THE EXECUTIVE:
Xxxxxxx X. Xxxxx, Esq.
Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
Either party may hereafter notify the other in writing of any change in address.
Any notice hereunder shall be deemed duly given when received by the person to
whom it was sent.
(g) Severability. The provisions of this Agreeement are severable and
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if any provision of this Agreement shall be held to be invalid or otherwise
unenforceable in whole or in part, the remainder of the provisions, or
enforceable parts thereof, shall not be affected thereby unless as a result of
such severing the remaining provisions or enforceable parts do not substantially
reflect the intention of the parties in entering into this Agreement.
(h) Successors and Assigns. The rights and obligations of the parties
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under this Agreement shall inure to the benefit of and be binding upon their
successors, heirs and
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assigns, including the survivor upon any merger, consolidation or combination of
the Company with any other entity.
(i) Entire Agreement. This Agreement supersedes all prior
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agreements and understandings between the parties hereto, oral or written, and
may not be modified or terminated orally. No modification, termination or
attempted waiver shall be valid unless in writing, signed by the party against
whom such modification, termination or waiver is sought to be enforced.
(j) Survival. The provisions of Paragraphs 8, 9, 10, 11, 12, 13,
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and 14 of this Agreement shall survive the Term, it being understood that the
foregoing shall not limit Executive's rights with respect to amounts due to him
an unpaid at the expiration of the Term.
(k) Confidential and Publicity. This Agreement shall remain
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confidential and the terms shall not be divulged to any person (other than
Executive's professional advisors and family) except to the extent required by
law or legal process. Any press release or announcement of or relating to this
Agreement and the timing of any such announcement shall only be made with the
agreement of Executive and the Company.
(l) Attorneys. Each party may be represented by counsel of its
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choice even though such counsel may have represented the other party in matters
related to the
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business of the Company, and each party agrees to execute an appropriate waiver
to effectuate this clause.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
METRO-XXXXXXX-XXXXX INC.
By: [SIGNATURE ILLEGIBLE]
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Its: Vice Chairman
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/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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JOB DESCRIPTION
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A. Serve as one of the Company's principal representatives along with the
Chief Executive Officer ("CEO") and the Vice Chairman ("VC") with
responsibilities for matters affecting the Company's business, activities,
relationships and disputes with key constituencies and outside parties. The
foregoing includes, but is not limited to, serving as:
1. Principal liaison and spokesperson and participation in formulating
Company policy regarding all domestic and foreign governmental units
and their agencies and activities.
2. Corporate Secretary with responsibility for organizing, attending and
documenting meetings of the Board of Directors and maintaining the
minute books and official corporate records of the Company.
3. Principal spokesperson and participation in formulating Company policy
in connection with (i) its joint ventures (e.g., UIP including service
on Partners Committee) and (ii) trade association activities (e.g.,
MPAA/MPA) and including all political activities, fundraising and
managing and coordinating the activities of all operating units with
such organizations.
4. Principal executive responsible for all labor and employment matters,
including AMPTP activities, and managing and coordinating the
Company's labor and employment issues and disputes including (without
limitation) (i) claims and proceedings regarding wrongful discharge,
employment discrimination and other employment-related claims and (ii)
contractual matters related to employment and termination agreements.
Such additional responsibilities consistent with the foregoing as may
be assigned by the CEO or VC.
B. Responsible for the management of the following corporate functions:
1. Corporate-Secretary
2. Risk Management
3. Labor Relations
4. Corporate Administration (including, but not limited to, Human
Resources) or, at the Company's election, Human Resources alone, to
the extent such function or functions are not included within the
initial responsibilities of a new Chief Financial Officer.
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