SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT (the "Agreement") is made as of September
17, 1997 (the "Effective Date") by and between COMSAT Corporation
("COMSAT"), a District of Columbia corporation, and Xxxxx X. Xxxxxxxx, a
resident of the Commonwealth of Virginia ("Xxxxxxxx").
WHEREAS, COMSAT and Xxxxxxxx entered into a letter agreement dated
July 19, 1996 (the "Separation Agreement") providing for (i) Xxxxxxxx'x
resignation as President and Chief Executive Officer of COMSAT on that date
and (ii) his continued employment with COMSAT until January 31, 1998,
subject to the terms and conditions set forth in the Separation Agreement.
WHEREAS, COMSAT (i) filed a lawsuit against Xxxxxxxx and certain other
individuals in the United States District Court for the Eastern District of
Virginia on April 23, 1997 (the "Litigation") alleging, among other things,
that Xxxxxxxx breached the Separation Agreement, and (ii) terminated the
Separation Agreement on April 29, 1997.
WHEREAS, Xxxxxxxx has denied and continues to deny each and every
allegation made by COMSAT in the Litigation and maintains that COMSAT
improperly terminated the Separation Agreement.
WHEREAS, COMSAT dismissed the Litigation as to Xxxxxxxx on June 10,
1997 without prejudice to file another lawsuit against Xxxxxxxx involving
the claims made in the Litigation.
WHEREAS, COMSAT and Xxxxxxxx have determined that their interests
would best be served by (i) avoiding the substantial expense and disruption
of further litigation involving the claims made in the Litigation, the
termination of the Separation Agreement and any other matters relating to
Xxxxxxxx'x employment with COMSAT or termination of employment with COMSAT,
(ii) providing for certain benefits to Xxxxxxxx after the termination of
the Separation Agreement and his employment with COMSAT and (iii) the
benefit of other agreements, covenants, rights and benefits as provided
herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and representations set forth herein, and intending to be
legally bound hereby, COMSAT and Xxxxxxxx agree as follows:
1. TERMINATION OF SEPARATION AGREEMENT AND EMPLOYMENT. The parties
hereto agree that the Separation Agreement and Xxxxxxxx'x employment with
COMSAT are terminated effective April 29, 1997 (the "Termination Date").
Except as provided below in this Agreement, as of the Termination Date (a)
Xxxxxxxx for all purposes shall be treated as a terminated COMSAT employee,
(b) the rights and obligations of each party under the Separation Agreement
are terminated and (c) all benefits provided to -- Xxxxxxxx under the
Separation Agreement or by virtue of his employment with COMSAT are
terminated.
2. SERP.
(a) Xxxxxxxx shall be entitled to begin receiving retirement
benefits under the COMSAT Insurance and Retirement Plan for Executives (the
"SERP" or "Plan") on April 1, 1999 (the "Retirement Date"). The retirement
benefit shall be computed based on Xxxxxxxx'x termination of employment on
the Termination Date and shall be reduced by (i) the early retirement
factor in Section 5.2(b) of the Plan, and (ii) the termination of
employment factor in Section 7.1 of the Plan. The computation of such
retirement benefit is shown on Exhibit A, which is attached to and
incorporated by reference into this Agreement. In accordance with Exhibit
A, the annual SERP retirement benefit Xxxxxxxx shall receive beginning on
the Retirement Date shall be $226,223.65 plus an annual early retirement
supplement of $17,592.00 payable until Xxxxxxxx reaches age 66. The lump
sum payments which Xxxxxxxx elected to receive on January 1, 2000 and
January 1, 2001 pursuant to Sections 9.3 and 9.4 of the Plan, respectively,
shall be paid to him in accordance with his elections unless he revokes
these elections prior to the specified payment dates. As a condition to
receiving SERP retirement benefits beginning on the Retirement Date,
Xxxxxxxx agrees to elect early retirement under the COMSAT Retirement Plan
on the same date.
(b) If Xxxxxxxx dies during the period from the Termination Date
to the Retirement Date (the "Transition Period"), (i) his spouse shall
receive the annual death benefit provided in Section 10.1(a) of the Plan,
and (ii) his beneficiary designated under the Plan shall receive the lump
sum death benefit provided in Section 10.1(b) of the Plan. If Xxxxxxxx
becomes disabled during the Transition Period, COMSAT shall recommend to
the COMSAT Board of Directors (the "Board") that the Board approve the
commencement of his SERP retirement benefits on the first day of the month
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after he becomes disabled. The Board shall have the sole discretion to
approve the commencement of Xxxxxxxx'x retirement benefits prior to the
Retirement Date if he becomes disabled during the Transition Period. For
this purpose, Xxxxxxxx shall be deemed "disabled" if he incurs a total
disability as defined in COMSAT's Long-Term Disability Plan.
(c) COMSAT hereby agrees to waive the non-compete clause in
Section 11.2 of the Plan which otherwise would apply during the two-year
period following the Termination Date.
3. STOCK OPTIONS. The COMSAT stock options listed on Exhibit B,
which is attached to and incorporated by reference into this Agreement, (i)
shall continue to vest after the Termination Date in accordance with their
original terms as if Xxxxxxxx'x employment had not terminated on the
Termination Date and shall vest on the dates indicated on Exhibit B, and
(ii) shall terminate on the dates such options would have expired if his
employment had not terminated, which dates are indicated on Exhibit B.
4. SPLIT DOLLAR INSURANCE. Xxxxxxxx'x rights under the COMSAT Split
Dollar Plan for Executives after the Termination Date shall be governed by
the terms and conditions of the Split Dollar Agreement between COMSAT and
Xxxxxxxx dated February 12, 1992 (the "Split Dollar Agreement").
Accordingly, Xxxxxxxx shall have the option for sixty (60) days after the
Effective Date to obtain the release of the assignment encumbering the life
insurance policies covered by the Split Dollar Agreement by reimbursing
COMSAT for the total amount of the premium payments made by COMSAT under
the Split Dollar Agreement, less any indebtedness secured by the life
insurance policies which was incurred by COMSAT and which remains
outstanding as of the Termination Date, including any interest due on such
indebtedness. If Xxxxxxxx does not elect such option, he shall transfer his
interest in the policies to COMSAT.
5. MEDICAL AND DENTAL INSURANCE. After the Termination Date, COMSAT
shall pay the costs of medical and dental insurance coverage for Xxxxxxxx
and his family under COBRA (currently $682.00 per month) during the COBRA
continuation period of 18 months, up to a maximum of $8,500 per year, until
Xxxxxxxx becomes employed with another employer or becomes substantially
engaged in self-employment ("Other Employment"). Within ten (10) business
days of the Effective Date, COMSAT shall reimburse Xxxxxxxx $4,092.00 for
the costs of COBRA continuation coverage for May through October 1997 which
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Xxxxxxxx has already paid out-of-pocket. If Xxxxxxxx has not become engaged
in Other Employment by the end of the 18-month COBRA continuation period or
should Xxxxxxxx elect to obtain insurance outside of COBRA, COMSAT shall
reimburse Xxxxxxxx on a quarterly basis up to $2,125 (maximum of $8,500 per
year) for medical and dental insurance coverage for Xxxxxxxx and his family
until such time that Xxxxxxxx xxx become engaged in Other Employment upon
receipt of the insurance carrier's invoice for such coverage from Xxxxxxxx,
which shall be provided to COMSAT annually, or whenever Xxxxxxxx changes
carriers, and which shall be treated as strictly confidential by COMSAT and
used solely for purposes of confirming Xxxxxxxx'x entitlement under this
Section 5. Xxxxxxxx shall provide notice to COMSAT immediately upon
becoming engaged in Other Employment. For purposes of this Section 5, any
outside director positions held by Xxxxxxxx shall not constitute Other
Employment.
6. EDUCATIONAL GRANT PROGRAM. The COMSAT Foundation shall donate the
deferred gift amount payable under the COMSAT Educational Grant Program to
Xxxxxxxx'x designated beneficiary, the University of Rochester, following
the death of Xxxxxxxx or his spouse, whichever occurs last.
7. EXPENSES. COMSAT hereby agrees to reimburse Xxxxxxxx for the
reasonable, documented legal fees and costs incurred by him, and for which
he is personally responsible, in connection with the Litigation in an
aggregate amount not to exceed $75,000 within ten (10) business days of
receipt of a detailed and itemized law firm invoice for the same from
Xxxxxxxx which shall be provided to COMSAT after the Effective Date.
8. RELEASE AND COVENANT NOT TO XXX.
(a) In consideration of the other party's agreement to enter into
this Agreement, each party to this Agreement, on behalf of such party and
its affiliates, subsidiaries, predecessors, successors, assigns,
shareholders, directors, officers, employees, administrators, heirs,
executors, fiduciaries and agents, in their individual and representative
capacities (as applicable in each party's case, such party's "Affiliates"),
agrees to release, discharge and covenant not to xxx the other party and
its Affiliates with respect to all claims, charges, causes of action,
liabilities, debts and demands, of any kind or nature, which such party
had, has or may have against the other party and its Affiliates up to the
Effective Date (collectively, the "Waived Claims"), including, without
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limitation, (i) any claims relating to the Litigation or the subject matter
of the Litigation; (ii) any claims relating to breach or termination of the
Separation Agreement; (iii) any claims relating to Xxxxxxxx'x employment
with COMSAT; (iv) any claims relating to the termination of Xxxxxxxx'x
employment, including but not limited to his agreement to terminate
employment effective on the Termination Date under the terms of this
Agreement; (v) any claims relating to the terms, conditions and benefits
associated with such employment or termination from employment; (vi) any
claims under any local, state or federal antidiscrimination law, including,
without limitation, Title VII of the Civil Rights Act of 1964, as amended,
the Age Discrimination in Employment Act, the Americans With Disabilities
Act, and the Employee Retirement Income Security Act of 1974, as amended;
(vii) any claims at common law, including, without limitation, claims for
breach of an express or implied contract, defamation, libel, slander or
wrongful discharge; or (viii) any other claims, statutory or otherwise.
(b) Xxxxxxxx agrees not to encourage, initiate or participate in
or assist in any way in any individual or class action lawsuit or
administrative, arbitral or other proceeding against COMSAT or its
Affiliates with respect to any Waived Claims in any forum on behalf of
himself or others, unless compelled to do so by legal process or court
order. Xxxxxxxx further agrees to waive any remedy or recovery in any
action which may be brought on his behalf by any governmental agency or
othe person with respect to any Waived Claims.
(c) The release contained in this Section 8 shall not operate to
waive any claim for benefits or any rights to which Xxxxxxxx is entitled
under this Agreement or the COMSAT Retirement Plan.
9. REPRESENTATIONS AND WARRANTIES.
(a) COMSAT hereby represents and warrants as follows:
(i) COMSAT has the corporate power and authority to execute,
deliver and carry out the terms and provisions of this Agreement, and has
taken all necessary action to authorize the execution, delivery and
performance of this Agreement.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by COMSAT and constitutes a valid and binding
agreement of COMSAT, enforceable in accordance with its terms.
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(b) Xxxxxxxx hereby represents and warrants as follows:
(i) He has the power and authority to execute, deliver and
carry out the terms and provisions of this Agreement.
(ii) This Agreement has been duly executed and delivered by
him, constitutes his valid and binding obligation, and is enforceable
against him in accordance with its terms.
10. NON-DISPARAGEMENT. Each party agrees not to disparage, slander,
defame, impugn or make any statement to third parties orally or in writing,
or take, or omit to take, any other actions that shall damage or harm the
other party or its reputation, including in the case of COMSAT any of its
subsidiaries or affiliates or its or their respective officers and
directors, PROVIDED that this Section 10 shall not apply to any testimony
either party gives under oath in connection with any lawsuit, investigation
or other proceeding. COMSAT agrees that it will not terminate this
Agreement for breach of this Section 10 without the prior review and
approval of the Chief Executive Officer of COMSAT and the Committee on
Compensation and Management Development of the Board.
11. WAIVER AND RELEASE ACKNOWLEDGMENT. Because of the nature of the
terms of this Agreement, and the general release and covenant not to xxx
contained herein, by agreeing to this Agreement Xxxxxxxx acknowledges that
he has been advised, in writing, by COMSAT to consult with an attorney
prior to executing this Agreement, that he has had an opportunity to do so
and that he understands the nature, terms and effects of this Agreement,
and the general release and covenant not to xxx. He further acknowledges
that COMSAT has not made any representations to him, or his agents or
successors and assigns, concerning this Agreement, or the general release
and covenant not to xxx, other than those contained herein. In addition, he
acknowledges that he has been informed that he has the right to consider
and review this Agreement for a period of at least twenty-one (21) days,
and that he has the right to revoke this Agreement for a period of seven
(7) days following its execution, and that this Agreement shall not become
effective or enforceable until such seven (7) day period has expired.
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12. CONFIDENTIALITY. This Agreement is strictly confidential. Each
party hereto agrees that, until such time as this Agreement becomes public
as a result of its required filing by COMSAT with the Securities and
Exchange Commission as an exhibit to COMSAT's third quarter 1997 report on
Form 10-Q, or except as agreed upon in writing by the other party, the
party shall not communicate, publish or disclose, in any manner, the terms,
nature or scope of this Agreement to any person except: (a) as may be
required by law; (b) to the party's attorneys, accountants, financial
advisors or tax consultants; (c) in the case of Xxxxxxxx, to prospective
employers, companies on whose board of directors Xxxxxxxx serves or is
seeking to serve, or members of his immediate family; or (d) in the case of
COMSAT, as may be required in the ordinary course of its business. In the
event that information described in this Agreement is disclosed as
permitted herein before this Agreement becomes public as a result of its
filing with COMSAT's third quarter 1997 Form 10-Q, the person(s) to whom
such disclosure is made shall be advised of this non-disclosure covenant
and be instructed that they are bound not to publish, disclose or otherwise
disseminate such information to the same extent that the party making such
disclosure is bound. Each party hereto agrees to limit any statements of
any kind or responses to inquiries, whether written or oral, regarding the
dispute between the parties and their future relationship to the following:
(x) the Litigation insofar as it relates or related to the dissident
shareholders of COMSAT has been resolved; (y) the contract dispute between
COMSAT and Xxxxxxxx has been resolved; and (z) Xxxxxxxx is free to pursue
and accept any and all business and employment opportunities that are
available or offered to him and is not subject to any continuing duty or
obligation to COMSAT restricting his ability or right to seek or accept any
such employment or business opportunities.
13. NO ADMISSIONS. Each party hereto agrees and acknowledges that this
Agreement, and the general release and covenant not to xxx contained
herein, shall not operate or be construed as an admission by the other
party of any violation of any local, state or federal statute or regulation
or of any duty at common law or otherwise owed to the first party, its
successors or assigns.
14. NO WAIVER. Any waiver by any party hereto of a breach of any
provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Agreement. The failure of a party hereto to insist upon
strict adherence to any term of this Agreement on one or more occasions
shall not be considered to be a waiver of that term or any other term of
this Agreement and shall not deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement.
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15. SUCCESSORS AND ASSIGNS. All the terms and provisions of this
Agreement shall inure to the benefit of and shall be enforceable by the
successors and assigns of the parties hereto.
16. SURVIVAL OF REPRESENTATIONS. All representations, warranties and
agreements made by the parties in this Agreement or pursuant hereto shall
survive the date hereof.
17. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
understanding of the parties hereto with respect to its subject matter.
There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings other than those expressly set forth
herein. This Agreement may be amended only by a written instrument duly
executed by the parties hereto or their respective successors or assigns.
18. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
19. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given if so given) by hand delivery, cable,
telecopy (confirmed in writing) or telex, or by mail (registered or
certified, postage prepaid, return receipt requested) to the respective
parties hereto as follows:
If to COMSAT:
COMSAT Corporation
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Vice President, Human Resources
and Organization Development
Telecopy: (000) 000-0000
with a copy to:
8
COMSAT Corporation
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Vice President, General
Counsel and Secretary
Telecopy: (000) 000-0000
If to Xxxxxxxx:
Xxxxx X. Xxxxxxxx
000 Xxxxx Xxxx
XxXxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
with a copy to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxx, Esq.
Telecopy: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.
20. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Maryland, without
giving effect to the conflict of laws principles thereof.
21. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original, but each of which together shall constitute
one and the same Agreement.
22. INDEMNIFICATION. With respect to any liability in his capacity as
an officer or director of COMSAT which arises out of any action or event
occurring on or before July 19, 1996, Xxxxxxxx shall be entitled to
indemnification, and to coverage under COMSAT's liability insurance policy
for directors and officers, to the same extent as other COMSAT directors
and officers for that period. Xxxxxxxx shall be entitled to indemnification
as a COMSAT employee from July 20, 1996 to the Termination Date to the
extent he is so entitled pursuant to COMSAT's Articles of Incorporation and
By-Laws or under applicable law, PROVIDED that the parties hereto agree and
acknowledge that this Agreement shall not operate or be construed in any
way (a) to limit the Board's discretion with respect to indemnification
under COMSAT's Articles of Incorporation and By-Laws or (b) as an admission
by COMSAT that Xxxxxxxx is entitled to any such indemnification under
applicable law.
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23. CONSENT TO JURISDICTION.
(a) Each of the parties hereto hereby irrevocably and
unconditionally submits to the nonexclusive jurisdiction of any Maryland
State court or Federal court sitting in the State of Maryland and any
appellate court from any court thereof, in any action or proceeding arising
out of or relating to this Agreement or for recognition or enforcement of
any judgment relating thereto, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of an
such action or proceeding may be heard and determined in such Maryland
State court or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment in any other manner provided by law.
(b) Each of the parties hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any Maryland State or Federal court. Each of
the parties hereto hereby irrevocably and unconditionally waives, to the
fullest extent permitted by law, the defense of any inconvenient forum to
th maintenance of such action or proceeding in any such court.
(c) Each of the parties hereto irrevocably consents to service of
process in the manner provided for notices in Section 19 hereof.
Notwithstanding the foregoing, each of the parties hereto shall have the
right to serve process in any other manner permitted by law.
24. SECURITY CLEARANCES. Xxxxxxxx agrees to be debriefed by COMSAT
regarding security clearances he held while employed at COMSAT and to
execute such forms as may be required by the federal government with
respect to such security clearances.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Agreement as of the day and year first
above written.
COMSAT Corporation
By: /S/ XXXX X. XXXXX
-------------------------------
Xxxx X. Xxxxx
Vice President, Human Resources
and Organization Development
/S/ X. X. XXXXXXXX
-------------------------------
Xxxxx X. Xxxxxxxx
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Page 1 of 3
Exhibit A to Settlement Agreement
dated as of September 17, 1997
COMSAT CORPORATION INSURANCE
AND RETIREMENT PLAN FOR EXECUTIVES 29-Oct-97
EMPLOYMENT
EMPLOYEE NAME SSN EE# DATE
XXXXX XXXXXXXX ###-##-#### 07404 09-02-80
BASE RETIREMENT
TERMINATION DATE RETIREMENT DATE EARNINGS TYPE
04-29-97 04/01/99 $425,000
EMPLOYEE
SPOUSE NAME SPOUSE BIRTHDATE BIRTHDATE
03-31-44
INCENTIVE DIV EQUIVS/ TOTAL
PERIOD COVERED BASE SALARY COMPENSATION RSUs COMPENSATION
1993 $351,346.19 $240,000.00 $109,011.95 $700,358.14
1994 $350,000.04 $400,000.00 $172,522.23 $922,522.27
1995 $350,000.04 $350,000.00 $103,082.30 $803,082.34
1996 $424,999.90 $160,000.00 $ 87,352.65 $672,352.55
TOTAL $3,098,315.30
DIVIDED BY: 4.0000 $774,578.83
HIGHEST AVERAGE ANNUAL EARNINGS
NORMAL RETIREMENT BENEFIT CALCULATION (AGE 62 AND OLDER)
HIGHEST AVERAGE
ANNUAL EARNINGS $774,578.83
MULTIPLIED BY: 70% $542,205.18
LESS: COMSAT QUAL RET $34,031.00*
SOCIAL SECURITY PIA ($17,592.00)
OTHER RET BENEFITS $0.00
GOVT/MIL PENSIONS $0.00
ANNUAL RETIREMENT BENEFIT: $490,582.18
70% FOR CHAIRMAN/CEO; 65% FOR PRESIDENT; AND 60% FOR ALL OTHERS
* Xxxxxxxx is entitled to this benefit, expressed as a single life
annuity, pursuant to the provisions of the COMSAT Retirement Plan.
Nothing in the prties' Settlement Agreement dated as of September 17,
1997 shall affect or limit Xxxxxxxx'x entitlement under the COMSAT
Retirement Plan.
Page 2 of 3
Exhibit A to Settlement Agreement
dated as of September 17, 1997
EARLY RETIREMENT REDUCTION CALCULATION AT AGE 55:
CALCULATION OF EARLY YR MO DA
RETIREMENT REDUCTION 62ND BIRTHDATE 2005 15 31
FACTOR: EARLY RET DATE 1999 4 1
PERIOD BETWEEN ERD
NUMBER OF WHOLE MONTHS: 83 AND AGE 62 6 11
MULTIPLIED BY .0025: 0.2075
NORMAL RETIREMENT BENEFIT: $490,582.18
MINUS REDUCTION: ($101,795.80)
ANNUAL EARLY RETIREMENT BENEFIT: $388,786.38
VESTING PERCENTAGE: 100%
VESTED EARLY RETIREMENT BENEFIT: $388,786.38
Page 3 of 3
Exhibit A to Settlement Agreement
dated as of September 17, 1997
TERMINATION REDUCTION:
CALCULATION OF NUMERATOR: YR MO DA
REDUCTION TERMINATION DATE 1996 16 29
FACTOR: DATE OF HIRE 1980 9 2
16 7
DENOMINATOR: YR MO DA
NORMAL RETIREMENT(AGE 65) 2008 15 1
DATE OF HIRE 1980 9 2
NUMERATOR: 199 28 6
DENOMINATOR: 342
NORMAL RETIREMENT BENEFIT: $388,786.38
MUTLIPLIED BY TERMINATION REDUCTION: $226,223.65
Exhibit B to Settlement Agreement
dated as of September 17, 1997
Optionee Statement as of 08/21/1997
COMSAT Corporation
Xxxxx X. Xxxxxxxx
000 Xxxxx Xxxx
XxXxxx, XX 00000
Options Options Option Date of Options
Grant Date Type Granted Outstanding Price Expiration Vested
---------- ---- ------- ----------- ------ ---------- -------
01/15/1993 Non Qualified 248,040 171,500 $20,4856 01/15/2008 171,500 (current)
01/21/1994 Non Qualified 248,040 248,040 $22,2746 01/21/2004 248,040 (current)
01/20/1995 Non Qualified 161,226 80,613 $15,5721 01/20/2005 0 (current)
80,613 on 01/20/1998
01/19/1996 Non Qualified 148,824 111,618 $14,5138 01/19/2006 0 (current)
37,206 on 01/19/1998
74,412 on 01/19/1999
======= ======= =======
806,130 611,771 419,540
