Exhibit 10.12
GAMETECH INTERNATIONAL, INC.
AMENDED
EMPLOYMENT
AGREEMENT
This AMENDED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
at Tempe, Arizona on this 1st day of September, 1997 by and between GameTech
International Inc., a Delaware corporation ("GTI" or the "Company"), and
XXXXXXXX X. XXXXXXX ("Executive").
Whereas:
a. The Company and Executive have entered into that previous Executive
Employment Agreement dated August 14, 1997 whereby Executive was
employed as the CHIEF FINANCIAL OFFICER of the Company.
b. The Company and Executive desire to amend the Executive Employment
Agreement, and;
c. The Company and Executive wish pursuant to this Agreement to set
forth their full and complete understandings in respect to the
above-mentioned relationship, replacing any and all previous
understandings and agreements.
NOW, THEREFORE, in consideration of the provisions hereinafter
described, Company and Executive agree as follows:
1. DUTIES OF EXECUTIVE
During the term of this Agreement, Executive shall be employed by the
Company as its VICE PRESIDENT - FINANCE and in that capacity shall perform all
functions and duties consistent with such position on behalf of the Company in
an efficient, trustworthy and professional manner, as reasonably required by
the Board of Directors of the Company or the Board of Directors governing any
successor entity to the Company (the "Board").
Executive agrees to devote substantially all of his working time and
energy to the performance of his duties under this Agreement so long as his
employment under this Agreement is continued by the Company.
Notwithstanding the above, Executive shall be entitled to reasonable
absences for administrative meetings and to pursue other outside activities.
Executive also shall be permitted to serve as a member of the Board of
Directors of other organizations, subject to approval by the Board, on a case
by case basis. Such approval shall be granted if it can be reasonably
demonstrated that such service does not involve a competitor of the Company or
its Enterprises and does not materially interfere with effective performance of
Executive's duties under this Agreement.
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2. TERM OF AGREEMENT
Unless terminated sooner in accordance with the provisions of this
Agreement, the Company shall employ Executive and Executive accepts such
employment under the conditions set forth herein for a ONE (1) year term (the
"Term") beginning on the effective date of this Agreement and ending upon the
close of business on AUGUST 31, 1998. Notwithstanding the foregoing, if this
Agreement is not terminated in accordance with the provisions herein on or
before the expiration of its initial Term, such Term shall continue, and the
Agreement shall continue in force for successive ONE (1) year periods unless,
at least NINETY (90) days prior to the expiration of the initial Term of the
Agreement, or NINETY (90) days prior to the expiration of any subsequent
ONE (1) year Term, either Executive or the Company gives the other party written
notice of its intent to terminate the Agreement at the end of such Term.
3. DEFINITIONS
For purposes of this Agreement, the following terms shall have the
meanings set forth in this Paragraph 3:
a. "ANNUAL BASE SALARY" or "BASE SALARY" shall mean the annual base
salary rate in effect for Executive from time to time during the
Term of this Agreement in accordance with the provisions of
Paragraph 4.a. of this Agreement.
b. "ANNUAL BONUS" or "BONUS" shall mean a cash payment available
annually (or as otherwise provided for in this document) to
Executive in addition to Base Salary as determined in accordance
with Paragraph 4.b. of this Agreement.
c. "CAUSE" shall mean (i) Executive's conviction for any felony
involving moral turpitude; or (ii) any conduct by Executive which
is materially injurious to the Company or its Enterprises. (Such
cause for conduct shall exist if Executive is guilty of dishonesty,
gross neglect of duty hereunder, or other act or omission which
impairs Company's ability to conduct its ordinary business in its
usual manner.) Such cause will be determined upon a meeting of the
Company's Board of Directors.
d. "CHANGE OF CONTROL" shall mean any of the following events: (i) the
Company consolidates with, or merges with or into, another entity
or sells, assigns, conveys, transfers, leases or otherwise disposes
of all or substantially all of the Company's assets to any entity,
or any entity consolidates with, or merges with or into, the Company
and the Company is not the surviving Corporation; (ii) the
liquidation or dissolution of the Company; (iii) during any
consecutive two year period, individuals who at the beginning of
such period constituted the Board (together with any new directors
whose election by such Board or whose nomination for election by
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the stockholders of the Company was approved by a vote of the
majority of the directors then still in office who were either
directors at the beginning of such period or whose election or
nomination was previously so approved) cease for any reason to
constitute a majority of the Board then in office; or (iv) any
person or group (as such terms are defined in Section 13(d) and
14(d) under the Securities Exchange Act of 1934 (the "Exchange
Act")) is or becomes the beneficial owner (as defined in Rules
13(d)-3 and 13(d)-5 under the Exchange Act, except that a person
will be deemed to have beneficial ownership of all securities that
such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time) directly
or indirectly of more than 30% of the total voting power entitled
to vote in the election of the Board; PROVIDED, however, that such
person or group shall not include any person or group that is the
beneficial owner of more than 5% of the total voting power as of
the date of this Agreement.
e. "COMPENSATION COMMITTEE" means the Compensation Committee of the
Board of Directors.
f. "CONSTRUCTIVE TERMINATION" shall mean Executive's voluntary
Termination of Service within twelve (12) months following a Change
of Control or within ninety (90) days following the occurrence of
one or more of the following events, except if such event is
approved in writing by Executive prior to its occurrence:
(i) A failure by the Company to abide by any part of this
Agreement that is not remedied within thirty (30) business
days after receiving written notification by Executive of such
failure;
(ii) A material reduction in Executive's title or responsibilities.
(iii) Relocation of Executive's primary place of work to an area
other than the location of the Company's principal executive
offices.
g. "DISABILITY" shall be deemed to have occurred if Executive makes
application for or is otherwise eligible for disability benefits
under any Company-sponsored long-term disability program covering
Executive, and Executive qualifies for such benefits. In the
absence of a Company-sponsored long-term disability program covering
Executive, Executive shall be presumed to be totally and
permanently disabled if so determined by the Company's Board
following the Board's review of two independent medical opinions
satisfactory to the Board certifying that Executive will be
permanently unable to perform his normal duties as a result of a
physical or mental
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condition.
h. "ENTERPRISE" shall mean any joint venture, business pursuant to a
joint operating agreement, or other alliance or affiliated business
of the Company, including but not limited to The Satellite Bingo
Network, LLC.
i. "EXECUTIVE'S SPOUSE" shall mean Executive's spouse upon the
execution of this Agreement, except as otherwise designated herein.
(All spousal pension benefits under this Agreement shall be
non-transferable should Executive remarry.)
j. "FISCAL YEAR" shall mean the twelve-month period beginning
November 1, unless the Company, with the approval of the Internal
Revenue Service, shall establish a different fiscal year.
k. "LONG-TERM INCENTIVE PLAN" shall mean any stock option plan or any
other form of equity (real or phantom) or other long-term incentive
plan introduced by the Company.
l. "SERVICE" shall mean Executive's full-time or substantially
full-time employment with the Company, or any affiliated
organization, including any leave of absence approved by the Board.
m. "TERMINATION OF SERVICE" shall mean Executive's termination of
Service for any reason whatsoever, including death.
4. EXECUTIVE'S RIGHTS WHILE EMPLOYED BY THE COMPANY
a. BASE SALARY
Beginning on the effective date of this Agreement during the Term,
the minimum Annual Base Salary payable to Executive shall be
ONE-HUNDRED AND THIRTY THOUSAND DOLLARS ($130,000.00). Such Base
Salary shall be paid in equal bi-monthly installments on the
Company's normal payroll dates. Executive's Base Salary shall be
reviewed annually by the Compensation Committee if any, otherwise by
the Board, and may be increased but not decreased from time to time
based on prevailing market conditions, performance of the Executive
and other considerations.
b. ANNUAL BONUS
All fiscal year bonus amounts will be determined by and awarded in
the sole discretion of the Compensation Committee if any, otherwise
by the Board commensurate with Executive's performance and the
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overall performance of the Company, or pursuant to a plan which may
be adopted by the Company making payment of bonuses contingent upon
achievement of goals and objectives set by the Board for the fiscal
period.
c. LONG-TERM INCENTIVES
Executive shall participate in any Long-Term Incentive Plan that
may be designed specifically for Executive or provided to other
executives of the Company during the Term. (Grants to Executive
under such Long-Term Incentive Plan shall be no less favorable to
Executive in amount and other key design features, including
vesting restrictions, with any other plans provided to any other
executive at the Company.)
d. FRINGE BENEFITS AND OTHER
The Company shall provide Executive with the following:
(i) Such benefits and perquisites, including but not limited to
disability income, deferred compensation or any form of
savings or retirement plan, and an automobile allowance as
may from time to time be provided to other executives of the
Company. Such benefits and perquisites shall exclude fees paid
for Board or Board Committee service, which are hereby
included in Executive's Base Salary. Benefits and perquisites
shall be provided at the same proportional cost to Executive
as that paid by other executives of the Company who
participate in such programs;
(ii) Reasonable vacation each year during the Term not less than
THIRTY (30) days. Executive is allowed to accrue a maximum of
SIXTY (60) full days of unused vacation/sick leave time. Said
vacation shall not reduce Executive's compensation under this
Agreement;
(iii) Payment of premiums on professional liability insurance for
Executive;
(iv) Payment of dues for such professional societies and
associations of which Executive is a member that benefit the
Company;
(v) Nothing in this Agreement shall be construed as limiting or
restricting any benefit to executive under any pension,
profit-sharing or similar retirement plan, or under any group
life or group health or accident or other plan of the Company,
for the benefit of its employees generally or a group of them,
now or hereafter in existence.
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(vi) It shall be at the Board's discretion to grant any other
fringe benefits to Executive.
5. EXECUTIVE'S RIGHTS UPON TERMINATION OF SERVICE
a. FOR REASON OF VOLUNTARY RESIGNATION CONSTITUTING CONSTRUCTIVE
TERMINATION OR TERMINATION BY THE COMPANY WITHOUT CAUSE
In the event of Executive's Termination of Service for reason of (i)
voluntary resignation by Executive constituting Constructive
Termination, (ii) Executive's Termination of Service by the Company
without Cause or (iii) Executive's Termination of Service for any
reason except those specifically described in paragraphs 5.b through
5.f herein, Executive (or if Executive dies while while benefits
remain due under this Agreement, Executive's beneficiaries as
designated in accordance with the provisions of Paragraph 9 herein)
shall be entitled to receive the following upon such Termination of
Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned by
Executive pursuant to any plan (if necessary, the Company may pay
such Bonus when all bonuses for that Fiscal Year are calculated
and paid) through the date of Executive's Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company Long-Term
Incentive Plan; and
(iii) Payment of a lump sum amount equal to ONE (1) year of
Executive's Base Salary.
In the event of a Change of Control, Executive shall be also be
entitled to the protections outlined in Paragraph 7 herein.
b. FOR REASONS OF EXPIRATION OF THE TERM OF THIS AGREEMENT
In the event of Executive's Termination of Service for reason of
expiration of the Term of this Agreement pursuant to Paragraph 2
thereof, Executive (or if Executive dies while benefits remain due
under this Agreement, Executive's beneficiaries as designated in
accordance with the provisions of Paragraph 9 thereof) shall be
entitled to receive the following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned
by Executive
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pursuant to any plan (if necessary, the Company may pay such Bonus
when all bonuses for that Fiscal Year are calculated and paid)
through the date of Executive's Termination of Service;
(ii) Immediate vesting of any stock options or other rights previously
provided to Executive under any Company Long-Term Incentive Plan;
(iii) Payment of any Disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement.
(iv) Payment of a lump sum amount equal to ONE (1) year of
Executive's Annual Base Salary
c. FOR REASON OF DISABILITY
In the Event of Executive's Termination of Service for reason of
Disability, Executive (or if Executive dies while benefits remain
due under this Agreement, Executive's beneficiaries as designated in
accordance with the provisions of Paragraph 9 hereof) shall be
entitled to receive the following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned by
Executive pursuant to any plan (if necessary, the Company may pay
such Bonus when all bonuses for that Fiscal Year are calculated
and paid) through the date of Executive's Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company Long-Term
Incentive Plan;
(iii) Payment of any Disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement;
(iv) Payment of a lump sum amount equal to the remaining Term of
Executive's Base Salary.
d. FOR REASON OF DEATH
In the Event of Executive's Termination of Service for Reason of
Death, Executive's beneficiaries as designated in accordance with
the provisions of
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Paragraph 9 hereof shall be entitled to receive the following upon
such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned
by executive pursuant to any plan (if necessary, the Company
may pay such Bonus when all bonuses for that Fiscal Year are
calculated and paid) through the date of Executive's
Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company Long-Term
Incentive Plan;
(iii) Payment of any other benefits provided by the Company in
accordance with the terms and conditions of such benefits and
this Agreement.
(iv) Payment of a lump sum amount equal to the remaining Term of
executive's Base Salary. (Payment to be made to Executive's
Estate.)
e. FOR REASON OF VOLUNTARY RESIGNATION NOT CONSTITUTING CONSTRUCTIVE
TERMINATION
In the event of Executive's Termination of Service for reason of
voluntary resignation by Executive not constituting Constructive
Termination, Executive shall be entitled to receive the following
upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned
by executive pursuant to any plan (if necessary, the Company
may pay such Bonus when all bonuses for that Fiscal Year are
calculated and paid) through the date of Executive's
Termination of Service;
(ii) Performance of Company obligations with respect to Executive's
exercise of any stock options or other rights previously
granted to Executive under any Company Long-Term Incentive Plan
provided such options or other rights have vested as of the
date of the termination of Executive's service in accordance
with any agreement between the Company and Executive covering
such options or other rights;
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(iii) Payment of any Disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement.
f. FOR REASON OF CAUSE
In the Event of Executive's Termination of Service for reason of
Cause, the Company's obligations to Executive shall be limited to:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary;
(ii) Performance of Company obligations with respect to Executive's
exercise of any stock options or other rights previously
granted to Executive under any Company Long-Term Incentive Plan
provided such options or other rights have vested as of the
date of the termination of executive's service in accordance
with any agreement between the Company and Executive covering
such options or other rights.
6. MITIGATION AND OFFSET REQUIREMENTS
Executive shall not be required to mitigate the amount of any benefit
provided for in this Agreement by actively seeking alternative
employment during the period in which such benefits are paid. In
addition, except as provided for in Paragraph 8 hereof, Executive shall
not be required to offset any such benefits provided for in this
Agreement by amounts earned as a result of Executive's employment or
self-employment during the period in which Executive is entitled to
receive such benefits.
7. ADDITIONAL RIGHTS UPON A CHANGE OF CONTROL
In addition to executive's rights to effect a Constructive Termination
of Service within TWELVE (12) months upon a Change of Control, the Term
of this Agreement shall be automatically extended through the close of
business TWELVE (12) months following the effective date of any Change
of Control.
8. BREACH OF CONFIDENTIALITY OR ENTERING INTO A DIRECT COMPETITION
a. DURING THE AGREEMENT PERIOD
During the agreement period in which this Agreement remains in force
and while Executive is entitled to receive any benefits under this
Agreement, Executive shall not, without prior written consent of the
Board or pursuant to and consistent with the order of any court,
legislative body or regulatory agency, (a) engage directly or
indirectly (including by way of example only, as a principal, partner,
venturer, employee or agent) nor have any direct or indirect interest,
in any business which competes with
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the Company or its Enterprises in any material way, (b) disclose to
any third party, either directly or indirectly, any non-public
information regarding the Company's or its Enterprises' business,
customers, financial condition, strategies or operations the
disclosure of which could possibly harm the Company or its Enterprises
in any material way. Clause (a) above shall not apply to any
investment by Executive in the stock of a publicly-traded corporation,
provided such investment constitutes less than five percent (5%) of
such corporation's voting shares.
In the event that, Executive violates clauses (a) or (b) above,
Executive's rights to any benefits under this Agreement shall
immediately terminate.
b. UPON TERMINATION OF AGREEMENT
It is understood and agreed that the nature of the methods employed in
Company's business are such that Executive will be placed in a close
business and personal relationship with the customers of Company.
Thus, for a period of ONE (1) year immediately following the
termination of Executive's employment (or retirement by Executive),
for any reason whatsoever, so long as Company continues to carry on
the same or similar business, said Executive shall not, for any reason
whatsoever, directly or indirectly, for him or on behalf of, or in
conjunction with, any other person, persons, company, partnership,
corporation or business entity:
(i) call upon, divert, influence or solicit or attempt to call upon,
divert, influence or solicit any customer or customers of
Company;
(ii) divulge the names and addresses or any information concerning any
customer of Company;
(iii) own, manage, operate, control, be employed by, participate in or
be connected in any manner with the ownership, management,
operation or control of the same, similar, or related line of
business as that carried on by Company within a radius of
TWENTY-FIVE (25) miles from any then existing or proposed office
of Company; and
(iv) make any public statement or announcement, or permit anyone else
to make any public statement or announcement that Executive was
formerly employed by or connected with Company.
The covenants set forth herein shall not include any period(s) of violation
of any covenant or any period(s) of time required for litigation to enforce
any covenant. If the provisions set forth are determined to be too broad
to be enforceable at law, then the area and/or length of time shall be
reduced to such area and time and that shall be enforceable.
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9. DESIGNATION OF BENEFICIARIES
Executive shall have the right at any time to designate any person(s)
or trust(s) as beneficiaries to whom any benefits payable under this Agreement
shall be made in the event of Executive's death prior to the distribution of all
benefits due Executive under this Agreement. Each beneficiary designation shall
be effective only when filed in writing with the Company during Executive's
lifetime. If Executive designates more than one beneficiary, distributions of
cash payments shall be made in equal proportions to each beneficiary unless
otherwise provided for in Executive's beneficiary designation.
The filing of a new beneficiary designation shall cancel all
designations previously filed. Any finalized marriage or divorce (other than
common law marriage) of Executive subsequent to the date of filing a beneficiary
designation shall revoke such designation unless (a) in the case of divorce, the
previous spouse was not designated as beneficiary, and (b) in the case of
marriage, Executive's new spouse had previously been designated as beneficiary.
Executive's Spouse shall join in any designation of a beneficiary other than
Executive's Spouse.
If Executive fails to designate a beneficiary as provided for above,
or if the beneficiary designation is revoked by marriage, divorce or otherwise
without execution of a new designation, or if the beneficiary designated by
Executive dies prior to distribution of the benefits due Executive under this
Agreement, the Board of Directors of the Company shall direct the distribution
of any benefits due under this Agreement to Executive's estate.
10. SUCCESSORS
Except as provided for in Paragraph 9 above, the rights and duties of
a party hereunder shall not be assignable by that party PROVIDED, HOWEVER, that
this Agreement shall be binding upon and shall inure to the benefit of any
successor of the Company, and any such successor shall be deemed substituted for
the Company under the terms of this Agreement. The term successor as used
herein shall include any person, firm, corporation or other business entity
which at any time, by merger, purchase or otherwise, acquires substantially all
of the assets or business of the Company.
11. ATTORNEYS' FEES
a. SUBSEQUENT TO ANY CHANGE OF CONTROL
Subsequent to any Change of Control, in any action at law or in equity
brought by either party hereto to enforce any of the provisions or
rights under this Agreement, the Company, in addition to bearing its
own expenses, shall pay to Executive all costs, expenses and
reasonable attorneys' fees incurred therein by Executive (including
without limitation such costs, expenses and fees on any appeals), and
if Executive shall recover judgment in any such action or proceeding,
such costs, expenses and attorneys' fees shall be included as part of
such judgment.
b. PRIOR TO ANY CHANGE OF CONTROL
Prior to any Change of Control, in any action at law or in equity to
enforce any of the
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provisions or rights under this Agreement, the unsuccessful party to
such litigation, as determined by the Court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses
and reasonable attorneys' fees incurred therein by such party or
parties (including without limitation such costs, expenses and fees on
any appeals), and if such successful party or parties shall recover
judgment in such action or proceeding, such costs, expenses and
attorneys' fees shall be included as part of such judgment.
Notwithstanding the foregoing provisions, in no event prior to a
Change of Control shall the successful party or parties be entitled to
recover an amount from the unsuccessful party or parties for costs, expenses
and attorneys' fees that exceeds the costs, expenses and attorneys' fees
incurred by the unsuccessful party in connection with the action or
proceeding.
12. ARBITRATION
Company and Executive agree with each other that any claim of
Executive arising out of or relating to this Agreement or the breach of this
Agreement or Executive's employment by Company, including, without
limitation, any claim for compensation due, wrongful termination and any
claim alleging discrimination or harassment in any form shall be resolved by
binding arbitration, except for claims in which injunctive relief is sought
and obtained. The arbitration shall be administered by the American
Arbitration Association under its Commercial Arbitration Rules at the
American Arbitration Association Office nearest Executive's place of
employment. The award entered by the arbitrator shall be final and binding
in all respects and judgment thereon may be entered in any Court having
jurisdiction.
13. ENTIRE AGREEMENT
With respect to the matters specified herein, this Agreement
contains the entire agreement between the Company and Executive and
supersedes all prior written agreements, understandings and commitments
between the Company and Executive. No amendments to this Agreement may be
made except through a written document signed by the Executive and approved
in writing by the Company's Board.
14. VALIDITY
In the event that any provision of this Agreement is held to be
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Agreement.
15. PARAGRAPHS AND OTHER HEADINGS
Paragraphs and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretations of this Agreement.
16. NOTICE
Any notice or demand required or permitted to be given under this
Agreement shall be made in writing and shall be deemed effective upon the
personal delivery thereof if delivered or, if
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mailed, forty-eight (48) hours after having been deposited in the United States
mail, postage prepaid, and addressed, in the case of the Company, to the
attention of the Board of Directors at the Company's then principal place of
business, presently 0000 Xxxx 0xx Xxxxxx, Xxxxx, Xxxxxxx 00000 and, in the case
of Executive, to X.X. Xxx #0000, Xxxxxx Xxxx, Xxxxxx 00000. Either party may
change the address to which such notices are to be addressed to it by giving the
other party notice in the manner herein set forth.
17. RIGHT OF EMPLOYMENT
Nothing stated or implied by this Agreement shall prevent the
Company from terminating the Service of Executive at any time nor prevent
Executive from voluntarily terminating Service at any time.
18. WITHHOLDING TAXES AND OTHER DEDUCTIONS
To the extent required by law, the Company shall withhold from any
payments due Executive under this Agreement any applicable federal, state or
local taxes and such other deductions as are prescribed by law or Company
policy.
19. APPLICABLE LAW
To the full extent controllable by stipulation of the Company and
Executive, this Amendment shall be interpreted and enforced under Arizona law.
IN WITNESS WHEROF, the Company has caused this Agreement to be
executed by its duly authorized representative(s) and Executive has affixed
his signature as of the date first written above.
EXECUTIVE COMPANY
/s/ Xxxxxxxx X. Xxxxxxx
----------------------- GAMETECH INTERNATIONAL, INC.
XXXXXXXX X. XXXXXXX
BY: /s/ Xxxxxxx X. Xxxxx
------------------------
NAME: Xxxxxxx X. Xxxxx
----------------------
TITLE: Chairman & CEO
---------------------
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