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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
June 15, 1998, by and between PACIFICARE HEALTH SYSTEMS, INC., a Delaware
corporation (the "Company"), with its principal place of business located at
0000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000 and Xxxxxx Xxxxxxx
("Executive"), residing at 0000 Xxxxxx Xxxx, X.X. Xxx 0000, Xxxxxxxx, Xxxxxxx
00000.
RECITALS
WHEREAS, the Company desires to employ Executive in the capacity of
Executive Vice President and Chief Financial Officer.
WHEREAS, the Company and Executive are entering into this Agreement to
establish the terms and conditions of the desired employment relationship.
NOW, THEREFORE, in consideration of the following covenants, conditions
and promises contained herein, and other good and valuable consideration, the
Company and Executive hereby agree as follows:
1. EMPLOYMENT
1.1 Executive's General Duties. The Company hereby employs Executive and
Executive hereby agrees to serve the Company in the capacity of Executive Vice
President and Chief Financial Officer of the Company, having such usual and
customary duties and authority as an officer of similar capacity in a
corporation of comparable size, holdings, and business as that of the Company.
Executive shall do and perform all services, acts, or things necessary
or advisable to manage and conduct the business of the Company and shall preside
over such other areas of corporate activity as specified from time to time by
the Board of Directors of the Company. During the term of this Agreement,
Executive shall perform such additional or different duties, and accept the
election or appointment to such other offices or positions as are mutually
agreed upon by Executive and the Company.
1.2 Devotion of Executive. During the term of this Agreement, Executive
shall devote his entire productive time, ability, and attention to the business
of the Company. Executive shall use his best efforts, skills, and abilities to
promote the general welfare and interests of the Company and to preserve,
maintain, and xxxxxx the Company's business and business relationships with all
persons and entities associated therewith, including, without limitation,
employer groups, medical service providers, shareholders, affiliates, officers,
employees, and banks and other financial institutions. The Company shall give
Executive a reasonable opportunity to perform his duties and shall neither
expect Executive to devote more time, nor assign more duties or functions to
Executive, than are customary and reasonable for an executive in Executive's
position.
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2. TERM AND TERMINATION
2.1 TERM. The term of Executive's employment under this Agreement shall
commence on June 15, 1998, and shall continue unless terminated as provided in
Section 2.2.
2.2 TERMINATION. This Agreement shall be terminated upon the occurrence
of any one of the following events:
a. The death of the Executive.
b. Executive becomes incapacitated or disabled, which incapacity
or disability prevents Executive from fully performing his duties to the
Company for a period in excess of 90 days and, after such 90-day period,
the Company and a physician, duly licensed and qualified in the
specialty of Executive's incapacity, decide in their reasonable
judgments, that such incapacity will be permanent or of such continued
duration as to prevent Executive from resuming the rendition of services
to the Company for at least an additional six-month period. For purposes
of this Agreement, Executive shall be deemed permanently disabled, and
this Agreement terminated upon the date Executive receives written
notice from the Company that such determination has been made.
c. Executive habitually neglects his duties to the Company or
engages in gross misconduct during the term of this Agreement. For the
purposes of this Agreement, "gross misconduct" shall mean Executive's
misappropriation of funds; securities fraud; xxxxxxx xxxxxxx;
unauthorized possession of corporate property; the sale, distribution,
possession or use of a controlled substance; or conviction of any
criminal offense (whether or not such criminal offense is committed in
connection with Executive's duties hereunder or in the course of his
employment with the Company). In such event, Executive's termination
shall be effective immediately upon receipt of written notice from the
Company.
d. Either party hereto may terminate this Agreement, with or
without cause, upon 90 days prior written notice to the other party.
Except for the circumstances described in Section 2.2(c) above,
Executive's termination shall be effective 90 days after receipt of such
written notice. Any termination of this Agreement in accordance with
this Section 2.2(d) shall not limit, restrict, or reduce, in any manner,
Executive's rights to the compensation and benefits available under
Section 3.2 and Section 4 below.
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2.3 EFFECT OF TERMINATION. No termination of this Agreement shall affect
or impair any rights or obligations of the parties respecting certain
compensation accruing prior thereto or continuing thereafter in accordance with
the terms set forth in Section 3.2 and Section 4.
3. COMPENSATION
3.1 COMPENSATION DURING THE TERM OF THIS AGREEMENT
a. As long as Executive satisfactorily performs all of his
obligations hereunder, the Company shall pay Executive an annual base
salary, as determined by the Compensation Committee of the Board of
Directors, payable in equal installments on the Company's regular
payroll dates. As of this date, Executive's annual base salary has been
set at $450,000. On an annual basis, the Company's compensation
committee shall review Executive's salary, but shall be under no
obligation to increase Executive's salary. Executive authorizes the
Company to take such deductions and withholdings from his salary as are
required by law, directed by Executive, or as reasonably directed by the
Company for its employees, which deductions shall include, without
limitation, withholding for federal and state income taxes and social
security.
b. Executive shall also receive a $125,000 sign-on bonus (the
"Sign-on Bonus"). If Executive voluntarily leaves the Company or
Executive is terminated pursuant to the provisions of 2.2(c) hereof
prior to June 15, 1999, Executive shall be required to repay an amount
equal to the Sign-on Bonus divided by a fraction the numerator of which
is the number of months remaining till June 15, 1999 and the denominator
is 12.
c. In addition, Executive shall receive a loan in the amount of
$125,000 which may be used only in connection with Executive's
relocation from Arizona to California (the "Loan"). Interest on the full
amount of the Loan will be determined based on the Internal Revenue
Service mandated rate. The entire principal amount of the Loan and any
accrued interest will be forgiven in its entirety if Executive remains
employed by the Company on or after June 14, 2003. If Executive
terminates employment with the Company prior to June 14, 2003, except as
otherwise provided herein, Executive will be responsible for repaying
the Loan or a portion thereof on the following basis:
1. If Executive's employment with the Company terminates
prior to one year from June 15, 1998, Executive will be required
to repay the full amount of the Loan plus accrued interest at the
applicable rate.
2. If Executive's employment with the Company terminates
at any time from one year from June 15, 1998 but prior to two
years from June 15, 1998, Executive will be required to repay
$100,000 of the Loan plus accrued interest at the applicable rate
on the amount to be repaid and $25,000 of the Loan plus the
accrued interest on this portion of the Loan will be forgiven by
the Company.
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3. If Executive's employment with the Company terminates
at any time from two years from June 15, 1998 but prior to three
years from June 15, 1998, Executive will be required to repay
$75,000 of the Loan plus accrued interest at the applicable rate
on the amount to be repaid and $50,000 of the Loan plus the
accrued interest on this portion of the Loan will be forgiven by
the Company.
4. If Executive's employment with the Company terminates
at any time from three years from June 15, 1998 but prior to four
years from June 15, 1998, Executive will be required to repay
$50,000 of the Loan plus accrued interest at the applicable rate
on the amount to be repaid and $75,000 of the Loan plus the
accrued interest on this portion of the Loan will be forgiven by
the Company.
5. If Executive's employment with the Company terminates
at any time from four years from June 15, 1998 but prior to five
years from the June 15, 1998, Executive will be required to repay
$25,000 of the Loan plus accrued interest at the applicable rate
on the amount to be repaid and $100,000 of the Loan plus the
accrued interest on this portion of the Loan will be forgiven by
the Company.
6. If Executive terminates employment with the Company at
any time after June 15, 2003, Executive shall not have to repay
any portion of the Loan or any accrued interest.
7. Executive will be responsible for any taxation incurred
by him resulting from forgiveness of any portion of the Loan or
accrued interest.
d. Executive shall be entitled to fully participate in all of the
employee benefit plans and programs available to other high-level
executives of the Company, including, without limitation, health,
dental, and life insurance benefits for Executive and Executive's
dependents, pension and profit sharing programs, and vacation and sick
leave benefits. However, the terms of this Agreement shall not restrict
the Company's right to change, amend, modify, or terminate any existing
benefit plan or program, or to change any insurance company or modify
any insurance policy adopted incident to such existing benefit plan and
program.
e. The Company shall provide Executive with a $850.00 per month
automobile allowance. The Company shall furnish Executive's automobile
with a cellular car telephone. Executive shall provide and maintain
automobile insurance for Executive's car including collision,
comprehensive liability, personal and property damage, and uninsured and
underinsured motorist coverage in amounts customarily obtained to cover
such contingencies in the State of California. Executive shall provide
proof of such coverage to the Company upon the Company's request.
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f. The Company shall pay for or reimburse Executive for all
reasonable travel, entertainment, and other business expenses incurred
or paid for by Executive in connection with the performance of his
services under this Agreement. The Company shall not be obligated to
make any such reimbursement unless Executive presents corresponding
expense statements or vouchers and such other supporting information as
the Company may from time to time reasonably request. The Company
reserves the right to place subsequent limitations or restrictions on
business expenses to be incurred or reimbursed.
g. Executive shall be entitled to participate fully in the
Company's 1996 Management Incentive Compensation Plan (the "MICP"), as
may be amended, modified, or replaced, in accordance with the terms and
conditions set forth herein and therein, provided, however, for the 1998
MICP performance cycle, any awards granted to Executive shall be
prorated according to the effective date of this Agreement.
h. Executive shall be entitled to participate in the 1996 Stock
Option Plan for Officers and Key Employees of PacifiCare Health Systems,
Inc. (the "1996 Stock Option Plan"), as such plan from time to time may
be amended, modified or replaced, in accordance with the terms and
conditions set forth herein and therein.
i. During the term of this Agreement, the Company shall insure
Executive under its general liability insurance for all conduct
committed in good faith while acting in the capacity of Executive Vice
President and Chief Financial Officer of the Company or in any other
capacity to which Executive may be appointed or elected.
j. In the event Executive is involuntarily terminated, without
cause, except in the case of death or incapacity or disability, the
Company shall provide outplacement services to Executive to assist
Executive in securing a position comparable to the one from which he was
terminated. The Company shall be obligated to provide those outplacement
services as customarily provided by companies of similar size and
holdings as those of the Company to executives with comparable
responsibility and longevity as Executive and for reasonable cost as
approved by the Company. The Company's provision of such outplacement
services shall not limit, restrict, or reduce, in any manner, any and
all other compensation to which Executive is entitled hereunder.
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k. As part of the compensation for services rendered under this
Agreement, Executive shall be entitled to participate in the Amended and
Restated PacifiCare Health Systems, Inc. Savings and Profit-Sharing
Plan, and the trust agreement implemented pursuant thereto, adopted as
of February 1998, as from time to time may be amended modified, or
replaced, in accordance with the terms and conditions set forth therein.
l. Executive shall be entitled to the benefits provided under the
Company's Statutory Restoration Plan, as such plan from time to time may
be amended, modified or replaced, in accordance with the terms set forth
herein and therein.
3.2 COMPENSATION FOLLOWING TERMINATION
a. In the event that this Agreement is terminated by reason of
Executive's death, Executive's estate or legal representative shall be
entitled to receive the following:
1. Payment of benefits under the life insurance policy
purchased by the Company on Executive's behalf, if any;
2. Payments of benefits under the MICP set forth in
Section 3.1(g), which will be deemed to have accrued as of the
date of Executive's death; and
3. Executive's legal representative shall be permitted to
exercise any vested and unexercised options under the 1996 Stock
Option Plan set forth in Section 3.1(h) and shall be permitted to
exercise any other vested and unexercised options granted under
any other existing stock option plans of the Company ("the
Existing Stock Option Plans") in accordance with their terms for
a period of one year following Executive's death. The 1996 Stock
Option Plan and the Existing Stock Option Plans shall together be
referred to herein as the "Stock Option Plans."
4. If Executive's death occurs while Executive is still
employed by the Company, but prior to his having completed five
years of employment with the Company, Executive's estate or legal
representative will not be required to repay any amount of the
Loan or any accrued, which, but for this provision Executive's
estate or legal representative would be required to repay under
the terms set forth in Section 3.1(c) above.
b. In the event that Executive is terminated because of an
incapacity or disability, the Company shall provide Executive with the
following:
1. Payment of benefits under the disability insurance
policy maintained by the Company on Executive's behalf, if any;
2. Payment of benefits under the MICP set forth in Section
3.1(g), which will be deemed to have accrued as of the effective
date of such termination;
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3. The right to exercise any vested and unexercised
options under the Stock Option Plans in accordance with the terms
stated therein; and
4. Payment of the automobile allowance as provided under
Section 3.1(e) for a period of 24 months following the effective
date of such termination.
5. If Executive is disabled or incapacitated while
Executive is still employed by the Company, but prior to his
having completed five years of employment with the Company,
Executive will not be required to repay any amount of the Loan or
any accrued interest, which, but for this provision, Executive
would be required to repay under the terms set forth in Section
3.1(c) above.
c. In the event this Agreement is terminated because of
Executive's habitual neglect or gross misconduct pursuant to Section
2.2(c) or because of Executive's voluntary termination, the Company
shall be relieved from any and all further or future obligations to
compensate Executive; provided, however, that Executive shall be able to
exercise any vested and unexercised awards under the Stock Option Plans
in accordance with the terms set forth therein. If this Agreement is
terminated pursuant to the provisions contained in this Section 3.2(c),
prior to Executive's completing five years of employment with the
Company, Executive shall be required to repay the Loan plus accrued
interest as set forth in Section 3.1(c) above.
d. In the event that the Company terminates Executive, for any
reason other than Executive's incapacity or disability or misconduct as
described in Sections 2.2(b) and 2.2(c), respectively, Executive shall
be entitled to the following severance compensation, on the condition
that Executive executes the Company's standard severance agreement
including a general release of the Company, including its owners,
partners, stockholders, directors, officers, employees, independent
contractors, agents, attorneys, representatives, predecessors,
successors and assigns, parents, subsidiaries, affiliated entities and
related entities:
1. Executive's then current annual salary under Section
3.1(a) for a period of 24 months following the effective date of
such termination;
2. Payment of benefits under the MICP set forth in Section
3.1(g), which will be deemed to have accrued as of the effective
date of such termination;
3. The right to exercise any vested and unexercised
options under the Stock Option Plans in accordance with their
terms within one year of the effective date of such termination;
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4. Notwithstanding the foregoing, in the event Executive
engages in employment with a competitor of the Company during the
24 month period in which Executive's salary continues pursuant to
Section 3.2(d)(1), the severance compensation available to
Executive under this Section 3.2(d) shall be reduced by the
amount of any and all gross earnings Executive earns while
engaged in employment with any such competitor or competitors.
For the purposes of this Section 3.2(d)(4), a "competitor of the
Company" shall include, without limitation, managed care
organizations, including a health maintenance organization,
competitive medical plan, preferred provider organization,
provider sponsored organization ("PSO"), or health or life
insurance company which owns a managed care organization, plan or
program. Executive agrees to provide immediate notice to Company
upon receipt of any gross earnings received by Executive from a
competitor of Company;
5. Payment of the automobile allowance as provided in
Section 3.1(e) for a period of 24 months following the effective
date of such termination; and
6. The Company shall provide to Executive the outplacement
services described in Section 3.1(j).
7. If Executive is terminated pursuant to the provisions
contained in this Section 3.2(d), prior to Executive's completing
five years of employment with the Company, Executive will not be
required to repay any amount of the Loan or any accrued interest
which, but for this provision, Executive would be required to
repay under the terms set forth in Section 3.1(c).
e. Notwithstanding anything which may be expressed in, or
inferred from the provisions of this Section 3.2 or Section 4.1, this
Agreement should not be construed to limit, restrict, or deny Executive
any benefits to which he otherwise may be entitled to under the MICP,
the Stock Option Plans, the Company's profit-sharing plan, non-qualified
deferred compensation plans or otherwise which arise from circumstances
not addressed in this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTROL OR FOR GOOD CAUSE
4.1 EXECUTIVE'S RIGHTS. In the event that, during the term of this
Agreement, the Company undergoes a "change of ownership or control," as that
term is defined in Section 4.3, and if within 24 months after the consummation
of such change either (1) Executive is involuntarily terminated, except as
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provided in Section 4.2, or (2) Executive voluntarily terminates his employment
for "good cause" as defined in Section 4.4, then Executive shall be entitled to
the following compensation:
a. Executive's then current annual salary under Section 3.1(a)
for a period of 24 months following the effective date of such
termination, subject to the conditions set forth in Section 3.2(d)
herein.
b. Payment of health insurance premiums under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, for Executive and
Executive's dependents for a period of 18 months following the effective
date of such termination;
c. Annual payment of benefits where applicable, under the MICP
set forth in Section 3.1(g), for a period of 24 months following the
effective date of such termination, at the percentage of target and
maximum specified for Executive in the records of the executive
compensation department of the Company's Human Resource's Department.
d. The right to exercise any and all granted and unexercised
stock options, under the Stock Option Plans in accordance with their
terms (whether or not such options are actually vested), as if all such
unexercised stock options were fully vested, within one year of the
effective date of such termination;
e. In the event of a change of control in the first six months of
employment which precludes eligibility for exercise of stock options
under the Premium Price & Officer and Key Employee Stock Option Plans,
PacifiCare will provide compensation to Executive to make him whole for
the loss of these options as of the date of the
change and control.
f. Payment of the automobile allowance as provided under Section
3.1(e) for a period of 24 months following the effective date of such
termination; and
g. The Company shall provide to Executive the outplacement
services described in Section 3.1(j).
h. If Executive's termination is a result of a Change of Control
or Executive voluntarily terminates for "good cause" and such
termination occurs prior to Executive having completed five years of
employment with the Company, Executive will not be required to repay any
amount of the Loan or any accrued interest which but for this provision,
Executive would be required to repay as set forth in Section 3.1(c).
4.2 LIMITATION OF BENEFITS. In the event that Executive is terminated
within 12 months after a change of ownership or control of the Company, and such
termination results from either Executive's incapacity or disability or habitual
neglect or gross misconduct, then, notwithstanding anything in this Section 4 to
the contrary, Executive shall receive only that compensation, if any, to which
he is entitled to under Sections 3.2(b) and 3.2(c), respectively.
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In no event shall the aggregate amount of all compensation which
Executive may receive pursuant to the provisions of this Section 4, including
without limitation, any salary, bonuses, stock options, employee benefits and
all other cash and in-kind compensation, exceed an amount (the "Maximum
Compensation Amount") which would give rise to an "excess parachute payment" as
determined by Section 280G of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder. In the event that this Section 4 would
entitle Executive to sums in excess of the Maximum Compensation Amount, the
Company shall use its sound discretion, in good faith, to furnish Executive with
a post-termination compensation package which is substantially equal to the
Maximum Compensation Amount.
4.3 CHANGE OF CONTROL. As used in this Section 4, the term "change of
ownership or control" means and refers to:
a. any merger, consolidation, or sale of the Company such that
any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) acquires beneficial ownership, within the meaning of
Rule 13d-3 of the Exchange Act, of 20 percent or more of the voting
common stock of the Company and the ownership interest of the voting
common stock owned by UniHealth is less than or equal to the ownership
interest of the voting common stock of such individual, entity or group;
b. any transaction in which the Company sells substantially
all of its material assets;
c. a dissolution or liquidation of the Company; or
d. the Company becomes a non-publicly held company.
4.4 GOOD CAUSE. As used in this Section 4, "good cause" for Executive to
terminate his employment shall be deemed to exist if Executive voluntarily
terminates his employment for any of the following reasons:
a. Without Executive's express prior written consent,
Executive:
1. is assigned duties materially inconsistent with
Executive's position, duties, responsibilities, or status with
the Company which substantially varies from that which existed
immediately prior to such change of ownership or control;
2. experiences a change in his reporting level, titles, or
business location (to a point that is more than 50 miles outside
of Orange County, California) which substantially varies from
that which existed immediately prior to the change of ownership
or control; or
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3. with respect to any position held immediately prior to
the change of ownership or control, is removed or fails to obtain
reelection, which removal or failure to reelect is not directly
related to Executive's incapacity or disability, habitual
neglect, gross misconduct or death;
b. Without Executive's express prior written consent, Executive's
salary is reduced below that which existed immediately prior to the
change of ownership or control and such change is not otherwise applied
to others in the Company with at least Executive's position or title;
c. Without Executive's express prior written consent, any
employee benefit, business expense reimbursement or allotment, incentive
bonus program, or any other manner or form of compensation available to
Executive immediately prior to the change of ownership or control is
reduced or eliminated and such change is not otherwise applied to others
in the Company with at least Executive's position or title;
d. The Company fails to obtain from any successor, before the
succession takes place, a written commitment obligating the successor to
perform this Agreement in accordance with all of its terms and
conditions; or
e. The Company or any successor thereto purports to terminate
Executive without first giving Executive prior written notice thereof
that specifies: (i) the exact provision of Section 2.2 relied upon; and
(ii) the facts and circumstances, in reasonable detail, serving as the
basis for Executive's termination.
5. NOTICES
All notices or other communications required or permitted to be made
hereunder shall be given in writing and sent by either personal delivery,
overnight delivery, or United States registered or certified mail, return
receipt requested, all of which shall be properly addressed with postal or
delivery charges prepaid, to the parties at their respective addresses set forth
below, or to such other addresses as either party may designate to the other in
accordance with this Section 5:
If to the Company: PacifiCare Health Systems, Inc.
0000 Xxxx Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attn: President and
Chief Executive Officer
If to Executive: Mr. Xxxxxx Xxxxxxx
0000 Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxx 00000
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All notices sent by personal delivery shall be deemed given when actually
received. All notices sent by overnight delivery shall be deemed received on the
next business day. All other notices sent via United States mail shall be deemed
received no later than two business days after mailing. Any notice given by any
method not expressly authorized herein, shall nevertheless be effective if
actually received, and shall be deemed given upon actual receipt.
6. GENERAL PROVISIONS
6.1 ASSIGNABILITY. This Agreement shall inure to the benefit of, and
shall be binding upon the heirs, executors, administrators, successors, and
legal representatives of Executive and shall inure to the benefit of, and be
binding upon the Company and its successors and assigns. Executive shall not
assign, delegate, subdelegate, transfer, pledge, encumber, hypothecate, or
otherwise dispose of this Agreement, or any rights, obligations, or duties
hereunder, and any such attempted delegation or disposition shall be null and
void and without any force or effect; provided, however, that nothing contained
herein shall prevent Executive from designating beneficiaries for insurance,
death or retirement benefits.
6.2 ENTIRE AGREEMENT. This Agreement is a fully integrated document and
contains any and all promises, covenants, and agreements between the parties
hereto with respect to Executive's employment. This Agreement supersedes any and
all other, prior or contemporaneous, discussions, negotiations, representations,
warranties, covenants, conditions, and agreements, whether written or oral,
between the parties hereto. Except as expressed herein, the parties have not
exchanged any other representations, warranties, inducements, promises, or
agreements respecting Executive's employment with the Company.
6.3 SEVERABILITY. In the event any one or more of the provisions of this
Agreement shall be rendered by a court of competent jurisdiction to be invalid,
illegal, or unenforceable, in any respect, such invalidity, illegality, or
unenforceability shall not affect or impair the remainder of this Agreement
which shall remain in full force and effect and enforced accordingly, unless a
party demonstrates by a preponderance of the evidence that the invalidated
provision was an essential economic term of this Agreement.
6.4 AMENDMENT. This Agreement shall not be changed, amended, or
modified, nor shall any performance or condition hereunder be waived, in whole
or in part, except by written instrument signed by the party against whom
enforcement or waiver is sought. The waiver of any breach of any term or
condition of this Agreement shall not be deemed to constitute the waiver of any
other or subsequent breach of the same or any other term or condition of this
Agreement.
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6.5 GOVERNING LAW. This Agreement shall be governed by, enforced under,
and construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
The Company: PACIFICARE HEALTH SYSTEMS, INC.,
a Delaware corporation
/s/ Xxxx X. Xxxxx
-----------------------------------
By: Xxxx X. Xxxxx
Title: President and
Chief Executive Officer
Executive: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
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