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EXHIBIT 10.18
CIENA CORPORATION
TRANSFER OF CONTROL/SEVERANCE AGREEMENT
This Transfer of Control/Severance Agreement (the "Agreement"), dated as
of November 11, 1998, between CIENA Corporation, a Delaware corporation
(together with its subsidiaries, the "Corporation") and __________________ (the
"Executive").
WITNESSETH
The Executive is serving as the ____________________ of the Corporation
and possesses an intimate knowledge of the business and affairs of the
Corporation. The Corporation recognizes the Executive's contribution to its
growth and success and desires to enter into this Agreement with the Executive
in order to assure to the Corporation the benefits of the Executive's expertise
and knowledge. The Executive, in turn, desires an assurance of compensation by
the Corporation during the period set forth herein. The Corporation also wants
assurance that it will have the continued dedication, loyalty, and service of,
and the availability of objective advice and counsel from, the Executive
notwithstanding the possibility, threat or occurrence of a bid or other action
to take over control of the Corporation.
In the event the Corporation receives any proposals from a third party
concerning a possible business combination with the Corporation, or acquisition
of the Corporation's equity securities, the Board of Directors of the
Corporation (the "Board") believes it imperative that the Corporation and the
Board be able to rely upon the Executive to continue in the Executive's position
and be available for advice, if requested, without concern that the Executive
might be distracted by the personal uncertainties and risks created by such a
proposal, or be influenced to consider other employment opportunities or
prospects because of such uncertainties or risks.
Should the Corporation receive any such proposals, in addition to the
Executive's regular duties, the Executive, in light of the Executive's
experience and knowledge gained within that portion of the business in which he
or she is principally engaged, may be called upon to assist in the assessment of
proposals, advise management and the Board as to whether such proposals would be
in the best interest of the Corporation and its shareholders, and to take such
other actions as the Board might determine to be appropriate.
Accordingly, in consideration of the mutual covenants and representations
contained herein and the mutual benefits derived herefrom, the parties hereto
agree as follows:
1. Certain Definitions. IN ADDITION TO THOSE TERMS DEFINED ELSEWHERE HEREIN,
WHEN USED HEREIN, THE FOLLOWING CAPITALIZED TERMS SHALL HAVE THE MEANINGS
INDICATED:
1.1. "Cause" means (i) the Executive's willful or continued failure
substantially to perform the duties of the Executive's position (other than as a
result of Disability or as a result of termination by the Executive for Good
Reason) after written notice to the Executive by the Board specifying such
failure, provided that such "cause" shall have been found by a majority vote of
the Board after at least 10 days' written notice to the Executive specifying the
failure on the part of the Executive and after an opportunity for the Executive
to be heard at a meeting of the Board; (ii) any willful act or omission by the
Executive constituting dishonesty, fraud or other malfeasance, or any act or
omission by the Executive constituting immoral conduct, which in any such case
is injurious to the financial condition or business reputation of the
Corporation or any of its affiliates; or (iii) the Executive's indictment for a
felony under the laws of the United States or any state thereof or any other
jurisdiction in which the Corporation conducts business. For purposes of this
definition, no act or failure to act shall be deemed "willful" unless effected
by the Executive not in good faith and without a reasonable belief that such
action or failure to act was in or not opposed to the Corporation's best
interests.
1.2. "Disability" means either (i) "total disability" as defined for
purposes of the Corporation's long-term disability benefit plan; or (ii) the
Executive's inability, as a result of physical or mental incapacity, to perform
the Executive's duties for a period of six consecutive months or for an
aggregate of six months in any twelve consecutive month period.
1.3. "Effective Date" means the date on which a Transfer of Control
occurs. In the event of a subsequent Transfer of Control within one year of the
prior Transfer in Control, "Effective Date" shall be adjusted to mean the date
on which the subsequent Transfer in Control occurs. Anything in this Agreement
to the contrary notwithstanding, if a Transfer of Control occurs, and if the
Executive's employment with the Corporation had terminated prior to the date on
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which the Transfer of Control occurred, and if it is reasonably demonstrated by
the Executive that such termination of employment either was at the request of a
third party who had taken steps reasonably calculated to effect the Transfer of
Control or otherwise arose in connection with or in anticipation of the Transfer
of Control, then, for all purposes of this Agreement, the term "Effective Date"
shall mean, with respect to such Executive only, the date immediately prior to
the date of such termination of employment.
1.4. "Good Reason" means (i) removal from, or failure to be reappointed or
reelected to, the Executive's principal positions immediately prior to the
Effective Date (other than as a result of a promotion); (ii) material diminution
in the Executive's title, position, duties or responsibilities, or the
assignment to the Executive of duties that are inconsistent, in a material
respect, with the scope of duties and responsibilities associated with the
Executive's position immediately prior to the Effective Date; (iii) reduction in
base salary or Incentive Compensation opportunity, or a reduction in level of
participation in long term incentive, benefit and other plans for senior
executives as in effect immediately preceding the Effective Date, or their
equivalents; (iv) relocation of the Executive's principal workplace without the
Executive's consent to a location which is more than 50 miles from the
Executive's principal workplace on the Effective Date; or (v) any failure by the
Corporation to comply with and satisfy the requirements of Section 7.3, provided
that the successor shall have received at least ten days' prior written notice
from the Corporation or the Executive of the requirements of Section 7.3. For
purposes of clauses (i), (ii) or (iii) of the preceding sentence, an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Executive shall be excluded.
1.5. "Incentive Compensation" includes any bonus or award received, or
which the Executive is eligible to receive, under any corporate incentive plan
or under any corporate long-term incentive plan maintained by the Corporation
(or any successor to any such plan).
1.6. "Transfer of Control" shall be deemed to have taken place on the
earliest of the date of (a) the direct or indirect sale or exchange by the
stockholders of the Corporation of all or substantially all of the stock of the
Corporation where the stockholders of the Corporation before such sale or
exchange do not retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock of the surviving, continuing, successor,
or purchasing corporation or parent corporation thereof, as the case may be (the
"Acquiring Corporation") after such sale or exchange; (b) a merger or
consolidation where the stockholders of the Corporation before such merger or
consolidation do not retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock of the Acquiring Corporation after such
merger or consolidation; (c) the sale, exchange, or transfer of all or
substantially all of the assets of the Corporation (other than a sale, exchange,
or transfer to one (1) or more subsidiary corporations of the Corporation); (d)
a liquidation or dissolution of the Corporation; or (e) any other event that the
Board, in its sole discretion, shall determine constitutes a Transfer of
Control. In each case the determination of whether or not a "Transfer of
Control" is deemed to have taken place shall be made without regard to whether
such events or occurrences constituting the Transfer of Control were hostile or
against the position of the Board, or were approved or concurred in by the
Board.
2. Term of Agreement.
Upon execution by the Executive, this Agreement shall commence as of
November 11, 1998. This Agreement shall continue in effect through November 10,
2001; provided, however, that commencing on November 11, 1999, and every annual
anniversary of such date, the term of this Agreement shall automatically be
extended for an additional year unless, not later than ninety (90) calendar days
prior to the anniversary on which this Agreement otherwise automatically would
be extended, the Corporation shall have given notice to the Executive that it
does not wish to extend this Agreement; provided further, however, that if a
Transfer of Control shall have occurred during the original or any extended term
of this Agreement, this Agreement shall continue in effect for a period of
twelve (12) months beyond the month in which the Transfer of Control occurred.
No termination or expiration of this Agreement shall affect any rights,
obligations or liabilities of either party that shall have accrued on or prior
to the date of such termination or expiration.
3. Triggering Event.
In the event the Executive's employment with the Corporation is terminated
without Cause by the Corporation, or for Good Reason by the Executive, on or
within one year after the Effective Date, the Corporation shall (in addition to
any compensation or benefits to which the Executive may otherwise be entitled
under any other agreement, plan or arrangement with the Corporation, other than
amounts excluded by Section 6.2) make the payments and shall provide the
benefits to the Executive specified under Section 4 hereof, and, if applicable,
the payments contemplated under Section 5 of this Agreement. For purposes of
this Section 3, an Executive's employment with the Corporation will be deemed to
have terminated on the earlier of the date the Executive's employment with the
Corporation ceases or the date that written notice of any such termination is
received by the Executive or by the Corporation, as the case may be, even though
the parties may agree in connection therewith that the Executive's employment
with the Corporation will continue for a specified period thereafter. The
failure by the Executive or the Corporation to set forth in any such notice
sufficient facts
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or circumstances showing Good Reason or Cause, as the case may be, shall not
waive any right of the Executive or the Corporation or preclude either party
from asserting such facts or circumstances in the enforcement of any such right.
4. Severance Benefits.
4.1. Salary Continuation. For a period of twelve (12) months following the
Executive's last day of employment with the Corporation, the Corporation shall
pay to the Executive as compensation, payable in installments in accordance with
the Company's standard payroll practices applicable to employees, an amount
(subject to any applicable payroll or other taxes required to be withheld) equal
to the Executive's actual annual rate of base salary as in effect immediately
prior to either the date of the Executive's termination of employment with the
Corporation or the Effective Date, whichever is higher. In determining actual
annual rate of base salary, such sums shall be adjusted to include the dollar
value of any compensation that would have been paid to the Executive but was
deferred or excluded for federal income tax purposes pursuant to any deferred
compensation program approved by the Corporation.
4.2. Outstanding Annual Bonus Awards. For a period of twelve (12) months
following the Executive's last day of employment with the Corporation, the
Corporation shall pay to the Executive as compensation, payable in quarterly
installments in accordance with the Company's standard payroll practices
applicable to employees, an amount (subject to any applicable payroll or other
taxes required to be withheld) equal to the Executive's annual bonus amount
under any incentive plan(s) or program(s) in which the Executive participated
immediately prior to either the date of the Executive's termination of
employment with the Corporation or the Effective Date, whichever annual bonus
amount is higher. Such bonus shall be based on an assumed achievement of 100% of
the targeted performance goal for such award. Upon receipt of an amount
specified under this Section 4.2, neither the Executive nor any other person
claiming any payment by reason of the Executive's participation in the
applicable annual bonus plan, shall have any right to any payment under such
plan(s) or program(s) with respect to any applicable award thereunder.
4.3. Welfare Benefit and Director and Officer Insurance Continuation. The
Executive's (and, where applicable, members of the Executive's family's)
participation in the group medical, dental, life and disability plans maintained
by the Corporation shall be continued on substantially the same basis as if the
Executive were an employee of the Corporation until the earlier of the first
anniversary of the Executive's termination or the last day of the month in which
the Executive commences employment with another employer (the "Coverage
Period"). In the event that the Corporation is unable for any reason to provide
for the Executive's (and, where applicable, the Executive's family's) continued
participation in one or more of such plans during the Coverage Period, the
Corporation shall pay or provide at its expense equivalent benefit coverage for
the remainder of the Coverage Period. The Corporation shall also pay to the
Executive at least annually an amount which shall be sufficient on an after tax
basis to compensate the Executive for all additional taxes incurred by reason of
any income realized as a result of the continued coverage under this
subparagraph, to the extent such taxes result from the Executive's status as a
non-employee and would not be incurred if the Executive was an employee of the
Corporation, on a grossed-up basis at the highest marginal income tax rate for
individuals. The Coverage Period shall not be taken into account as a period of
continuation coverage for purposes of Part 6 of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or for purposes of
any other obligation of the Corporation to provide any continued coverage to the
Executive (and, where applicable, members of the Executive's family) under any
group medical, dental, life or disability plan. The Corporation shall continue
to maintain director and officer insurance covering the Executive, and shall
maintain in effect any indemnification agreements providing for indemnification
of the Executive by the Corporation, until the period under the applicable
statute of limitations has ended.
4.4. Stock Options. All options granted to an Executive to purchase
capital stock of the Corporation under any plan, program or arrangement
maintained by the Corporation, shall become vested and exercisable upon a
Transfer of Control to the extent provided for under the terms of such plan,
program or arrangement. Vesting under all circumstances shall cease on the last
day of the Executive's active employment with the Corporation, irrespective of
the existence of salary continuation payments beyond such last day.
5. Certain Additional Payments by the Corporation.
5.1. Excise Tax Protection. In the event it shall be determined that any
payment or distribution by the Corporation to or for the benefit of the
Executive (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 5) (a "Payment") would be
subject to the excise tax imposed by Section 4999 (or any successor provision)
of the Code or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Corporation shall pay to the Executive an additional amount (a "Gross-Up
Payment") such that, after payment by the Executive of all income and employment
taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive will
retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.
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5.2. Determinations. Subject to the provisions of Section 5.3 below, all
determinations required to be made under this Section 5, including whether and
when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
the Corporation's then acting independent certified public accounting firm at
the Effective Date (the "Tax Firm"), which shall provide detailed supporting
calculations both to the Corporation and the Executive within 15 business days
of the receipt of notice from the Executive that there has been a Payment, or
such earlier time as may be requested by the Corporation. The Tax Firm may
employ and rely upon the opinions of actuarial or legal professionals to the
extent it deems necessary or advisable. In the event that the Tax Firm
determines for any reason that it is unable to perform such services, or
declines to do so, the Corporation shall select another nationally recognized
law or accounting firm to make the determinations required under this section
(which firm shall then be referred to as the Tax Firm hereunder). All fees and
expenses of the Tax Firm shall be borne solely by the Corporation. Any Gross-Up
Payment determined pursuant to this Section 5 shall be paid by the Corporation
to the Executive within five business days of the Corporation's receipt of the
Tax Firm's determinations. If the Tax Firm determines that no Excise Tax should
be payable by the Executive, the Tax Firm shall be requested to furnish the
Executive with a written opinion that failure to report the Excise Tax on the
Executive's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. Any determination by the Tax Firm
shall be binding upon the Corporation and the Executive. As a result of possible
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Tax Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Corporation should have been made
or that the Gross-Up Payments which are made by the Corporation will be
insufficient to satisfy the Excise Taxes and/or all applicable income and
employment taxes incurred by the Executive on the Gross-Up Payments (in either
case, an "Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Corporation exhausts its remedies pursuant to
Section 5.3, and the Executive thereafter is required to make a payment of any
Excise Tax, the Tax Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Corporation to
or for the benefit of the Executive.
5.3. Underpayments. The Executive shall notify the Corporation in writing
of any claim by the Internal Revenue Service that, if successful, would result
in the assessment or collection of any Underpayment with respect to the
Executive. Such notification shall be given as soon as practicable but no later
than ten business days after the Executive is informed in writing of such claim
and shall apprise the Corporation of the nature of such claim and the date on
which such claim is requested to be paid; provided, however, that a failure by
the Executive to give notice timely shall not relieve the Corporation of its
obligations hereunder except to the extent it shall have been materially
prejudiced. The Executive shall not pay such claim prior to the expiration of
the 30-day period following the date on which it gives such notice to the
Corporation (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Corporation notifies the Executive in
writing prior to the expiration of such period that it desires to contest such
claim, the Executive shall:
(i) give the Corporation any information reasonably requested by the
Corporation relating to such claim,
(ii) take such action in connection with contesting such claim as the
Corporation shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
the Tax Firm or any other law firm selected by the Corporation,
(iii) cooperate with the Corporation in good faith in order
effectively to contest such claim, and
(iv) permit the Corporation to participate in any proceedings
relating to such claim;
provided, however, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income and employment tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses.
5.4. Refunds. If, after the receipt by the Executive of any amount paid or
advanced by the Corporation in connection with a contest undertaken pursuant to
Section 5.3, the Executive becomes entitled to receive any refund or credit with
respect thereto, the Executive shall (subject to the Corporation's complying
with the requirements of Section 5.3) promptly pay to the Corporation the amount
of such refund or credit (together with any interest paid or credited thereon
after taxes applicable thereto).
6. Terms and Conditions of Participation.
6.1. Conditions of Participation. As a condition to being covered by this
Agreement, the Executive acknowledges and agrees that (i) except as may
otherwise be expressly provided under any other executed agreement
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between the Executive and the Corporation, nothing contained in this Agreement
(including, but not limited to using the term "Cause" to determine benefits
under this Agreement) is intended to change the fact that the employment of the
Executive by the Corporation is "at will" and, prior to the Effective Date, may
be terminated by either the Executive or the Corporation at any time, and (ii)
disputes regarding the Executive's employment with the Corporation (regardless
of whether such dispute involves the terms of this Agreement) shall be subject
to arbitration as provided in Section 7.5 of this Agreement.
6.2. Non-Duplication. As a condition of being covered by this Agreement,
and notwithstanding any other agreement to the contrary, the Executive, agrees
that (i) the payments under this Agreement shall be the only severance or
similar payments that are payable by the Corporation under any plan, program,
policy or agreement, and (ii) except for amounts payable under any retirement
plans, stock purchase plans or deferred compensation plans of the Corporation in
which the Executive may participate, the payments under this Agreement are in
full and complete satisfaction of all liabilities of the Corporation with
respect to the Executive under all such other plans, programs and agreements.
6.3 No Effect on Other Agreements;Inconsistent Provisions. This Agreement
shall be in addition to, and have no effect on, the provisions of any other
agreements, including without limitation indemnification agreements and
proprietary inventions/confidentiality agreements that may exist between the
Corporation and the Executive. Notwithstanding the foregoing, to the extent that
the terms and conditions of this Agreement are inconsistent with those found in
any other agreement or plan to which the Corporation and the Executive are each
a party, the terms and conditions of this Agreement shall be controlling.
6.4. Amendment and Termination. This Agreement may not be amended or
terminated after the Effective Date. Prior to the Effective Date, the Board may,
in its sole discretion, modify or amend this Agreement in any respect, or
terminate the Agreement, provided such actions do not reduce the amount or defer
the receipt of any payment or benefit provided under this Agreement.
7. General.
7.1. Payment Obligations; Overdue Payments. The Corporation's obligations
to make the payments and provide the benefits to the Executive under this
Agreement shall be absolute and unconditional and shall not be affected in any
way by any circumstances, including, without limitation, any offset,
counterclaim, recoupment, defense or other right which the Corporation may have
against the Executive or anyone else, provided, however, that as a condition to
payment of amounts under this Agreement, the Executive shall execute a general
release and waiver ("Waiver"), in form and substance reasonably satisfactory to
the Corporation, of all claims relating to the Executive's employment by the
Corporation and the termination of such employment, including, but not limited
to, discrimination claims, employment-related tort claims, contract claims and
claims under this Agreement (other than claims with respect to benefits under
the Corporation's tax-qualified retirement plans, continuation of coverage or
benefits solely as required by Part 6 of Title I of ERISA, or any obligation of
the Corporation to provide future performance under Section 4 and Section 5).
All amounts payable by the Corporation hereunder shall be paid without requiring
notice or demand from the Executive, except as may be required with respect to
the Waiver. Each and every payment made hereunder by the Corporation shall be
final and the Corporation will not seek to recover all or any part of such
payment from the Executive or from whosoever may be entitled thereto, for any
reason whatsoever (other than as provided in Section 5.4). The Executive shall
be entitled to receive interest at the prime rate of interest published from
time to time by The Wall Street Journal (the "Prime Rate") on any payments under
this Agreement that are thirty days overdue, provided, however, that no payments
shall be deemed to be overdue until the Executive executes the Waiver and any
recision period with respect to such Waiver has expired.
7.2 No Mitigation. The Executive shall not be obligated to seek other
employment in mitigation of the amounts payable or arrangements made under any
provision of this Agreement, and the obtaining of any such other employment
shall in no event effect any reduction of the Corporation's obligations to make
the payments and provide the benefits required under this Agreement, except as
provided in the first sentence of Section 4.3.
7.3. Successors. All rights under this Agreement are personal to the
Executive and, without the prior written consent of the Corporation, shall not
be assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable in
the event of the Executive's death or disability by the Executive's legal
representative. This Agreement shall inure to the benefit of and be binding upon
the Corporation and its successors and assigns. The Corporation will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Corporation to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform
it if no such event resulting in a successor had taken place. As used in this
Agreement, "Corporation" shall mean the Corporation and any successor to its
business and/or assets as aforesaid which assumes and agrees, or is otherwise
obligated, to perform this Agreement by operation of law, or otherwise.
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7.4. Controlling Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Delaware (without
regard to the principles of conflicts of laws).
7.5. Arbitration. DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT WITH THE
CORPORATION, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE HEREUNDER, WHICH CANNOT
BE RESOLVED BY NEGOTIATIONS BETWEEN THE CORPORATION AND THE EXECUTIVE SHALL BE
SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION CONDUCTED
BY JAMS/ENDISPUTE, INC. OR ANY SUCCESSOR THERETO, IN ACCORDANCE WITH
JAMS/ENDISPUTE, INC.'S ARBITRATION RULES APPLICABLE TO EMPLOYMENT DISPUTES, AND
THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE ARBITRATOR IN ANY SUCH
PROCEEDING. THE ARBITRATOR SHALL APPLY THE LAWS OF THE STATE OF DELAWARE WITH
RESPECT TO THE INTERPRETATION OR ENFORCEMENT OF ANY MATTER RELATING TO THIS
AGREEMENT. ARBITRATION MAY BE HELD IN BALTIMORE, MARYLAND OR SUCH OTHER PLACE AS
THE PARTIES HERETO MAY MUTUALLY AGREE, AND SHALL BE CONDUCTED SOLELY BY A FORMER
JUDGE. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION THEREOF. THE PREVAILING PARTY IN THE ARBITRATION, AS
DETERMINED BY THE ARBITRATOR, SHALL BE ENTITLED TO REIMBURSEMENT OF HIS
REASONABLE ATTORNEY'S FEES AND DISBURSEMENTS INCURRED IN SUCH PROCEEDINGS BY THE
NON-PREVAILING PARTY.
7.6. Severability. Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
7.7. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the date first above written.
CIENA CORPORATION
By:
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Name:
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Title:
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EXECUTIVE
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Name:
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