SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT (this "Agreement") is made effective as of the
17th day of December, 1996 (the "Effective Date") by and between Life Re
Corporation, a Delaware corporation having its principal executive offices at
000 Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx (hereinafter referred to as the
"Life Re") and Xxxxxx X. Xxxxxxxxxx (hereinafter referred to as the
"Executive"), currently President of Reassure America Life Insurance Company,
an Illinois corporation (hereinafter referred to as the "Company").
W I T N E S S E T H
WHEREAS, Life Re recognizes that the Executive's contribution to the
growth and success of Life Re has been substantial and Life Re desires to
assure itself of the Executive's continued employment; and
WHEREAS, the Company is an indirect subsidiary of Life Re, a publicly
traded corporation listed on the New York Stock Exchange; and
WHEREAS, in this connection, the Executive Committee of the Board of
Directors of Life Re and the Company (the "Executive Committee") recognizes
that, as is the case with many publicly held corporations and their
subsidiaries, the possibility of a Change in Control of the Company may exist
and that such possibility and the uncertainty which it may raise among
management may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders; and
WHEREAS, the Executive Committee has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of the Executive to his assigned duties without distractions
arising from the possibility of a Change in Control of Life Re; and
WHEREAS, to take such steps with respect to the Executive and to induce
the Executive to remain in the employ of the Company, Life Re has agreed that
the Executive shall receive certain severance payments as set forth below in
the event of a change in control of Life Re, on the terms and under the
circumstances described below.
NOW, THEREFORE, Life Re and the Executive hereby agree as follows:
1. DEFINITIONS. Unless defined elsewhere in this Agreement, terms
that are capitalized will have the meanings set forth or incorporated by
reference in paragraph 18 below.
2. OPERATION OF AGREEMENT. This Agreement shall be effective
immediately upon its execution by the parties; provided, however,
notwithstanding anything in this Agreement to the contrary, this Agreement
shall become operative upon a "Change in Control" of Life Re.
3. ELECTION UPON A CHANGE IN CONTROL. Within thirty days after
learning of a Change in Control of Life Re, the Executive, in his sole
discretion, may elect to either (i) terminate his employment with the Company
or (ii) continue his employment with the Company. If the Executive does not
inform the Company of his decision to terminate his employment therewith
within thirty days of learning of a Change in Control, the Executive will be
deemed to have elected to continue his employment with the Company.
(a) If the Executive elects to terminate his employment with the
Company following a Change in Control, his Date of Termination
will be the date the Company receives written notice of his
election. Within ten days of receiving notice of the Executive's
election, Life Re will pay or provide the Executive, as severance
pay or liquidated damages or both, the sum of:
(i) Base Salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, together
with any other amounts payable to the Executive for periods
prior to the Date of Termination;
(ii) a lump sum payment equal to two hundred percent of the sum
of (A) the Base Salary at the rate in effect as of the Date
of Termination, and (B) the highest aggregate incentive
award awarded to the Executive by the Company, Life Re, or
any subsidiary of Life Re during any year during any one of
the three bonus periods immediately preceding the Date of
Termination; and
(iii) any amounts payable under paragraph 17, below.
(b) If the Executive elects to continue his employment with the
Company following a Change in Control, the terms of this Agreement
will continue in effect until two years from the date of the
Change in Control.
4. CONDITIONS AFTER CHANGE IN CONTROL. If the Executive elects to
continue his employment with the Company after a Change in Control:
(a) Life Re will cause the Company to ensure that the Executive will
not be required by the Company to be absent from Executive's home
office on travel status or otherwise more than a reasonable time
each year as necessary or appropriate for the performance of his
duties hereunder.
(b) in no event will an increase in the Base Salary that becomes
effective after a Change in Control occurs be less than the
average annual percentage increase in Base Salary that was awarded
to the Executive in the two year period immediately preceding the
date on which such Change in Control occurred (such calculation
commencing with the salary in effect on the date of this
Agreement);
(i) in no event will the percentage of the Executive's
Applicable Base Salary (as hereafter defined) that is
awarded to the Executive as an annual cash bonus for any
fiscal year of the Company in which a Change in Control
occurs, or for any subsequent fiscal year, amount to less
than the average annual percentage of Applicable Base Salary
that was awarded to the Executive as an annual cash bonus
for the two most recent fiscal years for which annual cash
bonus award determinations were made before the fiscal year
in which the Change in Control occurred. For purposes of
this clause (i), the Applicable Base Salary with respect to
any annual cash bonus is the base salary that was actually
paid to the Executive during the fiscal year for which such
annual cash bonus is awarded; and
(ii) in no event will the Executive be granted stock options
after a Change in Control less often than annually nor on
terms and conditions (including performance goals) less
favorable to the Executive than those which were granted to
the Executive during the term of this Agreement prior to
such Change in Control (or, if shorter, during the two years
preceding the Change in Control), nor no fewer than the
following number of shares:
(A) the average annual number of shares that were optioned
to the Executive during the term of this Agreement
prior to such Change in Control; or
(B) if more than the number described in (A) above, the
number of shares whose Fair Market Value on the date
they are optioned or awarded to the Executive equals
the average annual Fair Market Value (determined on
the respective grant or award dates) of the shares
that were optioned to the Executive during the term of
this Agreement prior to such Change in Control.
(c) the Executive, his dependents and beneficiaries will be entitled
to all benefits and service credit for benefits during the term of
this Agreement to which other senior officers of the Company and
Life Re, their dependents and beneficiaries are entitled as the
result of the employment of such officers during the term of this
Agreement under the terms of employee plans and practices of the
Company and its subsidiaries, including, without limitation, the
Qualified Plan, 401(k) Plan, any non-qualified deferred
compensation plans and related "rabbi" trusts, Life Re's life
insurance plans, its disability benefit plans, its vacation and
holiday pay plans, its medical, dental and welfare plans and other
present or successor plans and practices of the Company, Life Re,
and its subsidiaries for which similarly-situated officers, their
dependents and beneficiaries are eligible, and to all payments and
other benefits under any such plan or practice subsequent to the
term of this Agreement as a result of participation in such plan
or practice during the term of this Agreement, in each case at
least equal to those provided on the Effective Date, as the same
may have been improved from time to time. If and to the extent
that such benefits and service credits are not payable or provided
under such plans or practices by reason of any amendment or
termination thereof or otherwise, the Company itself will pay or
provide therefor. To the extent any form of remuneration required
under this Agreement is impermissible under the terms of any
applicable plan or illegal under existing law, then the Company
will provide an equivalent benefit directly to the Executive in
another permissible manner.
5. TERMINATION OF EMPLOYMENT. If the Executive elects to continue
his employment with the Company, pursuant to paragraph 3 above, after a Change
in Control, the provisions of this paragraph 5 shall apply to the termination
of the Executive's employment with the Company or Life Re during the
twenty-four (24) month period years after the date of a Change in Control (the
"Post Change Period").
(a) Termination by the Company or by the Executive of the Executive's
employment with the Company on account of "Retirement" shall mean
termination on or after the Executive's "normal retirement date,"
as defined in the Qualified Plan as of the date hereof, or in
accordance with any retirement arrangement established with the
Executive's consent with respect to the Executive.
(b) The term of this Agreement will terminate upon the death of the
Executive.
(c) The Company may terminate the Executive's employment during the
term of this Agreement for "Cause" only:
(i) upon the willful failure of the Executive to comply with
material insurance laws or regulations that has or is likely
to result in substantial economic damage to the Company and
that has not been cured to the reasonable satisfaction of
the Board within thirty days; or
(ii) upon the proved fraud or dishonesty of the Executive that
has or is likely to result in substantial economic damage to
the Company;
and in the case of each of clauses (i) and (ii) above, the
applicable conditions set forth in paragraph 5(e) below are
satisfied.
(d) The Executive may terminate his employment with the Company during
the term of this Agreement for Good Reason. For the purposes of
this Agreement, "Good Reason" will mean any breach by the Company
of the terms of this Agreement, including, but not limited to, any
material reduction in Executive's duties, title, position, or
compensation after a Change in Control. An election by the
Executive to terminate his employment under the provisions of this
paragraph 5(d) will not be deemed a voluntary termination of
employment by the Executive for the purpose of this Agreement or
any plan or practice of the Company.
(e) Any termination by the Company pursuant to subparagraph 5(c) above
or by the Executive pursuant to subparagraph 5(d) above will be
communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination"
will mean a notice which indicates the specific termination
provision in this Agreement relied upon and sets forth in
reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the
provisions so indicated.
(f) "Date of Termination" will mean (i) if the Executive's employment
is terminated by his death, the date of his death, (ii) if the
termination is pursuant to 5(c)(i) or 5(c)(ii), upon Notice of
Termination, and (iii) if the Executive's employment is terminated
for any other reason, the date thirty-one days from the date on
which a Notice of Termination was given (provided that the
Executive has not cured the material breach to the reasonable
satisfaction of the Board during the thirty-day cure period, if
applicable).
6. SEVERANCE PAYMENT ON TERMINATION OF EMPLOYMENT.
(a) If, within the Post Change Period, the Executive's employment with
the Company shall be terminated: (i) by the Company (other than
for Retirement, as defined in paragraph 5(a); or (ii) by Executive
for Good Reason, as defined in paragraph 5(d); Life Re shall pay
to Executive a severance payment (the "Total Severance Amount")
determined in accordance with this paragraph 6.
(b) The Total Severance Amount shall be an amount equal to:
(i) two (2) times the sum of an amount equal to the Executive's
(A) annual base salary (calculated as of the time of
termination of employment; provided, however, that such
amount has not been reduced since the Change in Control)
paid by the Company and
(B) the highest aggregate of all incentive awards
(including without limitation annual incentive awards, long
term incentive awards, and discretionary bonuses) awarded to
the Executive by the Company or any subsidiary of the
Company during any one of the three (3) calendar years
immediately preceding the Date of Termination; and
(ii) benefits and service credit for benefits and benefit
accruals which Executive would have received if his
employment had continued through the entire Post Change
Period; and
(iii) any amounts payable under paragraph 17 below; and
(iv) all options held by Executive become immediately vested
and Executive has the right to exercise all options at any
time until the later of (i) one year from the Date of
Termination or (ii) the completion of the Post Change
Period, in each case notwithstanding any provisions of
the Executive's Option Agreements to the contrary.
Executives who retire during the term of this Agreement will
participate in the provision listed in the above subsections
(b)(iii) and (b)(iv).
(c) The Executive may opt to continue to participate, with the expense
thereof borne by Life Re, at levels not less than the greater of
those existing on (i) the day before the Change in Control or (ii)
the Termination Date, at Executive's election, in the Company's
life, disability, accident and health plans for a period of two
(2) years from the Termination Date by giving written notice to
the Company of such election within thirty (30) days of the
Termination Date.
(d) Nothing in this Agreement will deprive the Executive of any
rights, payments, benefits or service credit for benefits after
termination of employment which were earned pursuant to any
provision of this Agreement or any plan or practice of the Company
including, without limitation, any pension and welfare benefits
payable and any legal fees and expenses payable.
(e) Except with respect to payments provided for under paragraph 6(b)
above, the payment of the amounts provided for herein shall not
affect the obligations of the Company or its successors under any
plan, other agreement or arrangement pursuant to which Executive
is entitled to any retirement, pension, stock or insurance
benefits or payments or welfare contributions applicable to
retired management employees of the Company, generally.
(f) Notwithstanding any other provision of this Agreement, in the
event that the Executive becomes entitled to payments under this
Agreement and if any of the Total Payments ("Total Payments" being
the total amount payable to the Executive pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with
the Company or any of its subsidiaries) are subject to the excise
tax imposed under section 4999 ("Excise Tax") of the Internal
Revenue Code of 1986, as amended, Life Re shall pay to the
Executive an additional amount (the "Gross-up Payment") such that
the net amount retained by the Executive after deduction of any
Excise Tax on the Total Payments and any federal, state, or local
income tax and any Excise Tax upon Gross-up Payment, shall be
equal to the amount of the Total Payments.
7. MITIGATION; DISPUTES.
(a) The Executive shall not be required to mitigate the amount of any
payment provided for under this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment
provided for under this Agreement be reduced by any compensation
earned by the Executive as the result of employment by another
employer after the Termination Date, or otherwise.
(b) Life Re's obligation to make the payments provided for under this
Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense
or other claim, right or action which Life Re may have against the
Executive or others.
(c) If there shall be any dispute between Life Re and the Executive
(i) in the event of any termination of the Executive's employment
by the Company, whether or not such termination was for Cause, or
(ii) in the event of any termination of employment by the
Executive, whether or not Good Reason existed, then, unless and
until there is a final, nonappealable judgment by a court of
competent jurisdiction declaring that such termination was for
Cause or that the determination by the Executive of the existence
of Good Reason was not made in good faith, Life Re shall pay all
amounts and provide all benefits to the Executive and/or the
Executive's family or other beneficiaries, as the case may be,
that Life Re would be required to pay or provide hereunder as
though such termination were by the Company without Cause, or by
the Executive with Good Reason; provided, however, that Life Re
shall not be required to pay any disputed amount pursuant to this
paragraph 7(c) except upon receipt of an undertaking by or on
behalf of the Executive to repay all such amounts to which the
Executive is ultimately adjudged by such court not to be entitled.
8. DEFAULT BY COMPANY. Any provision of this Agreement to the
contrary notwithstanding, if, following termination of employment, Life Re
defaults on its obligation to pay any amount payable to the Executive or his
beneficiary under this Agreement when due and fails to remedy such default
within thirty days after having received written notice from the Executive or
his beneficiary, then Life Re will thereupon pay to the Executive or
beneficiary, as the case may be, in full discharge of its obligations to the
Executive or beneficiary under this Agreement, (a) a lump sum amount
actuarially equivalent (using the assumptions used under the Qualified Plan in
calculating the amount of lump sum payments) to the future payments otherwise
payable under this Agreement to the Executive and his beneficiary, and (b) an
amount equal to any and all past due payments owing to the Executive and his
beneficiary under this Agreement.
9. INDEMNIFICATION. Life Re will indemnify the Executive to the full
extent permitted by the General Corporation Law of the State of Delaware, as
amended from time to time, for all amounts (including without limitation
judgments, fines, settlement payments, expenses and attorney's fees) connected
with any action, suit, investigation or proceeding arising out of or relating
to the performance by the Executive of services for, or the acting by the
Executive as a director, officer or employee of, the Company, Life Re, or any
subsidiary of Life Re, or any affiliate or any other person or enterprise at
the Company's request, including but not limited to those entities in which
the Company or Life Re has an investment, as such amounts are incurred. The
Company and Life Re will maintain a Directors' and Officers' Liability
Insurance Policy and will use its best efforts to maintain the coverage
presently in effect, or one providing substantially similar protection to the
Executive, in full force and effect, which Policy will provide minimum
liability coverage in the amount carried on the date of this Agreement.
Nothing in this paragraph 8 or elsewhere in this Agreement is intended to
prevent Life Re from indemnifying the Executive to any greater extent than is
required by this paragraph.
10. SUCCESSORS; BINDING AGREEMENT.
(a) Life Re 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 Company or
Life Re expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that Life Re would be
required to perform it if no such succession had taken place;
provided that no such agreement will release the corporation that
is the original party to this Agreement without the Executive's
express written consent. Failure of Life Re to obtain such
agreement prior to the effectiveness of any such succession will
be a breach of this Agreement and will entitle the Executive to
compensation from Life Re in the same amount and on the same terms
as he would be entitled to hereunder if his employment were
terminated by the Executive for Good Reason or by the Company
(other than for Cause pursuant to paragraph 5(c)), except that for
purposes of implementing the foregoing, the date on which any such
succession becomes effective will be deemed the Date of
Termination.
(b) If the Executive should die while any amounts are due and payable
to him hereunder, all such amounts, unless otherwise provided
herein, will be paid in accordance with the terms of this
Agreement to the Executive's devisees, legatee or other designee
or, if there be no such designee, to the Executive's estate.
(c) Except as to withholding of any tax under the laws of the United
States or any state or locality, neither this Agreement nor any
right or interest hereunder nor any amount payable at any time
hereunder will be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment or other legal process,
or encumbrance of any kind by the Executive or the beneficiaries
of the Executive or by legal representatives without the Company's
prior written consent, nor will there be any right of set-off or
counterclaim in respect of any debts or liabilities of the
Executive, his beneficiaries or legal representatives; provided,
that nothing in this paragraph 9(c) will preclude the Executive
from designating a beneficiary to receive any benefit payable on
his death, or the legal representatives of the Executive from
assigning any rights hereunder to the person or persons entitled
thereto under his will or, in case of intestacy, to the person or
persons entitled thereto under the laws of intestacy applicable to
his estate.
11. PARTIES. This Agreement will be binding upon and will inure to
the benefit of Life Re and the Executive, his heirs, beneficiaries, executors
or other legal representatives.
12. GENERAL.
(a) This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof and supersede any and
all other agreements between the parties with respect to the
subject matter hereof.
(b) Any modification of this Agreement will not be binding unless in
writing and signed by both an officer or director of Life Re duly
authorized to do so and the Executive.
13. ENFORCEABILITY; INVALID PROVISIONS. If any provision of this
Agreement is held to be illegal, invalid or unenforceable under any present or
future law, and if the rights or obligations of the Executive or Life Re under
this Agreement would not be materially and adversely affected thereby, (a)
such provision will be fully severable; (b) this Agreement will be construed
and enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof; (c) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom; and (d) in
lieu of such illegal, invalid or unenforceable provision, there will be added
automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms as such illegal, invalid or unenforceable
provision as may be possible.
14. NOTICES. All notices which may be necessary or proper for either
Life Re or the Executive to give to the other will be in writing and will be
delivered by hand or sent by registered or certified mail, return receipt
requested, to the address set forth under the Executive's name on the last
page hereof, in the case of the Executive, and will be sent to Life Re in the
manner described above to its principal executive offices at 000 Xxxx Xxxxx
Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: General Counsel, or delivered
by hand to its General Counsel and will be deemed given when sent, provided
that any Notice of Termination or other notice given pursuant to paragraph 5
above will be deemed given only when received. Either party may by like
notice to the other party change the address at which he or it is to receive
notices hereunder.
15. ARBITRATION. Any controversy or claim arising out of, or related
to, this Agreement, or the breach thereof, that is not subject to cure using
the remedies provided hereunder will be settled by binding arbitration in
Stamford, Connecticut, in accordance with the rules then pertaining of the
American Arbitration Association, and its decision will be binding and final,
and judgment upon the award rendered may be entered in any court having
jurisdiction thereof, except that, with respect to any arbitrable controversy
or claim, the Executive may have the matter settled by judicial determination
in lieu of arbitration by bringing a court action, if he is the plaintiff or,
if he is not the plaintiff, demanding such judicial determination within the
time to answer any complaint in any arbitration action that may be commenced.
16. GOVERNING LAW. This Agreement will be governed by, and be
enforceable in accordance with, the laws of the State of Delaware without
giving effect to the principles of conflicts of laws thereof.
17. LEGAL FEES AND EXPENSES. To induce the Executive to execute this
Agreement and to provide the Executive with reasonable assurance that the
purposes of this Agreement will not be frustrated by the cost of its
enforcement should Life Re fail to perform its obligations under this
Agreement, Life Re will pay and be solely responsible for all reasonable
attorney's fees and expenses and court costs when incurred by the Executive
and all his beneficiaries, heirs, executors or other legal representatives as
a result of Life Re's failure to perform this Agreement or any provision
hereof to be performed by Life Re. Such fees also are due and payable by Life
Re if Life Re loses in any action against the Executive.
18. DEFINITIONS. The following terms, when capitalized in this
Agreement, will have the meanings set forth or incorporated by reference in
this paragraph 18.
(a) "Applicable Base Salary" will have the meaning set forth in
subparagraph 4(b)(i).
(b) "Base Salary" will have the meaning set forth in paragraph 4
above.
(c) "Change in Control" means a change in control of Life Re of a
nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A under the Exchange Act,
whether or not Life Re is subject to the Exchange Act at such
time; provided, however that without limiting the generality of
the foregoing, such a Change in Control will in any event be
deemed to occur if and when:
(i) any person (as such term is used in paragraphs 13(d) and
14(d)(2) of the Exchange Act, hereinafter in this paragraph
18, "Person"), other than Life Re or a subsidiary or
employee benefit plan of Life re or subsidiary, becomes the
beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of
Life Re representing more than twenty-five percent of the
combined voting power of Life Re's then outstanding
securities;
(ii) stockholders approve a merger, consolidation or other
business combination (a "Business Combination") other than a
Business Combination in which holders of common stock of
Life Re immediately prior to the Business Combination have
substantially the same proportionate ownership of Common
Stock of the surviving corporation immediately after the
Business Combination as immediately before;
(iii) stockholders approve either (A) an agreement for the sale
or disposition of all or substantially all of Life Re's
assets to any entity which is not a subsidiary of Life Re,
or (B) a plan of complete liquidation;
(iv) the persons who were members of the Board of Directors
immediately before a tender offer by any Person other than
Life Re or a subsidiary, or before a merger, consolidation,
or contested election, or before any combination of such
transactions, cease to constitute a majority of the Board of
Directors as a result of such transaction or transactions.
(d) "Common Stock" means common stock of Life Re, par value $0.001 per
share.
(e) "Company" means Life Re Corporation, a Delaware corporation, and
any successors to its business and/or assets which executes and
delivers an agreement provided for in paragraph 10 or which
otherwise becomes bound by all the terms and conditions of this
Agreement by operation of law.
(f) "Date of Termination" will have the meaning set forth in
subparagraph 5(f) above.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
(h) "Fair Market Value" means Fair Market Value as defined in the 1992
Life Re Corporation Stock Option Plan,
(i) "Good Reason" will have the meaning set forth in paragraph 5(c)
above.
(j) "Normal Retirement Date" means Normal Retirement Date as that term
is defined in the Qualified Plan.
(k) "Notice of Termination" will have the meaning set forth in
paragraph 5(e) above.
(l) "Qualified Plan" means the Employee's Retirement Plan for Life
Reassurance Corporation of America as in effect on the Effective
Date.
19. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
20. NON-WAIVER. The Executive's or Life Re's failure to immediately
insist upon strict compliance with any provision of this Agreement, including,
without limitation, the right of the Executive to terminate his employment
with Life Re for Good Reason, shall not be deemed to be a waiver of such
provision or right or any other provision or right under this Agreement.
21. NO EMPLOYMENT RIGHTS CREATED. Nothing herein is intended or shall
be interpreted to give the Executive the right to be employed, reemployed or
continue to be employed by Life Re or the Company.
22. PRONOUNS. When used herein the masculine pronoun shall include
the feminine and feminine pronouns shall include the masculine.
23. TERM. The term of this Agreement will commence on the Effective
Date and unless there has been a Change in Control prior to such date, this
Agreement will terminate on the third anniversary of the Effective Date.
IN WITNESS WHEREOF, Life Re has caused this Agreement to be signed by
its authorized representatives, and the Executive has hereunto set his hand as
of the date first above written.
LIFE RE CORPORATION
By:/s/ Xxxxxx X. Xxxxx, Xx.,
Chairman
ATTEST:
By: /s/ W. Xxxxxx Xxxxxx, Vice President,
General Counsel and Secretary
EXECUTIVE
By: /s/ Xxxxxx X. Xxxxxxxxxx
ADDRESS:
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
