PAGE
Exhibit 10(g)
SEVERANCE COMPENSATION AND CONSULTING AGREEMENT
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This Severance Compensation and Consulting Agreement
("Agreement") is dated as of , between Xxxxxx
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Drilling Company, a Delaware corporation (the "Company") and
[Officer] (the "Officer").
WHEREAS the Company's Board of Directors (the "Board") has
determined that, in light of the importance of the Officer's
continued services to the stability and continuity of management of
the Company and its subsidiaries, it is appropriate and in the best
interests of the Company and of its shareholders to reinforce and
encourage the Officer's continued disinterested attention and
undistracted dedication to his duties in the potentially disturbing
circumstances of a possible change in control of the Company by
providing some degree of personal financial security;
WHEREAS in order to induce the Officer to remain in the employ
of the Company, or one of the affiliates or subsidiaries of the
Company, the Board has determined that it is desirable to pay the
Officer the severance compensation set forth below if the Officer's
employment with the Company terminates in one of the circumstances
described below following a Change in Control of the Company (as
defined below); and
WHEREAS the Board has determined that, in the event of such a
termination of the Officer's employment following a Change in
Control, it would be desirable to utilize the valuable knowledge and
experience which the Officer possesses by retaining the Officer as a
consultant to the Company.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained in this Agreement, the Company and the
Officer agree as follows:
1. Term of Agreement. This Agreement shall commence on the
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date hereof and shall terminate on the date six (6) years
from the date of this Agreement; unless during said six (6) year
period a Change in Control of the Company (as defined below) shall
have occurred, in which case this Agreement shall in no event expire
prior to the date which is four (4) years from the date on which the
Change in Control shall have occurred.
It is further provided, however, that if a Change in Control
shall not have occurred before the date which is six (6) years after
the date of this Agreement, commencing on that date and each
anniversary date of the Agreement thereafter, the term of this
Agreement shall automatically be extended for one additional year
unless not later than 365 days prior to the date which is six (6)
years after the date of this Agreement or subsequent anniversary
date, as applicable, the Company or the Officer shall have given
written notice of an intention not to extend this Agreement. (The
expiration date of this Agreement as determined in accordance with
the two preceding sentences is referred to as the "Expiration Date".)
Provided a Notice of Termination shall have been given prior to
the Expiration Date, all obligations of the Company under this
Agreement which relate to any such Notice of Termination shall
continue until they have been satisfied.
2. Change in Control. No compensation shall be payable
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under this Agreement and the Officer shall not be retained as a
consultant unless and until (a) there shall have been a Change in
Control of the Company while the Officer is still an employee of the
Company and (b) the Officer's employment by the Company thereafter
shall have been terminated in accordance with Section 4 of this
Agreement. For purposes of this Agreement, a "Change in Control"
shall be deemed to have occurred if,
(a) Any individual, entity or group (within the meaning of
Section 13(d)(3) or 14 (d)(7) of the Securities Exchange Act of 1934,
as amended (the "34 Act"), except the Officer, his affiliates and
associates, the Company, or any corporation, partnership, trust or
other entity controlled by the Company (a "Subsidiary"), or any
employee benefit plan of the Company or of any Subsidiary (each such
individual, entity or group shall hereinafter be referred to as a
"Person") )becomes the beneficial owner (within the meaning of Rule
13d-3 promulgated under the '34 Act) of 20% or more of either (i) the
then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Company Voting
Securities"), in either case unless the Board in office immediately
prior to such acquisition determines in writing within five business
days of the receipt of actual notice of such acquisition that the
circumstances do not warrant the implementation of the provisions of
this Agreement; or
(b) Individuals who, as of the beginning of any twenty-four
month period, constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board, provided
that any individual becoming a director subsequent to the beginning
of such period whose election or nomination for election by the
Company's stockholders was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding for this purpose any such individual whose
initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors
of the Company (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the '34 Act); or
(c) Consummation by the Company of a reorganization, merger
or consolidation (a "Business Combination"), in each case, with
respect to which all or substantially all of the individuals and
entities who were the respective beneficial owners of the Outstanding
Company Common Stock and Company Voting Securities immediately prior
to such Business Combination do not, immediately following such
Business Combination, beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination in substantially the same proportion as their ownership
immediately prior to such Business Combination of the Outstanding
Company Common Stock and Company Voting Securities, as the case may
be; or
(d) (i) Consummation of a complete liquidation or dissolution
of the Company or (ii) sale or other disposition of all or
substantially all of the assets of the Company other than to a
corporation with respect to which, following such sale or
disposition, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors is then owned beneficially, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Company Voting Securities, as
the case may be, immediately prior to such sale or disposition.
Notwithstanding any other provision of this Agreement, no
Change in Control shall be deemed to have occurred for purposes of
this Agreement after the date of the initial Change in Control
pursuant to the provisions of Sections 2 (a), (b), (c) or (d) hereof.
3. Termination Following Change in Control.
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(a) If a Change in Control of the Company shall have occurred
while the Officer is still an employee of the Company, the Officer
shall be entitled to the compensation provided in Section 4 of this
Agreement upon the subsequent termination of the Officer's employment
with the Company within four years of the date upon which the Change
in Control shall have occurred unless such termination is as a result
of (i) the Officer's death; (ii) the Officer's termination by the
Company for Cause (as defined in Section 3(b) below); or (iii) the
Officer's decision to terminate employment other than for Good Reason
(as defined in Section 3(c) below).
(b) Cause. The Company may terminate the Officer's
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employment for Cause without the Officer being entitled to the
compensation provided in Section 4. For purposes of this Agreement,
the Company shall have "Cause" to terminate the Officer's employment
only on the basis of (i) the Officer's willful and continued failure
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substantially to perform his duties with the Company (other than any
such failure resulting from his incapacity due to physical or mental
illness or any such failure resulting from the Officer's termination
for Good Reason), after a written demand for substantial performance
is delivered to the Officer by the Board which specifically
identifies the manner in which such Board believes that the Officer
has not substantially performed his duties and the matters addressed
in said demand have not been cured within thirty days after receipt
of said written demand;
or (ii) the Officer's willful engagement in conduct materially and
demonstrably injurious to the Company. For purposes of this
subsection, no act or failure to act on the Officer's part shall be
considered "willful" unless done, or omitted to be done, by the
Officer not in good faith and without reasonable belief that his
action or omission was in the best interests of the Company. The
Officer shall not be deemed to have been terminated for Cause unless
and until there shall have been delivered to the Officer a copy of a
resolution duly adopted by the affirmative vote of not less than two-
thirds of the entire membership of the Board, at a meeting of the
Board called and held for the purpose, finding that in the good faith
opinion of the Board the Officer was guilty of conduct set forth in
clause (i) or (ii) of the second sentence of this Section 3(b) and
specifying the particulars thereof in detail.
(c) Good Reason. The Officer may terminate the Officer's
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employment for Good Reason within two years after a Change in Control
of the Company and during the term of this Agreement and become
entitled to the compensation provided in Section 4. For purposes of
this Agreement "Good Reason" shall mean any of the following events:
i) the assignment to the Officer by the Company
of any duties inconsistent with, or any diminution of,
the Officer's position, duties, titles, offices,
responsibilities and status with the Company (including
change in superior to whom said officer reports)
immediately prior to a Change in Control of the Company,
or any removal of the Officer from or any failure to
reelect the Officer to any of such positions, except in
connection with the termination of the Officer's
employment for Cause or as a result of the Officer's
death or by the Officer other than for Good Reason;
ii) a reduction by the Company in the Officer's
Base Salary, as defined below, as in effect on the date
hereof or as the same may be increased from time to time
during the term of this Agreement or the Company's
failure to increase (within 12 months after a Change in
Control) the Officer's base salary after a Change in
Control of the Company in an amount which is
substantially similar, on a percentage basis, to the
average percentage increase in base salary for all
Officers of the Company effected during the last yearly
base salary increase for a majority of the Officer group.
Base salary shall mean the Officer's annual base cash
compensation, and specifically does not include any other
items such as bonuses, premiums, distributions,
contributions to Company employee benefit plans, the
value of employee benefits or executive benefits, stock
options or stock grants, or any other component or item
that may be included on the Officer's W-2 form from the
Company.
iii) except with respect to changes required to
maintain its tax-qualified status or changes generally
applicable to all employees of the Company, any failure
by the Company to continue in effect any benefit plan or
arrangement (including, without limitation, the Company's
Stock Bonus Plan, group life insurance plan, and medical
plan) in which the Officer is participating at the time
of a Change in Control of the Company (unless the Company
substitutes and continues other plans providing the
Officer with substantially similar benefits) (hereinafter
referred to as "Benefit Plans"), the taking of any action
by the Company which would adversely affect the Officer's
participation in or materially reduce the Officer's
benefits under any such Benefit Plan or deprive the
Officer of any material fringe benefit enjoyed by the
Officer at the time of a Change in Control of the
Company, or the failure by the Company to provide the
Officer with the number of paid vacation days to which
the Officer is entitled in accordance with the vacation
policies in effect at the time of a Change in Control of
the Company;
iv) any failure by the Company to continue in
effect any incentive plan or arrangement (including,
without limitation, the Company's annual bonus arrange-
ments and the right to receive performance awards and
similar incentive compensation benefits) in which the
Officer is participating at the time of a Change in
Control of the Company (or to substitute and continue
other plans or arrangements providing the Officer with
substantially similar benefits) (hereinafter referred as
"Incentive Plans") or the taking of any action by the
Company which would adversely affect the Officer's
participation in any such Incentive Plan or reduce the
Officer's benefits under any such Incentive Plan in an
amount which is not substantially similar, on a per-
centage basis, to the average percentage reduction of
benefits under any such Incentive Plan effected during
the preceding 12 months for all Officers of the Company
participating in any such Incentive Plan;
v) any failure by the Company to continue in
effect any plan or arrangement to receive securities of
the Company (including any plan or arrangement to
receive and exercise stock options, stock appreciation
rights, restricted stock or grants thereof or to acquire
stock or other securities of the Company) in which the
Officer is participating at the time of a Change in
Control of the Company (or to substitute and continue
plans or arrangements providing the Officer with
substantially similar benefits) (hereinafter referred to
as "Securities Plans") or the taking of any action by the
Company which would adversely affect the Officer's
participation in or materially reduce the Officer's
benefits under any such Securities Plan;
vi) a relocation of the Company's principal
executive offices or the Officer's relocation to any
place other than the location at which the Officer
performed the Officer's duties prior to a Change in
Control of the Company provided such location is in
excess of 35 miles from present location;
vii) a substantial increase in business travel
obligations over such obligations as they existed at the
time of a Change in Control of the Company;
viii) as a result of the Officer's incapacity due
to physical or mental illness based on an independent
physician's determination; provided in such instance said
officer would only be entitled to disability benefits, if
any, provided by the Company;
ix) any material breach by the Company of any
provision of this Agreement;
x) any failure by the Company to obtain the
assumption of this Agreement by any successor or assign
of the Company; or
xi) any purported termination of the Officer's
employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 3(d).
(d) Notice of Termination. Any termination by the Company
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pursuant to Section 3(b) or by the Officer pursuant to Section 3(c)
shall be communicated to the other party by a Notice of Termination.
For purposes of this Agreement, a "Notice of Termination" shall mean
a written notice which shall indicate the specific termination
provision in this Agreement relied upon and which sets forth in
reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Officer's employment under the provision
so indicated. For purposes of this Agreement, no such purported
termination by the Company shall be effective without such Notice of
Termination.
(e) Date of Termination. "Date of Termination" shall mean
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the date on which a Notice of Termination is given.
(f) Expenses. The Company shall pay to the Officer all legal
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fees and expenses incurred by the Officer as a result of the
termination of the Officer's employment other than pursuant to
Section 3(b) or by reason of death (including all such fees and
expenses, if any, incurred in contesting or disputing any such
termination or in seeking to obtain or enforce any right or benefit
provided by this Agreement).
4. Severance Compensation upon Termination.
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(a) If the Officer's employment by the Company is terminated
(i) by the Company pursuant to Section 3(b) or by reason of death or
disability; or (ii) by the Officer other than for Good Reason, the
Officer shall not be entitled to any severance compensation under
this Agreement, but the absence of the Officer's entitlement to any
benefits under this Agreement shall not prejudice the Officer's right
to the full realization of any and all other benefits to which the
Officer shall be entitled pursuant to the terms of any employee
benefit plan or other agreements of the Company in which the Officer
is a participant or to which the Officer is a party.
(b) If the Officer's employment by the Company is terminated
following a Change in Control of the Company that occurred while the
Officer was still an employee of the Company (a) by the Company
other than pursuant to Section 3(b) or by reason of death or (b) by
the Officer for Good Reason, then the Officer shall be entitled to
the severance compensation provided below:
i) The Company shall pay as severance
compensation to the Officer at the time specified in
subsection (ii) below, unless the Officer elects the
option set forth in subsection (iv) below, a lump-sum
severance payment equal to three times the Officer's
Annual Cash Compensation paid by the Company. For
purposes of this Agreement, "Annual Cash Compensation"
shall mean only the actual cash paid by the Company to
the Officer, representing the sum of (x) the greater of
the Officer's annual base salary in effect at the time
Notice of Termination is given or at the time of the
Change in Control, and (y) an amount equal to the highest
annual cash bonus paid in the last three (3) calendar
years. Annual Cash Compensation shall not include any
other components of the Officer's income or compensation
from the Company, such as contributions to the Company's
retirement or 401(k) plan, stock options or grants, the
value of stock options or grants, the cost or value of
any other employee benefit, or any other component of
compensation or income which may be reflected on the
Officer's W-2 form.
ii) The severance compensation provided for in
subsection (i) above shall be made not later than the
10th day following the Date of Termination; provided,
however, that if the amount of such compensation cannot
be finally determined on or before such day, the Company
shall pay to the Officer on such day an estimate, as
determined in good faith by the Company, of the minimum
amount of such compensation and shall pay the remainder
of such compensation (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Internal Revenue
Code of 1986, as amended (the "Code")) as soon as the
amount thereof can be determined but in no event later
than the thirtieth day after the Date of Termination. In
the event that the amount of the estimated payment
exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by the Company
to the Officer payable on the fifth day after demand by
the Company (together with interest at the rate provided
in Section 1274(b)(2)(B) of the Code).
iii) The Company shall arrange to provide the
Officer for a period of thirty-six (36) months following
the date that is twelve (12) months after the Date of
Termination or until the Officer's earlier death, with
life, health, disability, and accident insurance benefits
and executive benefits, constituting automobile allowance
and the value of monthly dues associated with certain
club memberships (collectively, "Employment Benefits"),
substantially similar to those which the Officer was
receiving immediately prior to the Notice of Termination,
or if greater, prior to the Change in Control.
iv) If the Officer so elects by notice to the
Company not later than six (6) months prior to the Date
of Termination, in lieu of the lump-sum severance
compensation payment set forth in subsection (b)(i), for
a period of thirty-six (36) months from the date that is
twelve (12) months after the Date of Termination, the
Company shall pay the Officer monthly an amount equal to
one thirty-sixth (1/36) of a total amount which, payable
over such period in such installments, would have
compounded future value equal to the amount of the lump-
sum severance compensation payment set forth in
subsection (b)(i).
v) If the severance compensation under this
Section 4, either alone or together with other payments
to the Officer from the Company would constitute a
"parachute payment" (as defined in Section 28OG of the
Code), such severance compensation shall be increased to
the largest amount that will result in the net severance
compensation payments under this Section 4, after
deductions for the excise tax imposed by Section 4999 of
the Code and federal income taxes imposed by the Code,
being equal to the total amount of severance compensation
due under Section 4 prior to deductions for any excise
tax imposed by Section 4999 of the Code but after
reduction for federal income taxes imposed by, the Code
(assuming the highest federal income tax rate). The
determination of whether any increase in the severance
compensation payments under this paragraph is to apply is
subject to confirmation by independent
counsel/accountants to be jointly agreed upon by the
Company and the Officer and such determination shall be
conclusive and binding.
5. Consulting Agreement upon Termination and Agreement not
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to Compete
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(a) If the Officer's employment by the Company is terminated
following a Change in Control of the Company that occurred while the
Officer was still an employee of the Company (i) by the Company other
than pursuant to Section 3(b) or by reason of death or disability; or
(ii) by the Officer for Good Reason, then the Company shall retain
the Officer as a consultant for a period commencing on the Date of
Termination and ending one year after the Date of Termination.
During such period, the Officer shall provide ongoing consulting
services to the Company as requested by the Company, including
services substantially similar to those which would have been
performed by the Officer had the Officer's employment not been
terminated, and in such capacity, the Officer will be an independent
contractor and not an employee or agent of the Company. Such
consulting services shall not be required to be performed at a
location other than at which the Officer's duties were performed
prior to the Date of Termination and shall not otherwise prohibit or
substantially interfere with such Officer's ability to be gainfully
employed by a third party.
(b) In consideration for the Officer's agreement to provide
consulting services, the Company shall pay to the Officer not later
than the tenth day following the Date of Termination an amount equal
to the Officer's Annual Cash Compensation (as defined in Section
4(b)(i) above); provided, however, that if the Officer's Annual Cash
Compensation cannot be finally determined on or before such day, the
Company shall pay to the Officer on such day the estimated minimum
amount of such Annual Cash Compensation, as determined in good faith
by the Company and (A) the Company shall pay to the Officer any
deficiency in such estimated amount as soon as the Officer's Annual
Cash Compensation can be finally determined but in no event later
than the thirtieth day after the Date of Termination or (B) the
Officer shall repay to the Company, not later than the fifth day
after demand by the Company, any excess of such estimated amount over
the Officer's Annual Cash Compensation as finally determined (in each
case, together with interest at the rate provided in Section
1274(b)(2)(B) of the Code).
(c) The Company shall arrange to provide the Officer for a
period of twelve (12) months following the Date of Termination or
until the Officer's earlier death, with Employment Benefits (as
defined in Section 4(b)(iii) above) substantially similar to those
which the Officer was receiving immediately prior to the Notice of
Termination or the cash equivalent thereof.
(d) If the Officer so elects by notice to the Company not
later than six (6) months prior to the Date of Termination, in lieu
of the lump-sum payment set forth in Section 5(b), for a period of
twelve (12) months from the Date of Termination, the Company shall
pay the Officer monthly an amount equal to one twelfth (1/12) of a
total amount which, payable over such period in such installments,
would have a compounded future value equal to the amount of the lump-
sum payment set forth in Section 5(b).
6. No Obligation To Mitigate Damages; No Effect on Other
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Contractual Rights.
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(a) The Officer shall not be required to mitigate damages or
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 Officer as the result of employment by
another employer after the termination of the Officer's employment,
or otherwise.
(b) The provisions of this Agreement, and any payment
provided for hereunder, shall not reduce any amounts otherwise
payable, or in any way diminish the Officer's existing rights, or
rights which would accrue solely as a result of the passage of time,
under any Benefit Plan, Incentive Plan or Securities Plan, employment
agreement or other contract, plan or arrangement of the Company,
other than the Severance Compensation and Consulting Agreement
entered into as of September 13, 1988 between the Company and the
Officer, which agreement is superseded in its entirety by this
Agreement.
7. Successor to the Company.
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(a) The Company will require any successor or assign (whether
direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all the business and/or assets of the
Company, by agreement in form and substance satisfactory to the
Officer, expressly, absolutely and unconditionally to assume and
agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession or assignment had taken place. Any failure of the Company
to obtain such agreement prior to the effectiveness of any such
succession or assignment shall be a material breach of this Agreement
and shall entitle the Officer to terminate the Officer's employment
for Good Reason. As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor or assign to its
business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 7 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation
of law.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Officer's personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees
and legatees. If the Officer should die while any amounts are still
payable to the Officer hereunder, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this
Agreement to the Officer's devisee, legatee, or other designee or, if
there be no such designee to the Officer's estate.
8. Notice. For purposes of this Agreement, notices and all
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other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by United States registered mail, return receipt requested,
postage prepaid, as follows:
If to the Company:
Xxxxxx Drilling Company
0 Xxxx Xxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention of: Office
If to the Officer:
Officer
c/o Parker Drilling Company
0 Xxxx Xxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
or such other address as either party may have furnished to the other
in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be
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modified waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the Officer and the
Company. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall
be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Oklahoma.
10. Employment. The Officer agrees to be bound by the terms
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and conditions of this Agreement and to remain in the employ of the
Company during any period following any public announcement by any
person of any proposed transaction or transactions which, if
effected, would result in a Change in Control of the Company until a
Change in Control of the Company has taken place or, in the opinion
of the Board of Directors, such person has abandoned or terminated
its efforts to effect a Change in Control of the Company. Subject to
the foregoing, nothing contained in this Agreement shall impair or
interfere in any way with the right of the Officer to terminate the
Officer's employment or the right of the Company to terminate the
employment of the Officer with or without cause prior to a Change in
Control of the Company. Nothing contained in this Agreement shall be
construed as a contract of employment between the Company and the
Officer or as a right of the Officer to continue in the employ of the
Company or as a limitation of the right of the Company to discharge
the Officer with or without cause prior to a Change in Control of the
Company.
11. Validity. The invalidity or unenforceability of any
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provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall
remain in full force and effect.
12. Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed to be an original
but all of which together will constitute one and the same
instrument.
13. Release. Notwithstanding any other provision of this
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Agreement, payment of benefits under Section 4(b) and 5(b) hereof
shall be contingent upon the Officer's execution of a release, the
form of which shall be substantially the same as the form of release
executed by the Officer in favor of the Company concurrently with
this Agreement.
14. Laws Governing. This Agreement has been entered into in
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the State of Oklahoma, and shall be construed, interpreted and
governed in accordance with the laws of the State of Oklahoma.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
OFFICER XXXXXX DRILLING COMPANY
By: By:
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Name: Name: Xxxxxx X. Xxxxxx Xx.
Title: Title: President and Chief
Executive Officer
