EXHIBIT 4.02
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of August 6, 1999 between
Aetna Inc., a Connecticut corporation (the "Company") and The Prudential
Insurance Company of America, a New Jersey mutual life insurance company (the
"Shareholder").
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. The following terms, as used herein, have
the following meanings:
"1933 Act" means the Securities Act of 1933, as amended, and the rules
and regulations thereunder.
"1934 Act" means the Securities Exchange Act of 1934, as amended and
the rules and regulations thereunder.
"Asset Transfer and Acquisition Agreement" means the Asset Transfer and
Acquisition Agreement dated as of December 9, 1998 among the Shareholder, Pruco
Inc., the Company and Aetna Life Insurance Company, as amended.
"Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in either of the States of New Jersey or New York are
authorized by law to close.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the Company's Common Stock, par value $0.01
per share.
"Person" means an individual, a corporation, a partnership, limited
liability company, an association, a trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"Piggyback Registration" means a Piggyback Registration as defined in
Section 2.02.
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"Registrable Securities" means all shares of Common Stock issued to the
Shareholder upon the exercise of those Stock Appreciation Rights in respect of
shares of Common Stock of the Company granted on August 6, 1999.
"Shelf Registration Statement" means the Shelf Registration Statement
as defined in Section 2.01.
"Underwriter" means a securities dealer who purchases any Registrable
Securities as principal and not as part of such dealer's market-making
activities.
ARTICLE 2
REGISTRATION RIGHTS
SECTION 2.01. Shelf Registration. (a) The Company shall prepare and
file with the Commission a shelf registration statement (as amended and
supplemented from time to time, the "Shelf Registration Statement") relating to
the Registrable Securities in accordance with Rule 415 under the 1933 Act and
will use its best efforts to cause such Shelf Registration Statement to be
declared effective no later than the date which is six months from the Closing
Date (as defined in the Asset Transfer and Acquisition Agreement) and to keep
such Shelf Registration Statement continuously effective and in compliance with
the 1933 Act and usable for resale of such Registrable Securities, for a period
from the date on which the Commission declares such Shelf Registration Statement
effective until the first date upon which the aggregate amount of Registrable
Securities then owned by the Shareholder could be sold pursuant to Rule 144
under the 1933 Act within 15 trading days.
(b) If the aggregate proceeds from an offering of Registrable
Securities pursuant to the Shelf Registration Statement are expected to be more
than $100 million and if Shareholder so elects, such offering may be in the form
of an underwritten offering. Shareholder shall select the managing Underwriters
and any additional investment bankers and managers to be used in connection with
such offering; provided that such managing Underwriters and additional
investment bankers must be reasonably satisfactory to the Company.
SECTION 2.02. Piggyback Registration. If the Company proposes to file a
registration statement under the 1933 Act with respect to an offering of Common
Stock (i) for the Company's own account (other than a registration statement on
Form S-4 or S-8 (or any substitute form that may be adopted by the Commission))
or (ii) for the account of any of its holders of Common Stock, then the Company
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shall give written notice of such proposed filing to Shareholder as soon as
practicable (but in no event less than 10 days before the anticipated filing
date), and such notice shall offer Shareholder the opportunity to register such
number of shares of Registrable Securities as Shareholder may request on the
same terms and conditions as the Company's or such holder's Common Stock (a
"Piggyback Registration").
SECTION 2.03. Reduction of Offering. Notwithstanding anything contained
herein, if the managing Underwriter of an offering described in Section 2.02
delivers a written opinion to the Company that (i) the size of the offering that
Shareholder, the Company and any other Persons intend to make or (ii) the
combination of securities that Shareholder, the Company and such other Persons
intend to include in such offering are such that the success of the offering
would be materially and adversely affected, then (A) if the size of the offering
is the basis of such Underwriter's opinion, the amount of Registrable Securities
to be offered for the account of Shareholder shall be reduced to the extent
necessary to reduce the total amount of securities to be included in such
offering to the amount recommended by such managing Underwriter; provided that
in the case of a Piggyback Registration, if securities are being offered for the
account of Persons other than the Company, then the proportion by which the
amount of such Registrable Securities intended to be offered for the account of
Shareholder is reduced shall not exceed the proportion by which the amount of
such securities intended to be offered for the account of such other Persons is
reduced; and (B) if the combination of securities to be offered is the basis of
such Underwriter's opinion, (x) the Registrable Securities to be included in
such offering shall be reduced as described in clause (A) above (subject to the
proviso in clause (A)), and (y) if the actions described in sub-clause (x) of
this clause (B) would, in the judgment of the managing Underwriter, be
insufficient substantially to eliminate the adverse effect that inclusion of the
Registrable Securities requested to be included would have on such offering,
such Registrable Securities will be excluded from such offering.
ARTICLE 3
REGISTRATION PROCEDURES
SECTION 3.01. Filings; Information. In connection with the Shelf
Registration Statement pursuant to Section 2.01 hereof, the Company and
Shareholder agree as follows:
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(a) Shareholder will notify Company at least 10 days prior to making
any offer or sale of any Registrable Securities pursuant to the Shelf
Registration Statement. The Company shall be entitled, by notifying Shareholder
within 5 days of receiving the aforementioned notice from the Shareholder, to
postpone or suspend for a reasonable period of time (in no event to exceed 75
days) the offering of any Registrable Securities if the Company shall determine
in good faith that such offering will interfere with a pending or contemplated
financing, merger, sale or acquisition of assets, recapitalization or other
corporate action or policies of the Company. If the Company elects to so
postpone or suspend the offering of any Registrable Securities, the Company
shall, to the extent necessary, amend or supplement the Shelf Registration
Statement to permit the offering of Registrable Securities within 75 days of
receiving the aforementioned notice from the Shareholder.
(b) The Company will, if requested, prior to filing the Shelf
Registration Statement or any amendment or supplement thereto (but not including
any document incorporated by reference in the Shelf Registration Statement),
furnish to Shareholder and each applicable managing Underwriter, if any, without
charge, copies thereof, and thereafter furnish to Shareholder and each such
Underwriter, if any, without charge, such number of copies of such registration
statement, amendment and supplement thereto (including all exhibits thereto and
any document incorporated by reference in the Shelf Registration Statement) and
the prospectus included in such registration statement (including each
preliminary prospectus) as Shareholder or each such Underwriter may reasonably
request in order to facilitate the sale of the Registrable Securities.
(c) After the filing of the Shelf Registration Statement, the Company
will promptly notify Shareholder of any stop order issued or, to the Company's
knowledge, threatened to be issued by the Commission and use its best efforts to
prevent the entry of such stop order or to remove it if entered at the earliest
possible date.
(d) The Company will use its best efforts in cooperation with
Shareholder and the Underwriters or agents, as the case may be, to qualify the
Registrable Securities for offer and sale under such other securities or blue
sky laws of such jurisdictions in the United States as Shareholder reasonably
requests; provided that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph (d), (ii) subject itself to taxation
in any such jurisdiction or (iii) consent to general service of process in any
such jurisdiction.
(e) At any time when a prospectus relating to the sale of the
Registrable Securities is required by law to be delivered in connection with
sales by an
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Underwriter or dealer, the Company will as promptly as is practicable notify
Shareholder of the occurrence of any event requiring the preparation of a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading and
shall as promptly as practicable make available to Shareholder and to the
Underwriters any such supplement or amendment. Shareholder agrees that, upon
receipt of any notice from the Company of the occurrence of any event of the
kind described in the preceding sentence, Shareholder will forthwith discontinue
the offer and sale of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until receipt by Shareholder and
the Underwriters of the copies of such supplemented or amended prospectus and,
if so directed by the Company, Shareholder will deliver to the Company all
copies, other than permanent file copies then in Shareholder's possession, of
the most recent prospectus covering such Registrable Securities at the time of
receipt of such notice.
(f) The Company will deliver to Shareholder and each Underwriter or
agent participating in an offering pursuant to the Shelf Registration Statement,
without charge, as many copies of each preliminary prospectus as Shareholder or
such Underwriter or agent may reasonably request, and the Company hereby
consents to the use of such copies for purposes permitted by the 1933 Act. The
Company will deliver to Shareholder and each Underwriter or agent participating
in such offering, without charge, from time to time during the period when a
prospectus is required to be delivered under the 1933 Act, such number of copies
of such prospectus (as supplemented or amended) as Shareholder or such
Underwriter or agent may reasonably request.
(g) The Company will comply with the 1933 Act and the rules and
regulations of the Commission thereunder, and the 1934 Act and the rules and
regulations of the Commission thereunder so as to permit the completion of the
distribution of the Registrable Securities pursuant to the Shelf Registration
Statement in accordance with the intended method or methods of distribution
contemplated in the prospectus relating thereto.
(h) Upon the request of Shareholder or the managing Underwriter or
agent, as the case may be, or if required by the rules, regulations or
instructions applicable to the registration form used by the Company, or by the
1933 Act or by any other rules and regulations thereunder in connection with the
offering of Registrable Securities pursuant to the Shelf Registration Statement,
the Company will prepare a prospectus supplement that complies with the 1933 Act
and the
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rules and regulations of the Commission thereunder and that sets forth the
aggregate amount of the Registrable Securities being sold, the name or names of
any Underwriters or agents participating in the offering, the price at which the
Registrable Securities are to be sold, any discounts, commissions or other items
constituting compensation, and such other information as Shareholder or the
managing Underwriter or agent, as the case may be, and the Company deem
appropriate in connection with the offering of the Registrable Securities prior
to its being used or filed with the Commission.
(i) The Company may require the Shareholder to promptly furnish in
writing to the Company such information regarding the distribution of the
Registrable Securities as may be legally required in connection with such
registration.
(j) The Company will enter into customary agreements (including an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the sale of such
Registrable Securities.
(k) The Company will furnish to Shareholder and to each Underwriter a
signed counterpart, addressed to Shareholder or such Underwriter, of (i) an
opinion or opinions of counsel to the Company and (ii) a comfort letter or
comfort letters from the Company's independent public accountants, each in
customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as Shareholder or the managing
Underwriter reasonably requests.
(l) The Company will make generally available to its security holders,
as soon as reasonably practicable, an earnings statement covering a period of 12
months, beginning within three months after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act and the rules and regulations of the Commission
thereunder.
(m) The Company will use its reasonable efforts to cause all such
Registrable Securities to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
SECTION 3.02. Registration Expenses. In connection with the Shelf
Registration Statement and in connection with any Piggyback Registration, the
Company shall pay the following expenses incurred in connection with such
registration: (i) filing fees with the Commission, (ii) fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
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Registrable Securities), (iii) printing expenses, (iv) fees and expenses
incurred in connection with the listing of the Registrable Securities, (v) fees
and expenses of counsel and independent certified public accountants for the
Company and (vi) the reasonable fees and expenses of any additional experts
retained by the Company in connection with such registration. The Shareholder
shall pay any underwriting fees, discounts or commissions attributable to the
sale of Registrable Securities and any out-of-pocket expenses of Shareholder.
ARTICLE 4
INDEMNIFICATION AND CONTRIBUTION
SECTION 4.01. Indemnification by the Company. The Company agrees to
indemnify and hold harmless Shareholder, its officers and directors, and each
Person, if any, who controls Shareholder within the meaning of either Section 15
of the 1933 Act or Section 20 of the 1934 Act from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Securities (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information,
relating to Shareholder or the plan of distribution furnished in writing to the
Company by or on behalf of Shareholder expressly for use therein; provided that
the foregoing indemnity agreement with respect to any preliminary prospectus
shall not inure to the benefit of Shareholder if a copy of the most current
prospectus at the time of the delivery of the Registrable Securities was not
provided to purchaser and such current prospectus would have cured the defect
giving rise to such loss, claim, damage or liability and was in fact previously
furnished to the Shareholder and the managing Underwriters, if any, in
quantities sufficient to deliver the same to all such purchasers. The Company
also agrees to indemnify any Underwriters of the Registrable Securities, their
officers and directors and each person who controls such Underwriters on
substantially the same basis as that of the indemnification of Shareholder
provided in this Section 4.01.
SECTION 4.02. Indemnification by Shareholder. Shareholder agrees to
indemnify and hold harmless the Company, its officers and directors, and each
Person, if any, who controls the Company within the meaning of either Section 15
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of the 1933 Act or Section 20 of the 1934 Act to the same extent as the
foregoing indemnity from the Company to Shareholder, but only with reference to
information relating to Shareholder or the plan of distribution furnished in
writing by or on behalf of Shareholder expressly for use in any registration
statement or prospectus relating to the Registrable Securities (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus. Shareholder also agrees to indemnify and
hold harmless any Underwriters of the Registrable Securities, their officers and
directors and each person who controls such Underwriters on substantially the
same basis as that of the indemnification of the Company provided in this
Section 4.02.
SECTION 4.03. Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
Section 4.01 or Section 4.02, such Person (the "Indemnified Party") shall
promptly notify the Person against whom such indemnity may be sought (the
"Indemnifying Party") in writing; and the Indemnifying Party, upon the request
of the Indemnified Party, shall retain counsel reasonably satisfactory to such
Indemnified Party to represent such Indemnified Party and any others the
Indemnifying Party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnified Party and the Indemnifying Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
of attorneys (in addition to any local counsel) at any time for all such
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Indemnified
Parties, such firm shall be designated in writing by the Indemnified Parties.
The Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Parties from and against any loss
or liability (to the extent stated above) by reason of such settlement or
judgment.
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SECTION 4.04. Contribution. (a) If the indemnification provided for in
this Article 4 is unavailable to an Indemnified Party in respect of any losses,
claims, damages or liabilities referred to herein, then in lieu of such
indemnification (i) as between the Company, on the one hand, and Shareholder, on
the other hand, the Company and Shareholder shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity incurred by the Company and Shareholder, as incurred, in such
proportion as is appropriate to reflect the relative fault of the Company, on
the one hand, and of Shareholder, on the other hand, in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations and
(ii) as between the Company and Shareholder, on the one hand, and the
Underwriters or agents, on the other hand, the Company, Shareholder,
Underwriters and agents shall contribute to such aggregate losses, liabilities,
claims, damages and expenses in proportion such that (x) the Underwriters and
agents are responsible for that portion represented by the percentage that the
underwriting discounts and commissions for the offering appearing on the cover
page of the relevant prospectus (or, if not set forth on the cover page, that
are applicable to the relevant offering) bear to the initial public offering
price appearing on the cover page (or, if not set forth on the cover page, that
are applicable to the offering), and (y) Shareholder and the Company are
responsible to contribute pro rata, based upon the amount of net proceeds
realized by each, in respect of the balance.
(b) The relative fault of the Company on the one hand and Shareholder
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by Shareholder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
(c) The Company and Shareholder agree that it would not be just and
equitable if contribution pursuant to this Section 4.04 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in Section 4.04 (a). The amount paid
or payable by an Indemnified Party as a result of the losses, claims, damages or
liabilities referred to in Section 4.04(a) shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this Article 4, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or
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alleged untrue statement or omission or alleged omission, and Shareholder shall
not be required to contribute any amount in excess of the amount by which the
net proceeds of the offering (before deducting expenses) received by Shareholder
exceeds the amount of any damages which Shareholder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Participation in Underwritten Registrations. No Person
may participate in any underwritten registered offering contemplated hereunder
unless such Person (a) agrees to sell its securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements or this Agreement.
SECTION 5.02. Rule 144. The Company covenants that it will file any
reports required to be filed by it under the 1933 Act and the 1934 Act and that
it will take such further action as Shareholder may reasonably request to the
extent required from time to time to enable Shareholder to sell Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by Rule 144 under the 1933 Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the
Commission. Upon the request of Shareholder, the Company will deliver to
Shareholder a written statement as to whether it has complied with such
reporting requirements.
SECTION 5.03. Transfer of Registration Rights. None of the rights of
Shareholder under this Agreement shall be assignable by Shareholder except as
provided in Section 5.06 hereof.
SECTION 5.04. Notices. All notices, requests and other communications
to either party hereunder shall be in writing (including telecopy or similar
writing) and shall be given,
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if to the Company, to:
Aetna Inc.
000 Xxxxxxxxxx Xxxxxx, XX00
Xxxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx, Xx.
with a copy to:
Aetna Inc.
Office of the Corporate Secretary
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
and
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
if to Shareholder, to:
The Prudential Insurance Company of America
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Corporate Secretary
with a copy to:
The Prudential Insurance Company of America
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Xx.
Enterprise Planning Unit
and
The Prudential Insurance Company of America
Xxxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Law Department
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and
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, Esq.
or such other address or telecopier number as such party may hereafter specify
for the purpose by notice to the other party hereto. Each such notice, request
or other communication shall be effective when delivered at the address
specified in this Section 5.05.
SECTION 5.05. Amendments; No Waivers. (a) Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by Shareholder and the
Company, or in the case of a waiver, by the party against whom the waiver is to
be effective.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or future exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 5.06. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns (it being understood that the rights of
Shareholder hereunder may be assigned only to a successor corporation or any
wholly-owned subsidiary of Shareholder; provided, that no such assignment shall
relieve Shareholder of its obligations hereunder). Neither this Agreement nor
any provision hereof is intended to confer upon any Person other than the
parties hereto and their respective successors and permitted assigns any rights
or remedies hereunder.
SECTION 5.07. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
a counterpart hereof signed by the other party hereto.
SECTION 5.08. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings and negotiations, both written
and
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oral, between the parties with respect thereto. No representation, inducement,
promise, understanding, condition or warranty not set forth herein or therein
has been made or relied upon by any of the parties hereto.
SECTION 5.09. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to the conflicts of law rules of such state.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
AETNA INC.
/s/ Xxxx X. Xxxxx
---------------------------------------
By: Name: Xxxx X. Xxxxx
Title: Vice President for Strategy
and Finance
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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