SEPARATION AGREEMENT
Exhibit 10.1
Execution Copy
THIS SEPARATION AGREEMENT (“Agreement”) is executed as of August 4, 2010, by and between Xxxx
X. Xxxxxx (“Xxxxxx”) and PHH Corporation (the “Company”).
WHEREAS, Xxxxxx and the Company agreed that it would be in their mutual best interests for
Xxxxxx’x employment with the Company to cease and he no longer serve as Executive Vice President,
Mortgage of the Company or President and Chief Executive Officer of PHH Mortgage Corporation,
effective as of May 14, 2010 (the “Termination Date”);
WHEREAS, during Xxxxxx’x employment with the Company he was given access to the Company’s
confidential, proprietary and trade secret information and the Company’s employees, customers and
contacts; and
WHEREAS, the parties desire to provide for certain payments and benefits as consideration for
Xxxxxx’x agreement to certain restrictive covenants and his execution of a general release of
claims.
NOW THEREFORE, intending to be legally bound hereby, the Company and Xxxxxx agree as follows:
Last Day of Employment
Xxxxxx’x employment with the Company and any of its subsidiaries and affiliates is hereby
terminated on the Termination Date.
Release and Covenant Not to Xxx.
In consideration for the benefits and payments specified in this Agreement, Xxxxxx hereby
fully and forever releases and discharges the Company and each of its subsidiaries and affiliates,
and all of their predecessors and successors, assigns, officers, directors, trustees, employees,
agents and attorneys, past and present (“Releasees”) of and from any and all claims, demands,
liens, agreements, contracts, covenants, actions, suits, causes of action, obligations,
controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind
or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising
through the date of this Agreement, out of Xxxxxx’x employment with the Company or any Releasee,
including the termination thereof. By this paragraph Xxxxxx waives any claims which Xxxxxx has or
may have against Releasees, or any of them. This includes all rights and obligations under any
federal, state or local laws or ordinances pertaining to employment, including but not limited to
any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C.
§621 et seq., or any other federal, state or local statute, ordinance or regulation regarding
discrimination in employment, all claims for wrongful discharge, all claims that Releasees, or any
of them, dealt unfairly with Xxxxxx, in bad faith or in
violation of any contract or agreement, expressed or implied, that may have existed between
Releasees, or any of them, and Xxxxxx, and all claims against Releasees, or any of them, for
assault, battery, personal injury, emotional distress, pain and suffering.
Xxxxxx expressly represents that he has not filed a lawsuit or initiated any other
administrative proceeding against Releasees, or any of them, and that he has not assigned any claim
against the Releasees, or any of them, Xxxxxx further promises not to initiate a lawsuit or to
bring any other claim against Releasees, or any of them, arising out of or in any way related to
Xxxxxx’x employment by the Company or any Releasee, including the termination of that employment.
This Agreement will not prevent Xxxxxx from filing a charge with the Equal Employment Opportunity
Commission (or similar state agency) or participating in any investigation conducted by the Equal
Employment Opportunity Commission (or similar state agency); provided, however, that any claims by
Xxxxxx for personal relief in connection with such a charge or investigation (such as reinstatement
or monetary damages) would be barred by this Agreement.
The foregoing will not be deemed to release the Company from any of the following claims,
entitlements or rights of Xxxxxx for or to:
| 1. | Claims or actions brought, in good faith, solely to enforce or clarify the promises, rights, entitlements, obligations, and benefits provided in this Agreement; | ||
| 2. | Vested benefits under retirement plans sponsored by the Company in which Xxxxxx is a participant, based on services performed prior to the Termination Date; | ||
| 3. | Rights to convert coverage under an existing life insurance policy provided by the Company, subject to the conversion rights of such policy; | ||
| 4. | Coverage, if any, under any policy of liability or directors and officers liability insurance for matters subject to said policies for activities arising out of or in any way related to Xxxxxx’x employment prior to the Termination Date; | ||
| 5. | Any right to indemnification or cost of defense from or by the Company pursuant to the Company’s by-laws or charter, or duly adopted resolution of the Company’s Board of Directors for activities and actions by Xxxxxx as an agent, officer, or employee of the Company, prior to the Termination Date; | ||
| 6. | Earned wages and compensation, accrued vacation and accrued fringe benefits, or reimbursement for authorized expenses acquired or incurred before the Termination Date; and | ||
| 7. | Any counterclaims in connection with a lawsuit or administrative proceeding in which the Company, its successors, assigns or subrogees seek legal or equitable relief from Xxxxxx provided such counterclaim (i) arises out of the transaction or occurrence that is the subject matter of the claim raised by the Company in such lawsuit or proceeding, (ii) does not require for adjudication the joinder or presence of third parties, and (iii) does not relate to or arise out of the termination |
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| of Xxxxxx’x employment or involve any claim for compensation or benefits for services rendered to the Company. |
Rescission Right.
Xxxxxx expressly acknowledges and recites that (a) he has read and understands the terms of
this Agreement in its entirety, (b) he has entered into this Agreement knowingly and voluntarily,
without any duress or coercion; (c) he has been advised orally and is hereby advised in writing to
consult with an attorney with respect to this Agreement before signing it; (d) he was provided
twenty-one (21) calendar days after the receipt of this Agreement to consider its terms before
signing it; and (e) he has seven (7) calendar days from the date of signing to terminate and revoke
this Agreement in which case this Agreement will be unenforceable, null and void. Xxxxxx may
revoke this Agreement during those seven (7) days by providing written notice of revocation to the
Company. The revocation must be delivered to the General Counsel of PHH Corporation, 0000
Xxxxxxxxxx Xxxx, Mail Stop LGL, Xx. Xxxxxx, XX 00000.
Consideration.
In consideration of Xxxxxx’x execution of and failure to revoke this Agreement contained, and
his continued compliance with the terms and conditions of this Agreement, the Company agrees to pay
or provide the following payments and benefits:
(a) Pay to Xxxxxx, as severance, four hundred twenty-four thousand thirty nine dollars
($424,039) (the “Severance Amount”). The Severance Amount shall be paid in bi-weekly installments
in accordance with the Company’s normal payroll practices, commencing on the Termination Date and
ending on June 30, 2011 (the “Severance Period”), provided that no payment shall be made to Xxxxxx
unless and until Xxxxxx has signed this Agreement and it has become irrevocable. The payments
scheduled to be paid after the Termination Date and before this Agreement becomes irrevocable will
not be paid until the first pay date after the date that the Agreement becomes irrevocable.
(b) Pay to Xxxxxx the annual cash bonus for calendar year 2010 in an amount equal to the bonus
Xxxxxx would have received, if any, based on actual performance of the Company in accordance with
the 2010 Management Incentive Plan. The bonus will be paid to Xxxxxx at the same time bonuses are
payable to corporate employees, but no later than March 15 after the end of the 2010 performance
year. Determination of Xxxxxx’x bonus payout will be based solely on the actual performance of the
Company in accordance with the 2010 Management Incentive Plan. There will be no reduction in the
bonus payout related to individual MBO targets.
(c) Allow Xxxxxx to continue to vest in any outstanding options or restricted stock units that
have been awarded to Xxxxxx under the PHH Corporation Amended and Restated 2005 Equity and
Incentive Plan (the “Equity Plan”), subject to the terms and conditions of the Equity Plan and any
applicable award agreement, on the same basis and at the same time as such awards would have vested
had Xxxxxx remained in the employ of the Company through June 30, 2011. Xxxxxx will have the right
to exercise the portion of any option that is vested and unexercised as of the Termination Date in
accordance with the terms of the applicable option
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agreement. Xxxxxx may also exercise any option which vests after the Termination Date
pursuant to this Agreement for a period extending not beyond the period that vested options as of
the Termination Date could have been exercised under the applicable option agreement.
(d) Reimburse Xxxxxx for COBRA continuation coverage under the Company’s group health plan, if
elected by Xxxxxx and his eligible dependents, for the period commencing upon his Termination Date
and ending on the earlier to occur of the date he becomes covered under another group health plan
or until June 30, 2011.
(e) On July 1, 2011, the Company will pay to Xxxxxx a lump sum cash payment equal to one
hundred eighty-seven thousand and five hundred dollars ($187,500.00); provided that Xxxxxx has
complied with the terms of this Agreement through that date.
(f) Provide Xxxxxx reasonable outplacement services for up to thirteen (13) months beginning
on the Termination Date. Such services shall be provided by the Company’s provider, Right
Management.
(g) Transfer to Xxxxxx, as soon as practicable following the date this Agreement becomes
irrevocable, but in no event later than 90 days from the date hereof, ownership of the car
currently provided to him by the Company.
(h) Provide Xxxxxx with financial planning and tax services, if elected by Xxxxxx, for up to
six months and an amount not to exceed $5000 beginning on the Termination Date. Such services
shall be provided by the Company’s provider, Ayco.
None of the foregoing payments or benefits will be made or provided if this Agreement has not
become irrevocable within 90 days after the Termination Date. Payment and provision of the
foregoing benefits are conditioned on Xxxxxx’x continued compliance with this Agreement.
All amounts paid and property transferred under this Agreement shall be subject to applicable
withholdings for federal, state, and local taxes.
Xxxxxx acknowledges that: (A) the payments and benefits set forth in this Agreement
constitute full settlement of all his rights arising out of his employment with the Company except
to matters specifically preserved herein, (B) he has no entitlement under any other severance or
similar arrangement maintained by the Company, and (C) except as otherwise provided specifically in
this Agreement, the Company does not and will not have any other liability or obligation to Xxxxxx.
Xxxxxx further acknowledges that, in the absence of his execution of this Agreement, benefits and
payments specified in the “Consideration” section of this Agreement would not otherwise be due to
Xxxxxx.
No Mitigation or Off-Set
Xxxxxx is under no obligation to seek other employment and unless otherwise set forth in this
Agreement there shall be no offset against amounts or benefits due to Xxxxxx under this Agreement
as a result of any compensation that Xxxxxx may earn in connection with future employment.
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Covenants Not to Compete
In further consideration for the benefits and payments set forth in this Agreement, Xxxxxx
agrees that, during the Restriction Period (as defined below), Xxxxxx shall not compete with the
Company or any of its subsidiaries or affiliates (the “PHH Group”), as set forth below:
| 1. | Xxxxxx agrees that he will not, directly or indirectly, as an individual on Xxxxxx’x own account, or as an independent contractor, employee, consultant, agent, partner, member, joint venturer or otherwise, provide any service or assistance, in any capacity or function to any business engaged in any of the businesses of or services provided by the PHH Group as of the Termination Date (other than PHH Vehicle Management Services Group LLC and its subsidiaries and related affiliates) (the “PHH Mortgage Group”) and in particular businesses in the mortgage origination and/or mortgage servicing industries, including without limitation: SunTrust; Xxxxx Fargo; Xxxxx Fargo Home Mortgage; Bank of America Mortgage; Chase Home Finance; Nexstar Financial; CitiMortgage, Inc.; GMAC Residential Holdings; SunTrust Mortgage, Inc.; MetLife Bank; Quicken Loans, Inc.; CTX Mortgage; Branch Banking & Trust Co.; Pulte Mortgage; AmSouth Mortgage; Fifth Third Mortgage; U.S. Bank Home Mortgage; Citizens Mortgage Corporation; and any successors that are created by merger, consolidation or any other similar transaction involving any of the foregoing. Notwithstanding the foregoing, Xxxxxx may provide services to regulatory bodies, governmental agencies, mortgage loan guarantors, mortgage backed securities guarantors, entities engaged in the investment in mortgage loan products or mortgage securities, and mortgage insurance companies, including but not limited to, Xxxxxx Mae, Xxxxxxx Mac, Real Estate Investment Trusts (REIT) and their advisors, provided, however, that none of these entities is also engaged in any of the businesses of or services subject to this covenant not to compete. | ||
| 2. | Xxxxxx acknowledges that the PHH Mortgage Group’s businesses are conducted nationally and agrees that the restrictions herein shall operate throughout the United States. Nothing herein shall prohibit Xxxxxx from being a passive owner of not more than five percent (5%) of the outstanding securities of any publicly traded company that would be a competing company as described in section 1 above, so long as Xxxxxx has no active participation in the business of such company. | ||
| 3. | Xxxxxx agrees that he will not, directly or indirectly, on his own behalf or on behalf of any third party, solicit, induce or encourage, during the Restriction Period any person who was employed by the PHH Group on the Termination Date, and/or any person who was employed by the PHH Group at any time during the twelve-month period immediately preceding the Termination Date, to terminate their employment with the PHH Group. | ||
| 4. | Xxxxxx agrees that he will not, directly or indirectly, on his own behalf or on behalf of any third party, during the Restriction Period, call on, or solicit any person or entity who was a customer or client, of PHH Mortgage Group at any time during the twelve-month period immediately preceding the Termination Date |
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| for any purpose which directly or indirectly competes with the business of the PHH Mortgage Group. |
Xxxxxx agrees and acknowledges that the promises and covenants not to compete set forth above
each have a unique, very substantial and immeasurable value to the PHH Group, that the PHH Group is
engaged in a highly competitive industry, and that Xxxxxx is receiving significant consideration in
exchange for these promises and covenants. Xxxxxx acknowledges that the promises and covenants set
forth above are necessary for the reasonable and proper protection of the PHH Group’s legitimate
business interests; and that each and every promise and covenant is reasonable with respect to
activities restricted, geographic scope and length of time.
The “Restriction Period” for purposes of these “Covenants Not to Compete” shall start on the
Termination Date and end on the last day of the Severance Period.
Confidential Information
Xxxxxx acknowledges that as part of his employment with the PHH Group, he had access to
information that was not generally disclosed or made available to the public. Xxxxxx recognizes
that in order to guard the legitimate interests of the PHH Group, it is necessary for it to protect
all confidential information. Xxxxxx agrees to keep secret all non-public, confidential and/or
proprietary information, matters and materials of the PHH Group, and personal confidential or
otherwise proprietary information regarding the PHH Group’s employees, executives, directors or
consultants affiliated with the PHH Group, including, but not limited to, documents, materials or
information regarding, concerning or related to the PHH Group’s research and development, its
business relationships, corporate structure, financial information, financial dealings, fees,
charges, personnel, methods, trade secrets, systems, procedures, manuals, confidential reports,
clients or potential clients, financial information, business and strategic plans, proprietary
information regarding its financial or other business arrangements with the executives, sales
representatives, editors and other professionals with which it works, software programs and codes,
access codes, and other similar materials or information, as well as all other information relating
to the business of the PHH Group which is not generally known to the public or within the fleet
management and/or mortgage industries or any other industry or trade in which the PHH Group
competes (collectively, “Confidential Information”), to which Xxxxxx has had or may have access and
shall not use or disclose such Confidential Information to any person except (a) to the extent
required by applicable law, (b) to his personal advisors, to the extent such advisors agree to be
bound by this provision, or (c) to the minimum necessary to enforce this Agreement. This
obligation is understood to be in addition to any agreements Xxxxxx may have signed with the PHH
Group or any of its subsidiaries or affiliates concerning confidentiality and non-disclosure,
non-competition, non-solicitation, and assignment of inventions or other intellectual property
developments, which agreements will remain in full force and effect.
Non-Disparagement.
Xxxxxx will not disparage or defame, through verbal or written statements or otherwise, the
PHH Group or any of its members, directors, officers, agents or employees or otherwise take any
action which could reasonably be expected to adversely affect the reputation, business
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practices, good will, products and services of the PHH Group or the personal or professional
reputation of any of the PHH Group’s members, directors, officers, agents or employees.
The Company, in its official capacity, will direct its officers not disparage or defame,
through verbal or written statements or otherwise, Xxxxxx or otherwise take any action which could
reasonably be expected to adversely affect Xxxxxx’x reputation.
Enforcement of Restrictive Covenants.
Xxxxxx agrees and acknowledges that in the event of a breach or threatened breach by Xxxxxx of
one or more of the covenants and promises described above in “Covenants Not to Compete,”
“Confidential Information,” and “Non Disparagement,” the PHH Group will suffer irreparable harm
that is not compensable solely by damages. In such event, if Xxxxxx were not to immediately cure
the alleged breach upon notice from the Company, the Company shall have the right to suspend making
any further payments to Xxxxxx under the terms of this Agreement pending disposition of the matter
pursuant to the Arbitration provisions of this Agreement. Further, if there is a finding pursuant
to Arbitration under this Agreement that Xxxxxx had in fact breached one or more of the covenants
and promised described above in “Covenants Not to Compete,” “Confidential Information,” and “Non
Disparagement,” under such circumstances, no further payments, rights or benefits provided under
the “Consideration” section of this Agreement would be due to Xxxxxx, and Xxxxxx would be
obligated, within thirty (30) days of such finding, to repay to the Company the amounts described
under “Consideration” paid to him in cash and upon payment or exercise of equity awards that would
have terminated or not become vested without operation of the provisions in “Consideration” above.
The Company and any other member of the PHH Group will, in addition to the remedies provided in
this Agreement, be entitled to avail itself of all such other remedies as may now or hereafter
exist at law or in equity for compensation and for the specific enforcement of the covenants in
this Agreement. Resort to any remedy provided for in this Agreement or provided for by law will not
prevent the concurrent or subsequent employment of any other appropriate remedy or remedies or
preclude the Company or PHH Group’s recovery of monetary damages and compensation.
Cooperation.
Xxxxxx further agrees that, subject to reimbursement of his reasonable expenses, he will
cooperate fully with the Company and any of its subsidiaries and affiliates and their counsel with
respect to any matter (including any pending or future litigation, investigations, or governmental
proceedings) which relates to matters with which Xxxxxx was involved during his employment with the
Company. Xxxxxx will render such cooperation in a timely manner upon reasonable notice from the
Company.
Challenge.
If Xxxxxx violates or successfully challenges the enforceability of any provisions of this
Agreement, no further payments, rights or benefits provided under the “Consideration” section this
Agreement will be due to Xxxxxx. However, Xxxxxx may seek clarification from the Company of his
rights and obligations under this Agreement, and, if a dispute remains after seeking clarification,
Xxxxxx may raise a dispute regarding his rights under this Agreement pursuant to the Arbitration
provisions of this Agreement.
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Arbitration.
Any and all disputes arising under this Agreement or out of Xxxxxx’x employment with the
Company will be resolved exclusively by arbitration administered exclusively in New Jersey by JAMS,
pursuant to its then-prevailing Employment Arbitration Rules & Procedures, before an arbitrator or
arbitrators whose decision shall be final, binding and conclusive on the parties, and judgment on
the award may be entered in any court having jurisdiction. The Company shall bear any and all
costs of the arbitration process, excluding any attorneys’ fees incurred by Xxxxxx with regard to
such arbitration. Xxxxxx and the Company further acknowledge and agree that, due to the nature of
the confidential information, trade secrets, and intellectual property belonging to the PHH Group
to which Xxxxxx has been given access, and the likelihood of significant harm that the PHH Group
would suffer in the event that such information was disclosed to third parties, nothing in this
paragraph shall preclude the Company or any other member of the PHH Group from seeking declaratory
or injunctive relief to prevent Xxxxxx from violating, or threatening to violate, the terms under
the “Covenants Not to Compete,” “Confidential Information” and “Non-Disparagement” sections of this
Agreement. The exclusive forum for any action seeking declaratory or injunctive relief under this
Agreement shall be the state and federal courts sitting in the state of New Jersey and each party
to this Agreement consents to the exercise of personal jurisdiction and venue by such courts.
Acknowledgment (initial below):
Company:
Xxxxxx:
Miscellaneous.
No Admission of Liability. This Agreement is not to be construed as an admission of
any violation of any federal, state or local statute, ordinance or regulation or of any duty owed
by the Company or any other person to Xxxxxx, or by Xxxxxx or any other person to the Company.
There have been no such violations, and both the Company and Xxxxxx specifically deny any such
violations.
Absence of Reliance. Xxxxxx acknowledges that in agreeing to this Agreement, he has
not relied in any way upon representations or statements of the Company other than those
representations or statements set forth in this Agreement.
No Reinstatement. Xxxxxx agrees that he will not apply for reinstatement with the
Company or any other member of the PHH Group or seek in any way to be reinstated, reemployed or
hired by the Company or any other member of the PHH Group in the future.
Section Headings. The section headings are solely for convenience of reference and
shall not in any way affect the interpretation of this Agreement.
Notice: All notices, requests, demands and other communications made or given in
connection with this Agreement shall be in writing and shall be deemed to have been duly given (a)
if hand delivered, at the same time delivered, or (b) at the time shown on the return receipt if
mailed in a certified postage prepaid envelope (return receipt requested) addressed to the
respective parties as follows:
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If to PHH Corporation:
If to Xxxxxx:
Xx. Xxxx Xxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
or to such other address as the party to whom notice is to be given may have previously furnished
to the other party in writing in the manner set forth above.
409A Compliance: The payments and benefits provided under this Agreement will not be
paid or provided to Xxxxxx until six months and one day following the Termination Date, to the
extent necessary to avoid the imposition of additional tax under Section 409A of the Internal
Revenue Code and the Treasury Regulations thereunder (“Section 409A”). All such payments and
benefits that would otherwise have been paid or provided prior to six months and one day following
the Termination Date shall accrue and be paid in one lump sum or provided, as applicable, on such
date; provided, however, that benefits and payments under this Agreement may be made prior to such
date to the extent that the payments and benefits under “Consideration” in this Agreement are not
subject to the 6 month delay in payment described in Section 409A due to application of the
exemptions in Treasury Regulation Section 1.409A-1(b)(9)(iii) (the “two times, two year rule”),
Treasury Regulation Section 1.409A-1(b)(4) (the “short-term deferral rule”), Treasury Regulation
Section 1.409A- 1(b)(9)(v)(B) (medical benefits), and Treasury Regulation Section
1.409A-1(b)(9)(v)(A) (outplacement services).
For purposes of Section 409A, the right to a series of installment payments under this
Agreement shall be treated as a right to a series of separate payments. “Termination of
employment,” or words of similar import, as used in this Agreement means, for purposes of any
payments under this Agreement that are payments of deferred compensation subject to Section 409A,
Xxxxxx’x “separation from service” as defined in Section 409A.
With respect to any reimbursement of expenses of, or any provision of in-kind benefits to,
Xxxxxx, as specified under this Agreement, such reimbursement of expenses or provision of in-kind
benefits shall be subject to the following conditions to the extent necessary to avoid the
imposition of additional tax under Section 409A: (1) the expenses eligible for reimbursement or the
amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for
reimbursement or the amount of in-kind benefits provided in any other taxable year; (2) the
reimbursement of an eligible expense shall be made no later than the end of the year after the year
in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall
not be subject to liquidation or exchange for another benefit.
Successors and Assigns. This Agreement will inure to the benefit of and be binding
upon the Company and Xxxxxx and their respective successors, executors, administrators and heirs.
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Xxxxxx may not make any assignment of this Agreement or any interest herein, by operation of
law or otherwise. The Company may assign this Agreement to any successor to all or substantially
all of its assets and business by means of liquidation, dissolution, merger, consolidation,
transfer of assets, or otherwise.
Severability. Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law. However, if any provision of
this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability will be modified or reformed to the extent necessary to bring the
provision into compliance with applicable law and then enforced as reformed or modified.
Entire Agreement; Amendments. Except as otherwise provided herein, this Agreement
contains the entire agreement and understanding of the parties hereto relating to the subject
matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and
understandings of every nature relating to the subject matter hereof. This Agreement may not be
changed or modified, except by an agreement in writing signed by each of the parties hereto.
Governing Law. This Agreement will be governed by, and enforced in accordance with,
the laws of the State of New Jersey without regard to the application of the principles of
conflicts of laws.
Counterparts and Facsimiles. This Agreement may be executed, including execution by
facsimile signature, in multiple counterparts, each of which will be deemed an original, and all of
which together will be deemed to be one and the same instrument.
[signature page to follow]
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IN WITNESS WHEREOF, Xxxxxx and the Company have executed this Agreement as of the date first
above written.
| /s/ Xxxx X. Xxxxxx | ||||
| Xxxx X. Xxxxxx | ||||
| PHH CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | President and Chief Executive Officer | |||
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