Exhibit 10.12
EMPLOYMENT AGREEMENT
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AGREEMENT by and between Log On America, Inc., a Delaware corporation (the
"Company"), and Xxxxxxx X. Xxxxxx (the "Executive"), dated as of the 30th day of
December 1999.
1. Employment Period. (a) The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to remain in the employ of the
Company, pursuant to the terms and conditions set forth in this Agreement, for
the period commencing January 10, 2000 (the "Commencement Date") and ending on
the second anniversary of the Commencement Date (the "Employment Period"),
unless the Executive's employment terminates earlier pursuant to Section 4 of
this Agreement.
(b) The contract shall be automatically extended for successive one (1)
year periods unless either party gives one hundred and twenty (120) days advance
written notice prior to the end of the original Employment Period or any
extension thereof.
2. Position and Duties.
(a) During the Employment Period, the Executive shall be employed as the
Chief Operating Officer ("COO") of the Company. In addition, the Executive shall
be nominated to the Board of Directors of the Company. The Executive shall have
such powers and perform such duties as are customary for a COO at the Company
and from the Commencement Date shall report solely to the Chief Executive
Officer ("CEO") and the Board of Directors, or an executive committee thereof at
the Board of Director's direction. Executive's job description is attached
hereto as Exhibit A.
(b) During the Employment Period, and excluding any periods of vacation,
holiday, personal leave and sick leave to which the Executive is entitled, the
Executive shall devote the Executive's full business time, attention and ability
to the business and affairs of the Company
and shall use the Executive's best efforts to carry out the Executive's
responsibilities faithfully and efficiently in a professional manner. It shall
not be considered a violation of the foregoing for the Executive to (a) serve on
corporate or civic boards approved in writing by the Company (which approval
shall not be unreasonably withheld) or on charitable boards of committees, (b)
deliver lectures or fulfill speaking engagements and (c) manage personal
investments so long as the activities referred to in clauses (a) through (c)
above do not substantially interfere with the performance of the Executive's
responsibilities as COO of the Company in accordance with this Agreement.
(c) The Executive's primary office shall be located in Providence;
provided, that the Executive's primary office may be relocated in connection
with the relocation of the Company's headquarters within Massachusetts,
Connecticut, New Jersey, New York or Pennsylvania, subject to reimbursement for
all of Executive's reasonable and approved expenses in connection with any move
he is required to make. In addition, the Executive shall be reimbursed for all
reasonable moving expenses, approved in writing, in connection with his
relocation from Pennsylvania to Rhode Island, including all living expenses and
travel costs from period January 10, 2000 to date of relocation but no later
than July 10, 2000.
3. Compensation
(a) Base Salary. During the first year of the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary") of
$200,000, payable pursuant to the Company's normal payroll practices. Effective
as of the first anniversary date of Employment and each succeeding anniversary
date, the Annual Base Salary then in effect shall be reviewed by the
Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee") and increased (but not decreased) in its sole
discretion based upon the performance of the Executive and the Company and the
base salary (and raises) paid by the Company to the CFO and similarly situated
senior executives of the Company (the "peer senior executives").
(b) Annual Bonus. For each fiscal year or part thereof the Company during
the Employment Period, if the target performance goals communicated by the CEO
to the
Executive for the Company's fiscal year are met, which goals for the first
fiscal year are set forth in Exhibit B attached hereto, the Executive's annual
target bonus shall be equal to 60% of the Annual Base Salary paid during such
fiscal year (the "Target Bonus") and shall be reduced in accordance with an
appropriate payout curve (established annually by the Compensation Committee
after consultation with the Executive) if such target performance goals are not
met, which payout curve for the first fiscal year is set forth in Exhibit C
attached hereto. After the first full fiscal year of the Company, the
Executive's Target Bonus shall be reviewed and set by the Compensation Committee
in light of attainable performance goals and in accordance with the principles
set forth in Section 3 (a) above for salary increases.
The Executive shall receive on the Commencement Date a sign on bonus of
$50,000 which shall be returned to the Company on a ratable basis of the
Executive's employment is terminated upon death, Disability or without good
reason, as those latter terms are hereinafter defined, within the first twelve
(12) months of the Employment Term and in full if the Executive's employment is
terminated for "Cause" or without "Good Reason," as those terms are hereinafter
defined, within the first eighteen (18) months of the Employment Term.
(c) Benefit Plans. The Executive shall be treated in the same manner as,
and shall be entitled to such benefits and other perquisites and terms and
conditions of employment no less favorable than those provided to the CFO and
other peer senior executives as determined by the Compensation Committee.
(d) Long-Term Incentives. (i) The Executive shall receive an initial grant
of a Company stock option to purchase 125,000 shares of Company common stock,
subject to Rule 144 of the Securities and Exchange act, as amended (the "Act")
on the Commencement Date ("Initial Option Grant"). The purchase price shall be
equal to the mean between the open and closing price of the common stock less
$5.00 either on the Commencement Date or on any day between December 9, 1999 and
the Commencement Date, whichever purchase price is lower. Such Initial Option
Grant shall vest as follows:
(A) 50,000 shares of such grant shall vest immediately;
(B) 37,500 shares of such grant shall vest on the first anniversary of the
Commencement Date; and
(C) 37,500 shares shall vest on the second anniversary of the Commencement
Date.
(ii) On first and second anniversaries of the Commencement Date, the
Company shall make additional option grants commensurate with that of the CFO
and other peer senior executives ("Additional Option Grants"); provided,
however, that each grant shall not be less than 75,000 shares, restricted by
Rule 144 of the Act, at a purchase price equal to the then fair market value of
the Company's common stock on either the date of grant or a date between
December 9, 1999 and the Commencement Date less $5.00 per share, whichever is
lower. Such Additional Option Grants shall vest in the same time manner as
provided above for the Initial Option Grant unless the Compensation Committee
shall provide a shorter vesting period.
Each grant of stock options shall be designated as incentive stock options
to the maximum extent permitted by the Internal Revenue Code of 1986, as
amended, and the Company's Stock Option Plan, dated January 4, 1999, and the
remainder shall be designated as non-qualified stock option.
(e) Expenses. During the Employment Period, the Executive shall be entitled
to receive reimbursement for all reasonable business expenses incurred by the
Executive in carrying out the Executive's duties under this Agreement in
accordance with the policies of the Company, provided that the Executive
complies with the policies of the Company for submission of expense reports,
receipts, or similar documentation of such expenses as promulgated from time to
time by the Company's Human Resources Department for the CFO and other peer
senior executives.
(f) Vacation. During the Employment Period, the Executive shall be entitled
to paid vacation equal to that of the Executive's peer senior executives as set
by the Compensation Committee from time to time.
4. Termination of Employment.
(a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. The
Executive's employment under this Agreement shall terminate for "Disability" if,
during the Employment Term,
Executive, in the reasonable and good faith judgment of the Compensation
Committee, has failed to perform his duties under this Agreement on account of
illness or physical or mental incapacity, and such illness or incapacity
continues for a period of more than six (6) consecutive months.
(b) By the Company. The Company may terminate the Executive's employment
during the Employment Period for Cause or without Cause. For purposes of this
Agreement, "Cause" shall mean the Executive's (i) conviction of or plea of nolo
contendere to a felony involving moral turpitude; (ii) willful misconduct or
dishonesty towards, fraud upon, or deliberate injury or attempted injury to
Company; (iii) repeated failure to undertake communicated directives on business
matters despite written instruction to do so by the Board of Directors and/or
the CEO of the Company; and/or (iv) any willful material breach of this
Agreement which has resulted in material injury to the Company.
Notwithstanding the foregoing, the Executive shall not be deemed to have
been terminated for Cause without (a) no less than ten (10) days prior written
notice to the Executive setting forth the reasons for the Company's intention to
terminate for Cause, (b) an opportunity for the Executive to be heard (together
with comments of counsel) before the Board of Directors of the Company and (c)
delivery to the Executive of a notice of termination from the Board of Directors
of the Company stating its opinion that the Executive was guilty of the conduct
set forth above and specifying the particulars thereof.
(c) Good Reason. The Executive may terminate employment for Good Reason.
"Good Reason" means, without the Executive's written consent: (i) a material
adverse change in the Executive's title or the assignment of duties to the
Executive materially and adversely inconsistent with the Executive's position;
(ii) any material failure by the Company to comply with Section 3 or other
provisions of this Agreement; or (iii) any requirement by the Company that the
Executive's primary office location be other than in the states of New York, New
Jersey, Connecticut, Pennsylvania, Massachusetts or Rhode Island. In the event
the Executive determines that Good Reason exists, the Executive must notify the
Company of such determination in writing, within sixty (60) days following the
Executive's actual knowledge of the event which the Executive determines
constitutes Good Reason, or such event shall not constitute Good Reason under
this Agreement. Following receipt of such notice, if the Company remedies such
event within twenty (20) days following notice, the Executive may not terminate
employment for Good Reason as a result of such event.
(d) Date of Termination. "Date of Termination" means: (i) if the
Executive's employment is terminated by the Company or by the Executive (other
than for death or Disability) the tenth (10th) day after the mailing of the
Notice of Termination or any later date specified therein; or (ii) if the
Executive's employment is terminated by reason of death or Disability, the Date
of Termination shall be the date of death of the Executive or the date of the
determination of Disability as set forth heretofore, as the case may be.
5. Obligations of the Company upon Termination.
(a) Other Than for Cause, Death or Disability, Good Reason. If, during
the Employment Period, the Company terminates the Executive's employment, other
than for Cause, death or Disability, or if the Executive terminates employment
for Good Reason:
(i) the Company shall pay the Executive, in one lump cash sum the sum of
100% Executive's Annual Base Salary;
(ii) within thirty (30) days following the Date of Termination, the
Company shall pay the Executive his Annual Base Salary through the Date of
Termination, or any earned bonus to the extent not yet paid;
(iii) at the time annual bonuses for the fiscal year in which the Date of
Termination occurs are paid, the Company shall pay the Executive a pro rata
annual bonus based upon actual performance under the annual bonus plan for such
fiscal year, to the extent not otherwise paid;
(iv) any unvested Company stock options or restricted stock held by the
Executive as of the Date of Termination will continue to vest as if Executive
had remained employed by the Company;
(v) to the extent vested and exercisable, any Company stock option will
remain exercisable in accordance with their original terms; and
(vi) the Executive shall continue to receive medical benefits for a
period of six (6) months following the Date of Termination and the Executive's
eligible dependents will continue to be eligible to participate in the Company's
medical insurance plans (subject to the Executive continuing to make any
required contributions to such plans) for a period of six (6) months
following the Date of Termination; provided, that such continued
benefits shall cease upon the Executive becoming eligible for comparable
benefits from a subsequent employer.
(vii) other benefits, if applicable, shall be paid to the Executive in
accordance with applicable plans and programs of the Company.
(b) Death or Disability. If the Executive's employment is terminated by
reason of the Executive's death or Disability during the Employment Period;
(i) the Company shall pay the Executive (or the Executive's survivors,
if applicable) the Executive's Annual Base Salary through the Date of
Termination, to the extent not yet paid;
(ii) to the extent vested and exercisable with a minimum of 125,000
shares, any Company stock option will remain exercisable until the original term
of the stock option;
(iii) in the case of Disability, the Executive shall continue to receive
medical benefits for a period of six (6) months following the Date of
Termination and the Executive's eligible dependents will continue to be eligible
to participate in the Company's medical insurance plans (subject to the
Executive continuing to make any required contributions to such plans) for a
period of six (6) months following the Date of Termination; provided, that such
continued benefits shall cease upon the Executive becoming eligible for
comparable benefits from a subsequent employer; and
(iv) in the case of Death, the Executive's eligible dependents will
continue to be eligible to participate in the Company's medical insurance plans
(subject to the said dependents continuing to make any required contributions to
such plans) for a period of six (6) months following the Date of Termination.
(c) Cause, Other than Good Reason. If the Executive's employment is
terminated by the Company for Cause during the Employment Period or the
Executive voluntarily terminates employment during the Employment Period (other
than for Good Reason), the Company shall pay to the Executive the Executive's
Annual Base Salary through the Date of Termination or any earned bonus to the
extent not yet paid, and any vested and exercisable Company stock options will
remain exercisable in accordance with the original term of the stock option. The
Company shall have no further obligations under this Agreement.
6. Change of Control. If there is a Change of Control of the Company (as
defined below) all unvested stock options or restricted stock awards shall
become 100% vested. In addition, the Executive may elect within six (6) months
following such change of control to terminate his employment and such
termination shall be treated as a termination for Good Reason and the Executive
shall receive the benefits provided in Section 5 (a) above for such Termination.
As used hereinafter "Change of control" means the occurrence of any of the
following: (i) the Company consolidates with or merges with or into another
person pursuant to the transaction in which the outstanding securities of the
Company are converted into or exchanged for cash or other property or for
securities possessing less than 50% of the voting power of the outstanding
securities of the person surviving such merger or consolidation; (ii) the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of all
or substantially all of its assets to any person; or (iii) any "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Act), other
than the holders of the securities of the Company as of the date hereof, shall,
by virtue of ownership of securities or by agreement or otherwise, be entitled
to elect a majority of the directors of the Company.
7. Non-Competition; Non-Solicitation; Confidential Information. The Executive
hereby agrees that for a period of two (2) years after the date hereof, such
Executive will not, singly, jointly, or as an employee, agent or partner of any
partnership or as an officer, agent, employee, director, stockholder (except of
not more than one percent (1%) of the outstanding stock of any company listed on
a national securities exchange or actively traded in the over-the-counter
market) or investor in any other corporation or entity, or as a consultant,
advisor, or independent contractor to any such partnership, corporation or
entity, or in any other capacity, directly, indirectly or beneficially: (i) own,
manage, operate, join, control, or participate in the ownership, management,
operation, or control of, or work for (as an employee, agent, consultant,
advisor or independent contractor), or permit the use of his name by, or provide
financial or other assistance to, any person, partnership, corporation, or
entity which is in direct or indirect competition anywhere in the New England
states and the States of New York and New Jersey (the "Protected Territory")
with the business as conducted by Company on the date hereof; (ii) induce or
attempt to induce any person who, on the date hereof or at any time during the
period covered by this restrictive covenant is an employee of the Company, to
terminate his or her employment with the Company; provided, however, that
nothing herein shall prohibit the Executive from general advertising for
personnel not specifically targeting any Executive or other personnel of the
Company; or (iii) induce or attempt to induce any person, business, or entity
which is a supplier, distributor, or customer of the Company or which otherwise
is a contracting party with the Company, as of the date hereof or at any time
during the period covered by this restrictive covenant, to terminate or modify
in any way materially adverse to the interests of the Company, any written or
oral agreement or understanding with the Company. The Executive and the Company
agree that the covenants set forth in this Section 7 have been negotiated with
advice of counsel in the course of the Executive's employment with the Company,
and therefore the Company and the Executive agree that these covenants should
and shall be enforced to the fullest extent
permitted by law. Accordingly, if in any judicial or similar proceeding a court
or any similar judicial body shall determine that such covenant is unenforceable
because it covers too extensive a geographical area or survives too long a
period of time, or for any other reason, then the parties intend that such
covenant shall be deemed to cover only such maximum geographical area and
maximum period of time and shall otherwise be deemed to be limited in such
manner as will permit enforceability by such court or similar body.
Under no circumstances and at no time, during or after the period specified
in this Section 7, shall Executive, in any manner, whether directly or
indirectly, use for his own benefit or the benefit of any other person, entity
or corporation, nor disclose, divulge, render or offer, any knowledge or
information with respect to the confidential affairs or plans, trade secrets or
know-how of the Company ("Confidential Information"). The Executive acknowledges
and agrees that any and all such Confidential Information will be held by him in
a confidential capacity, and that disclosure of such Confidential Information
would pose a direct threat to the Company in the hands of its competitors. For
purposes of this Section 7, the term "Confidential Information" shall not
include any information which is generally available to the public other than as
a result of a disclosure by Executive.
Promptly upon the termination of this Agreement for any reason, the
Executive agrees to return to the Company any and all documents, memoranda,
drawings, notes and other papers and items (including all copies thereof,
whether electronic or otherwise) embodying any confidential information of the
Company which are in the possession or control of the Executive.
The provisions of this Section 7 shall survive the termination of this
Agreement.
8. Intangible Assets.
The Executive shall not at any time have or claim any right, title or
interest in any trade name, trademark, copyright, or, other similar rights
belonging to or used by the Company and shall not have or claim any rights,
title or interest in any material or matter of any sort prepared for or used in
connection with the business of the Company or promotion of the Company, whether
produced, prepared or published in whole or in part by the Executive.
9. Release. Effective upon the Date of Termination pursuant to the
provisions of Sections 4(a), (b) or (c) of this Agreement, in consideration of
the payments be made to the Executive pursuant to Sections 5(a), (b) or (c) of
this Agreement and as a condition to the payment thereof, the Executive
acknowledges that all such payments, if made in accordance with the terms of
this Agreement, shall constitute complete satisfaction of all obligations owed
by the Company to the Executive and shall further constitute the Executive's
sole remedy against the Company.
10. Arbitration. Any dispute controversy, or question arising under, out
of, or relating to this Agreement (or the breach thereof) or, Executive's
employment with the Company or termination thereof, shall be referred for
arbitration in the State of Rhode Island to a neutral arbitrator selected by the
Executive and the Company and this shall be the exclusive and sole means for
resolving such dispute. The arbitration proceeding shall be governed by the
Employment Rules of the American Arbitration Association then in effect or such
rules last in effect (in the event such Association is no longer in
existence) but shall not be conducted under the auspices of the Association,
and the decision of the arbitrator shall be governed by the rule of law. If the
parties are unable to agree upon a neutral arbitrator within thirty (30) days
after each party has given the other written notice of the desire to submit the
dispute, controversy or question for decision as aforesaid, then either party
may apply to the court of competent jurisdiction in the City and County of
Providence, State of Rhode Island for the appointment of a neutral arbitrator to
hear the parties and settle the dispute, controversy or question. Such right to
submit a dispute arising hereunder to arbitration and the decision of the
neutral arbitrator shall be final, conclusive and binding on all parties and
interested persons and no action at law or in equity shall be instituted or, if
instituted, further prosecuted by either party other than to enforce the award
of the neutral arbitrator. The arbitrator shall take submissions and hear
testimony, if necessary, and shall render a written decision as promptly as
possible. The arbitrator may require any form of discovery (e.g., depositions)
in making his decision. In connection with any such arbitration, the Company
will reimburse the Executive for all reasonable attorney's fees and
disbursements as incurred in
connection therewith up to and including the aggregate sum of $25,000 following
the receipt of invoices for such fees and disbursements. If the Company prevails
on all substantial claims in the dispute submitted for arbitration then the
Executive shall pay the Company its reasonable legal fees and disbursements as
incurred by it in connection therewith and reimburse the Company for all such
fees and expenses that it paid on behalf of the Executive as provided herein. If
the Company does not so prevail, then the Company shall reimburse the Executive
for all of the remaining fees and disbursements.
11. Assignment; Successors.
(a) This Agreement is personal to the Executive and, without the prior
written consent of the Company, shall not be assignable by the Executive. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
heirs, executors and administrators.
(b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns, provided that the Company may not assign
this Agreement except in connection with the assignment or disposition of all or
substantially all of the assets or stock of the Company, or by law as a result
of a merger or consolidation. In the event of such assignment a failure by the
successor to specifically assume in writing, delivered to the Executive, the
obligations and liabilities of the Company hereunder shall be deemed a material
breach of this Agreement.
(c) The Company shall require any successor or assignee to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Compay would have been required to perform it if no such assignment had
taken place.
12. Indemnification. In addition to any rights to indemnification to which
Executive is entitled to under the Corporation's Articles of Incorporation and
Bylaws, Company shall indemnify Executive at all times during and after the term
of this Agreement to the maximum extent permitted under Rhode Island Business
Corporation Act or any successor provision thereof and any other applicable
state law, and shall pay Executive's expenses in defending any civil action,
suit or proceeding in advance of the final disposition of such action, suit or
proceeding, to the maximum extent permitted under such applicable state laws for
Executive's
action or inaction on behalf of the Company under the terms of this Agreement.
In connection herewith, if the Company has or obtains directors or officers
insurance, so-called, Executive shall be covered by such policy to the same
extent as the CFO and other peer senior executives.
13. Miscellaneous
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(a) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Rhode Island, without reference to its conflict
of law rules.
(b) The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect.
(c) This Agreement may not be amended or modified except by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.
(d) All notices and other communications under this Agreement shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
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Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
If to the Company:
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Log On America, Inc.
Three Regency Plaza
Providence, Rhode Island 02903
Attention: Chief Executive Officer
or to such other address as either party furnishes to the other in writing in
accordance with this paragraph. Notices and communications shall be effective
when actually received by the addressee or three (3) days after the initiation
of delivery.
(e) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.
(f) Notwithstanding any other provision of this Agreement, the Company
may withhold from amounts payable under this Agreement all federal, state, local
and foreign taxes that are required to be withheld by applicable laws or
regulations.
(g) The Executive's or the Company's failure to insist upon strict
compliance with any provisions of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.
(h) Except as provided herein, the Executive and the Company acknowledge
that this Agreement constitutes the entire agreement between the parties and
supersedes any prior agreement between the Executive and the Company concerning
the subject matter hereof.
(i) This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and said counterparts shall constitute but one and
the same instrument.
(j) In computing any period of time pursuant to this Agreement, the day
of the act, event or default from which the designated period of time begins to
run shall be included, unless it is a Saturday, Sunday, or a legal holiday, in
which event the period shall begin to run on the next day which is not a
Saturday, Sunday, or legal holiday, in which event the period shall run until
the end of the next day thereafter which is not a Saturday, Sunday, or legal
holiday.
(k) All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine, neuter, singular, or plural as the identity of the
person or persons may require.
(l) This Agreement or any section thereof shall not be construed against
any party due to the fact that said Agreement or any section thereof was drafted
by said party.
(m) The parties hereto shall execute and deliver all documents, provide all
information and take or forbear from all such action as may be necessary or
appropriate to achieve the purposes of the Agreement.
(n) Nothing herein shall be construed to be to the benefit of any third
party, nor is it intended that any provision shall be for the benefit of any
third party.
(o) If any provision of this Agreement, or the application of such
provision to any person or circumstance, shall be held invalid, the remainder of
this Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid, shall not be affected thereby.
(p) The parties acknowledge that the Executive has not been represented in
this transaction by the Company's attorneys; and the Executive has been advised
by Company to seek separate legal advise and representation in this matter; and,
Executive hereby represents that, at his sole choice, he has been advised
separately by KST Consulting Group, Inc., an executive compensation organization
and attorneys.
(q) The Company shall reimburse Executive for all fees and expenses
incurred in connection with the negotiation and preparation of this agreement.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization of its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.
Log On America, Inc.
By: /s/ Xxxxx X. Paolo /s/ Xxxxxxx X. Xxxxxx
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Xxxxx X. Paolo, Chairman, CEO Xxxxxxx X. Xxxxxx, Executive
and President
