RETIREMENT AND CONSULTING AGREEMENT
Exhibit 10.98
THIS RETIREMENT AND CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of this
31st day of December, 2008, by and among CHROMCRAFT REVINGTON, INC. (the “Company”), a
Delaware corporation, and XXXXX X. XXXX (the “Executive”), a resident of the State of Indiana,
W I T N E S S E T H:
WHEREAS, the Executive has been serving as the Executive Vice President since July 2008 and as
the Chief Financial Officer, Secretary and Treasurer since 1992 of the Company; and
WHEREAS, Executive desires to retire from employment with the Company; and
WHEREAS, the Company and the Executive desire to enter into this Agreement to memorialize
their mutual understanding and agreement with respect to the Executive’s retirement from employment
with the Company and its subsidiaries, the Executive’s resignation from the boards of directors of
the Company’s subsidiaries, the Executive’s consulting role following his retirement and the
payment of severance to the Executive as provided herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements and
obligations contained herein, the payments contemplated hereby and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the
Executive hereby agree as follows:
Section 1. Retirement.
(a) The Executive hereby resigns and retires from his employment as an officer and employee
and from his positions as the Executive Vice President, Chief Financial Officer, Secretary and
Treasurer of the Company effective as of 5:00 p.m. (Eastern Standard Time) on January 15, 2009 (the
“Effective Time”). The Executive’s resignation and retirement as aforesaid shall be irrevocable,
and the Company hereby accepts the Executive’s resignation and retirement.
(b) The Executive hereby resigns, effective as of the Effective Time, (i) as an officer and
employee of, and from all other positions with, each of the Company’s subsidiaries and affiliates,
(ii) as a member of the Company’s Benefit Plans Administrative Committee, and (iii) from all other
positions that he holds with the Company. The Executive’s resignations as aforesaid shall be
irrevocable, and the Company hereby accepts the Executive’s resignations.
Section 2. Resignation as a Director. The Executive hereby understands and
agrees that he resigned, effective as of the close of business on December 24, 2008, as a director
of each of the Company’s subsidiaries and affiliates.
Section 3. Status of Employment Agreement. The Company and the Executive
acknowledge that they are parties to an Employment Agreement dated March 15, 2002, as amended (the
“Employment Agreement”), which shall continue in effect as set forth in the Employment Agreement,
as amended in Section 10 hereof, following the Effective Time. The Executive’s retirement and
resignation contemplated by this Agreement shall be a termination under Section 4(d) of the
Employment Agreement
by the Executive of his employment without Good Reason (as defined in the Employment
Agreement), and the Company hereby waives the 90-day prior notice requirement under Section 4(d) of
the Employment Agreement. The Executive represents and agrees that the Company has never breached
the Employment Agreement, nor does the execution of this Agreement or the transactions, actions and
payments contemplated hereby constitute a breach by the Company of the Employment Agreement.
Section 4. Salary; Vacation; Expenses; Other. The Executive agrees that the
Company and/or the appropriate subsidiary or affiliate of the Company have paid in full to the
Executive all salary, vacation and incentive, performance and conditional compensation and all
other compensation and amounts to which he is entitled in connection with all of his services as an
officer and employee of the Company and/or any of its subsidiaries or affiliates, whether pursuant
to his Employment Agreement or otherwise, through and including the Company’s last payroll date
preceding the date of this Agreement and that he shall not be entitled to any additional salary,
compensation or other amounts from the Company and/or any of its subsidiaries or affiliates
following the date of this Agreement, (a) other than his normal salary from such last payroll date
until the Effective Time, which shall be paid in accordance with the Company’s usual and customary
payroll practices (including, but not limited to, withholding for taxes and deductions for certain
costs of employee benefits), and (b) payment for twenty (20) days of accrued but unused vacation
relating to the fiscal year ending December 31, 2008 and all prior years, for which the Executive
shall be paid at the Effective Time (the Executive hereby waives any right to payment for all other
accrued but unused vacation time, if any). In addition, the Executive represents that he has
submitted all or substantially all expense reports and other requests for expense reimbursement to
the Company and/or its subsidiaries and affiliates prior to the date of this Agreement, and the
Executive agrees that the Company and/or the appropriate subsidiary or affiliate have reimbursed
him for all of such expense reports and requests for reimbursement through and including the date
of this Agreement, except for the expense report submitted by the Executive on the date hereof. In
the event that a request for expense reimbursement has not been made by the Executive on or prior
to the date of this Agreement, the Executive shall submit such request to the Company on or before
the Effective Time in a manner consistent with the Company’s policies and procedures, and the
Executive represents and agrees that each such request shall represent previously unreimbursed
business expenses incurred by him in the ordinary and usual course of the Company’s business. The
Company shall promptly reimburse the Executive for such expenses in accordance with its policies
and procedures on business expense reimbursement.
Section 5. Status of Employee Benefit Plans.
(a) Employee Benefit Plans. The Executive’s (and his spouse’s and his one legal
dependent’s) participation and eligibility to participate in, and all benefits or payments under,
any and all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended) and any and all other plans, programs, arrangements or policies
sponsored, maintained or offered by the Company or any of its subsidiaries or affiliates
(including, but not limited to, the 2007 Executive Incentive Plan (“2007 Incentive Plan”); the
Short Term Executive Incentive Plan (as amended and restated effective January 1, 2002); the Long
Term Executive Incentive Plan (as amended and restated effective January 1, 2002); the 1992 Stock
Option Plan (as amended and restated through March 15, 2002); the Floor Offset Supplemental
Retirement Plan, as amended (the “Supplemental Retirement Plan”); any other retirement, profit
sharing, deferred compensation or incentive compensation plan, program, arrangement or policy; and
any health, medical, hospitalization, life, accidental death or disability plan, program,
arrangement or policy) shall terminate and cease as of the Effective Time; provided, however, that
(i) all benefits of the Executive that are fully vested under the Company’s Employee Stock
Ownership Plan (“ESOP”) and the Company’s Savings Plan (“401(k) Plan”) shall be paid to the
Executive in accordance with the terms of such plans, (ii) the single lump sum of $206,143.00
shall be paid to the Executive on January 2, 2009 under the Supplemental Retirement Plan, and (iii)
in the event the Executive elects coverage for himself and/or his spouse and legal dependent under
the Company’s group health insurance plan in accordance with the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”), then continuation coverage under the Company’s group health insurance
plan shall continue in effect until the end of the Executive’s entitlement to such coverage
pursuant to COBRA. The Executive hereby forever releases, waives and relinquishes any and all
benefits, payments, rights, claims and interests in and under all plans, programs, arrangements and
policies sponsored, maintained or offered by the Company and any of its subsidiaries or affiliates
other than the benefits that are fully vested under the ESOP and the 401(k) Plan, the payment under
the Supplemental Retirement Plan and the continuation coverage pursuant to COBRA, if elected, as
expressly set forth above.
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(b) Automobile Allowance. The Company shall cease paying any automobile allowance to
the Executive following the Effective Time.
(c) Retirement Status. The Executive understands and agrees that he has not satisfied
the requirements for retirement or early retirement under any of the plans, programs, arrangements
or policies referenced in Section 5(a) above.
Section 6. Payments During Notice Period and Severance Payments. So long as
the Executive has executed and not revoked the Release of Claims attached hereto as Exhibit
A, the Company shall accrue and pay to the Executive the following in accordance with this
Section 6: (a) the Executive’s current base salary (calculated as a monthly sum) in the same amount
as is now paid to the Executive on each payroll date ($11,666.67) for the 90-day period beginning
on the day following the Effective Time and ending on April 15, 2009, which is the equivalent of
the 90-day prior notice period under the Employment Agreement for a termination by the Executive of
his employment without Good Reason and which the Company has waived in Section 3 of this Agreement
(the “Notice Payments”), and (b) the Executive’s current base salary (calculated as a monthly sum)
in the same amount as is now paid to the Executive on each payroll date ($11,666.67) for the
three-month period beginning on April 15, 2009 and ending on July 15, 2009 (the “Severance
Payments”). The amounts of the Notice Payments and the Severance Payments are payable in
accordance with the Employment Agreement for a termination of employment by the Executive without
Good Reason. Neither the Notice Payments nor the Severance Payments shall be included in the
Executive’s compensation for purposes of the ESOP and the 401(k) Plan.
From the date of this Agreement through the Effective Time and during the period that the
Executive is receiving the Notice Payments and the Severance Payments, the Executive shall (i) not
report to work unless requested to do so by the Chief Executive Officer of the Company, and (ii)
perform transition services consistent with his current duties and responsibilities as may be
requested by the Chief Executive Officer at one of the Company’s offices or at his residence (at
the discretion of the Company) during normal business hours but not to exceed eighty (80) hours per
month. The Company shall reimburse the Executive for all out-of-pocket travel and other expenses
incurred by the Executive in connection with such services in accordance with the Company’s
business travel expense reimbursement policy. The Chief Executive Officer of the Company shall
approve in advance all such travel and other expenses. The Company acknowledges that, if the
Executive is employed or obligated under a third-party arrangement during the period which
Severance Payments are being paid, the Executive’s services under this Section 6 may be limited to
times outside normal business hours.
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The Executive agrees that the Company’s obligation to pay the Notice Payments and the
Severance Payments under this Agreement (even if reduced or terminated as described below)
constitute
full satisfaction and discharge of the Company’s obligations for payment to him of base salary
and severance under the Employment Agreement during any prior notice period and any severance
period. The Executive further agrees that the Company’s obligation to pay the Notice Payments and
Severance Payments under this Agreement (even if reduced or terminated as described below)
constitute adequate consideration for his covenants and agreements set forth in the Release of
Claims attached hereto as Exhibit A and in Section 6 (Non-Disclosure, etc.), Section 7
(Non-Competition), Section 8 (Non-Solicitation) and Section 9 (Intellectual Property) of the
Employment Agreement, which covenants and agreements the Executive hereby ratifies and confirms,
and agrees are applicable to him in accordance with their terms as set forth in the Employment
Agreement.
Notwithstanding the foregoing provisions of this Section 6 to the contrary, the payment to the
Executive of the Notice Payments and the Severance Payments shall be suspended for a six (6) month
period following the Effective Time to the extent required by Section 409A of the Internal Revenue
Code of 1986, as amended. Accordingly, if the Executive is determined to be a Specified Employee
(as defined in Treasury Regulation §1.409A-1(h)) at the Effective Time, then on July 15, 2009, the
Executive shall receive, in a single lump sum, a payment equal to $140,000.04, which equals the
aggregate of the Notice Payments and the Severance Payments that have been suspended as set forth
above. The Company shall deduct all required taxes and withholdings from such lump sum payment.
In addition, notwithstanding the foregoing provisions of this Section 6 to the contrary, the
lump sum amount of the Notice Payments and the Severance Payments payable in accordance with the
preceding paragraph shall (i) not be paid to the Executive if the Executive breaches any of the
provisions of this Agreement (or the Release of Claims attached hereto as Exhibit A) or any
of the sections of the Employment Agreement that are applicable following the Effective Time, and
(ii) be subject to reduction or termination in the same manner provided in Section 5(f) of the
Employment Agreement.
Section 7. Awards Under Plans. All outstanding cash, stock option, stock or
equity-based and other awards (whether or not vested or earned) that have been granted to the
Executive, and all rights to any future awards or payments, under the 2007 Incentive Plan
(including the short term incentive program or opportunities and the long term incentive program or
opportunities under the 2007 Incentive Plan), the Company’s Short Term Executive Incentive Plan (as
amended and restated effective January 1, 2002), the Company’s Long Term Executive Incentive Plan
(as amended and restated effective January 1, 2002), the 1992 Stock Option Plan (as amended and
restated through March 15, 2002) and any other plan, program, arrangement or policy of the Company
are hereby terminated and forfeited as of the date of this Agreement, and the Executive hereby
forever releases, waives and relinquishes any and all rights, claims and interests in and to such
awards. All award agreements between the Company and the Executive relating to any awards under
any such plan are hereby terminated as of the date of this Agreement.
The Executive understands and agrees that the awards of options to acquire shares of common
stock of the Company identified in the Company’s proxy statement dated April 9, 2008 are the only
outstanding awards to the Executive relating to stock options, restricted stock and all other stock
or equity based compensation, all of which awards are forfeited and terminated as provided in the
preceding paragraph.
The Executive further understands and agrees that he is not entitled to any payment or vesting
for, and has not earned and will not earn, any bonus (discretionary or otherwise) or any other
incentive, performance or conditional compensation (whether cash, options, restricted stock, or
stock or equity-based) for the fiscal year ending December 31, 2008.
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Section 8. Consulting Services. During the six (6) month period beginning on
July 16, 2009 and ending on January 15, 2010 (the “Consulting Period”), the Executive shall serve
as a consultant to the Company. During the Consulting Period, the Executive shall provide
consulting services on financial, accounting and general business matters relating to the Company
or any of its subsidiaries or affiliates at one of the Company’s offices or at his residence (at
the discretion of the Company) during normal business hours as may be requested by the Chief
Executive Officer of the Company. The Company acknowledges that, if the Executive is employed or
obligated under a third-party arrangement during the Consulting Period, the Executive’s services
under this Section 8 may be limited to times outside normal business hours.
The Company shall pay the Executive a fee of $1,500 per day for each day that he provides
consulting services during the Consulting Period (with a minimum of four (4) days of consulting
services per month) and shall reimburse the Executive for all out-of-pocket travel and other
expenses incurred in connection with such services in accordance with the Company’s business travel
expense reimbursement policy. The Chief Executive Officer of the Company shall approve in advance
all such travel and other expenses. The Company and the Executive shall mutually agree, in advance
of the Executive providing any consulting services hereunder, to the number of days and timing that
each request for such services shall require. The Executive shall make himself available to
provide consulting services hereunder upon short notice by the Company. In the event that the
Executive does not provide at least four (4) days of consulting services during a particular month,
and such failure is due to the Executive being unavailable to provide such services when needed by
the Company, then the Company shall only pay the Executive for the actual number of days on which
the Executive provided consulting services during that month.
All consulting services provided by the Executive under this Agreement shall be performed by
him as an independent contractor, and not as a director, officer, employee, agent or representative
of the Company or any of its subsidiaries or affiliates. In addition, the Executive understands
and agrees that, during the six (6) month Consulting Period, he shall not participate in any
employee benefit, retirement, incentive compensation, profit sharing or any other plans or programs
of the Company or any of its subsidiaries or affiliates.
The Executive further understands and agrees that (a) he shall be solely responsible for any
and all taxes due and owing on the Severance Payments and all consulting fees paid to him under
this Agreement, including, but not limited to, income, FICA and self-employment taxes, (b) the
Company shall issue a Form 1099 to the Executive, and shall not withhold any taxes for, the
Severance Payments and all consulting fees paid to him under this Agreement, and (c) following the
Effective Time, he shall not have, nor will he hold himself out as having, any right, power or
authority to bind (or to create any contract, commitment or obligation for, in the name of or on
behalf of) the Company or any of its subsidiaries or affiliates.
Section 9. Certain Other Matters.
(a) Compliance with Law. The Executive understands and agrees that he has ongoing
responsibilities under and shall comply with the federal securities laws and other applicable laws
and legal requirements, including but not limited to Section 16 of the Securities Exchange Act of
1934 and the rules and regulations thereunder.
(b) Return of Property. On or before the Effective Time, the Executive shall return
to the Company at its headquarters all vehicles, equipment, computers, mobile telephones, personal
data assistants, BlackBerries, credit cards, keys, access cards, passwords and other property of
the Company
that are still in the Executive’s possession or control as of the Effective Time or the
location of which the Executive knows, and the Executive shall cease using any of the foregoing on
and after the Effective Time.
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(c) Non-Disparagement. The Executive shall not publicly disparage or make or publish
any negative statements or comments about the Company, any of its subsidiaries, any of their
respective products or strategies or any of their respective directors, officers, employees,
managers, representatives or agents. Subject to applicable law, no executive officer of the
Company or member of the Company’s Board of Directors shall publicly disparage or make or publish
any negative statements or comments about the Executive.
(d) Cooperation. For a period of two (2) years following the end of the Consulting
Period, upon the request of the Company or any of its subsidiaries or affiliates, the Executive
shall cooperate and make himself reasonably available at appropriate times and places determined by
the Company or any of its subsidiaries or affiliates in connection with any claim, demand, action,
suit, proceeding, examination, investigation or litigation (regulatory or otherwise) by, against or
affecting the Company or any of its subsidiaries or affiliates. The Company acknowledges that, if
the Executive is employed or obligated under a third-party arrangement during such two (2) year
period, the Executive’s services under this Section 9(d) may be limited to times outside normal
business hours. The Company or the appropriate subsidiary or affiliate shall pay the Executive a
fee of $1,500 per day in connection with such services and shall reimburse the Executive for his
reasonable out-of-pocket travel expenses incurred in connection with the foregoing that are
approved by the Chief Executive Officer of the Company. The Company and the Executive shall
mutually agree, in advance of the Executive providing any services hereunder, to the number of days
and timing that each request for such services shall require.
(e) No Assignment. The Executive represents and agrees that he has not made and shall
not make any assignment or other transfer of any interest in any claim, right, demand or action
which he had, has or may have against the Company or any of its subsidiaries or affiliates or
against any of their respective directors, officers, employees, managers, fiduciaries,
administrators, representatives or agents.
Section 10. Certain Amendments to the Employment Agreement.
(a) Amendment to Section 5 of the Employment Agreement. Section 5 of the Employment
Agreement is hereby amended by adding a new subsection (g) as follows:
(g) Timing of Certain Payments. All amounts of Base Salary and
severance payable to the Executive under Sections 5(a), (b), (c), (d) and (e) hereof
shall be paid within sixty (60) days following his Date of Termination, unless
provided otherwise in the Retirement and Consulting Agreement dated December 31,
2008 between the Company and the Executive.
(b) Amendment to Section 11 of the Employment Agreement. Section 11 of the Employment
Agreement is hereby amended and replaced in its entirety with the following:
Section 11. Survival of Certain Provisions. Upon any
termination of the Executive’s employment with the Company pursuant to Section 1 or
Section 4 hereof, the Executive hereby expressly agrees that this Agreement shall
continue to be in full force and effect and binding upon the Executive in accordance
with the applicable provisions
of this Agreement, unless provided otherwise in the Retirement and Consulting
Agreement dated December 31, 2008 between the Company and the Executive.
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(c) No Other Changes to the Employment Agreement. Except as expressly set forth in
this Agreement, the Employment Agreement shall remain in effect following the Effective Time as set
forth in the Employment Agreement.
Section 11. Miscellaneous.
(a) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns, executors, representatives
and heirs; provided, however, that neither party may assign this Agreement without the prior
written consent of the other party except that the Company may, without the prior consent of the
Executive, assign this Agreement to any subsidiary or successor of the Company (whether in
connection with any merger, consolidation, share exchange, combination, change in control, sale of
stock, assets or business or similar transaction involving the Company or any of its subsidiaries).
In the event of the Executive’s death, any unpaid balance of the Notice Payments, Severance
Payments or consulting fees shall be paid to the Executive’s estate in accordance with the same
payment schedule specified in this Agreement.
(b) Waiver; Amendment. Either party hereto may, by a writing signed by the waiving
party, waive the performance by the other party of any of the covenants or agreements to be
performed by such other party under this Agreement. The waiver by either party hereto of a breach
of or noncompliance with any provision of this Agreement shall not operate or be construed as a
continuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder. The
failure or delay of either party at any time to insist upon the strict performance of any provision
of this Agreement or to enforce its rights or remedies under this Agreement shall not be construed
as a waiver or relinquishment of the right to insist upon strict performance of such provision, or
to pursue any of its rights or remedies for any breach hereof, at a future time.
This Agreement may be amended, modified or supplemented only by a written agreement executed
by the Company and the Executive.
(c) Headings. The headings in this Agreement have been inserted solely for ease of
reference and shall not be considered in the interpretation, construction, or enforcement of this
Agreement.
(d) Severability. All provisions of this Agreement are severable from one another.
In case any one or more of the provisions (or any portion thereof) contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision of this Agreement,
but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or
provisions (or portion thereof) had never been contained herein.
(e) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute one and the same
agreement.
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(f) Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be
governed by and construed in accordance with the laws of the State of Indiana, without reference to
any choice of law provisions, principles or rules thereof (whether of the State of Indiana or any
other
jurisdiction) that would cause the application of any laws of any jurisdiction other than the
State of Indiana. The parties hereto hereby agree that all demands, claims, actions, causes of
action, suits, proceedings and litigation between or among the parties relating to this Agreement,
shall be filed, tried and litigated only in a federal or state court located in the State of
Indiana. In connection with the foregoing, the parties hereto irrevocably consent to the
jurisdiction and venue of such court and expressly waive any claims or defenses of lack of
jurisdiction of or proper venue by such court. THE COMPANY AND THE EXECUTIVE HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL RIGHT TO A TRIAL BY
JURY IN ANY DEMAND, CLAIM, ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR OTHERWISE
RELATING TO THIS AGREEMENT.
(g) Entire Agreement. This Agreement (including the Release of Claims attached
hereto), the Employment Agreement, the ESOP, the 401(k) Plan and the Floor Offset Supplemental
Retirement Plan constitute the entire understanding and agreement between the parties hereto
relating to the subject matter hereof and thereof and supersede all other understandings,
commitments, representations, negotiations, contracts, agreements, plans, programs, arrangements or
policies, whether oral or written, between the parties hereto relating to the matters contemplated
hereby or thereby. In the event of any conflict between this Agreement and the Employment
Agreement, the provisions of this Agreement shall control.
(h) Construction. This Agreement shall be deemed to have been drafted by both parties
hereto. This Agreement shall be construed in accordance with the fair meaning of its provisions
and its language shall not be strictly construed against, nor shall ambiguities be resolved
against, any party.
(i) Taxes. All federal, state, local and other taxes (including, but not limited to,
interest, fines and penalties) resulting from, imposed upon by virtue of or relating to the
transactions or the payments or benefits to the Executive contemplated by or referenced in this
Agreement shall be paid by the Executive, other than payment by the Company of its portion of any
FICA or other employment taxes relating to the Notice Payments.
(j) Review and Consultation. The Executive hereby acknowledges and agrees that he (i)
has read this Agreement in its entirety prior to executing it, (ii) understands the provisions and
effects of this Agreement, (iii) has consulted with such of his own attorneys, accountants and
financial and other advisors as he has deemed appropriate in connection with his execution of this
Agreement, and (iv) has executed this Agreement voluntarily. THE EXECUTIVE HEREBY UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT HE HAS NOT RECEIVED ANY ADVICE, COUNSEL OR RECOMMENDATION WITH RESPECT
TO THIS AGREEMENT FROM THE COMPANY, ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY OR ANY
ATTORNEY, ACCOUNTANT OR ADVISOR FOR THE COMPANY.
(k) Recitals. The recitals and “Whereas” clauses contained on page 1 of this
Agreement are expressly incorporated into and made a part of this Agreement.
(l) Non-Admission. The Company and the Executive hereby agree that this Agreement
does not constitute an admission or evidence of any (i) violation by the Company or the Executive
of any statute, law, rule or regulation, or (ii) wrongdoing on the part of the Company or the
Executive.
* * *
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IN WITNESS WHEREOF, the Company and the Executive have made, entered into, executed and
delivered this Agreement as of the day and year first above written.
| /s/ Xxxxx X. Xxxx | ||||
| Xxxxx X. Xxxx | ||||
| CHROMCRAFT REVINGTON, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx, Chairman of the Board | ||||
| and Chief Executive Officer | ||||
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