AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Exhibit
10.3
AMENDED
AND RESTATED
Whereas, Xxxxxx X.
Xxxxxx (“Executive”)
and URS
Corporation,
a
Delaware corporation (the
“Company”) entered into a Supplemental Executive Retirement Agreement (the
“Agreement”) effective as of September 5, 2003 (the “Effective
Date”);
Whereas,
this
Agreement is intended to provide Executive with a supplemental retirement
benefit in addition to the benefit that Executive will be eligible to receive
following the termination of his employment with the Company under the URS
Corporation 401(k) Retirement Plan;
Whereas,
this
Agreement is not intended to meet the qualification requirements under Section
401 of the Code;
Whereas,
Executive
and the Company wish to amend and restate the Agreement effective as of December
7, 2006; and
Whereas,
Executive and the Company acknowledge and agree that (i) Executive was vested
in
a portion of the Benefit (as defined below) as of December 31, 2004, in an
annual amount as contemplated under Section 4.2(a) equal to $901,452, which
is
equivalent to a lump sum amount as contemplated under Section 4.2(b)(ii)
of
$10,956,000, and therefore such amount shall not be considered subject to
the
provisions of Section 409A of the Code (the “Grandfathered
Amount”)
and
(ii) any portion of the Benefit exceeding the Grandfathered Amount shall
be
considered subject to the provisions of Section 409A of the Code (the
“Non-Grandfathered
Amount”).
Now
Therefore,
the
Company and Executive hereby agree as follows:
ARTICLE
1
Scope
of and Consideration for this Agreement
1.1 Executive
is currently employed by the Company.
1.2 The
Company and Executive entered into a Supplemental Executive Retirement Agreement
effective as of July 13, 1999 (the “Prior SERP”), which sets forth the
supplemental retirement benefit that Executive or his Beneficiary will be
eligible to receive following his termination of employment with the
Company.
1.3 The
duties and obligations of the Company to Executive under this Agreement shall
be
in consideration for Executive’s past services to the Company and Executive’s
continued employment with the Company.
1
1.4 This
Agreement shall amend, restate and supersede the Prior SERP and any other
agreement with the Company relating to supplemental executive retirement
benefits to be received by Executive upon his termination of employment with
the
Company. This Agreement is not intended to amend, restate or supersede any
other
agreement into which Executive and the Company have entered including, but
not
limited to, employment agreements, stock option agreements and deferred
compensation agreements.
ARTICLE
2
Amount
of Benefit
Executive
shall be eligible to receive a benefit under this Agreement following his
termination of employment with the Company (the “Benefit”). The Benefit shall be
an annual amount, payable for the life of Executive with a guarantee of payments
for at least ten (10) years, equal to (a) a percentage of Executive’s Final
Average Compensation, which percentage shall be determined based on Executive’s
age at his termination of employment as set forth in the following table
(with
interpolation of percentages for ages between those whole years specified
based
on the number of complete weeks beyond a specified whole year divided by
52),
reduced by (b) the annual Social Security benefit to which Executive is
entitled at the time of earliest eligibility:
|
Executive’s
Age at Termination of Employment
|
Applicable
Percentage
|
|
67
or older
|
60%
|
|
66
|
55%
|
|
65
or younger
|
50%
|
If
Executive’s employment with the Company is terminated (a) by the Company
for any reason within thirteen (13) months following a Change in Control,
(b) by
Executive for any reason within two (2) years following a Change in Control
or
(c) by the Company for any reason following the occurrence of a Potential
Change in Control and within six (6) months prior to the occurrence of a
Change
in Control, Executive’s Benefit shall be calculated as if Executive’s age at
termination of employment were sixty-seven (67). If Executive terminates
employment with the Company after attaining age sixty-seven (67), the Benefit
shall be the greater of (a) the Benefit computed as of the date of
Executive’s termination of employment with the Company or (b) the Actuarial
Equivalent (to reflect later commencement) of the Benefit computed as if
it
commenced as of the first day of the month coinciding with or next following
the
date of Executive’s sixty-seventh (67th) birthday.
2
ARTICLE
3
Timing
of Benefit Payment
3.1 Grandfathered
Amount.
Payment
of any Grandfathered Amount of the Benefit shall commence on the first day
of
the month following the month in which Executive’s termination of employment
with the Company occurs.
Executive
may, upon executing this Agreement or thereafter, by notice to the Company,
elect such later date upon which any Grandfathered Amount of the Benefit
shall
commence following termination of his employment. Such election of a Benefit
payment commencement date shall be irrevocable; provided,
however,
that
Executive may change his election of a Benefit payment commencement date
if the
election to change the Benefit payment commencement date is made at least
one
(1) year prior to the date that Benefit payments actually commence to Executive.
If Executive elects such a change in the commencement date of Benefit payments
and such election is made less than one (1) year prior to the date that Benefit
payments actually commence to Executive, then such election change shall
not be
effective until one (1) year from the date the election change is made, and
Benefit payments scheduled to be made during such one (1) year period shall
be
paid on schedule. If Executive does not elect a Benefit commencement date
prior
to his termination of employment with the Company, he shall be deemed to
have
elected to begin receiving Benefit payments on the first day of the month
following the month in which his employment with the Company
terminates.
3.2 Non-Grandfathered
Amount. If
and to
the extent necessary to avoid the imposition of additional tax under Section
409A of the Code, payment of any Non-Grandfathered Amount of the Benefit
shall
be made in a lump sum on the date that is six (6) months following the date
on
which Executive’s termination of employment with the Company
occurs.
Notwithstanding
the foregoing, Executive may, upon executing this Agreement or thereafter,
by
notice to the Company, elect such later date upon which payment of any
Non-Grandfathered Amount of the Benefit shall commence following termination
of
his employment or change such election of a Benefit payment commencement
date,
provided that (i) such election may not be made less than twelve (12) months
prior to the date payment of the Benefit is scheduled to commence, and (ii)
the
new Benefit payment commencement date is at least five (5) years following
the
date payment of the Benefit otherwise would have commenced.
3
ARTICLE 4
Form
of Benefit Payment
4.1 Executive
shall, upon executing this Agreement or thereafter, elect the form in which
his
Benefit shall be distributed. Such election of a distribution form shall
be
irrevocable; provided,
however,
that
Executive may change his election of a distribution form if such election
is
made no later than one (1) year prior to the date that Benefit payments actually
commence to Executive;
provided further, however,
that
with respect to any Non-Grandfathered Amount of the Benefit, Executive may
change his election of a distribution form only if the new form results in
the
commencement of Benefit payments at least five (5) years following the date
such
payments otherwise would have commenced. Subject to the foregoing sentence,
if
Executive elects a change in the distribution form of his Benefit and such
election is made less than one (1) year prior to the date that Benefit payments
actually commence, then such election change shall be ineffective, and the
Benefit shall be distributed according to Executive’s immediately prior
election. If Executive does not elect a distribution form prior to becoming
eligible to receive a Benefit under this Agreement, he shall be deemed to
have
elected the lump sum Benefit pursuant to Section 4.2(b)(ii).
4.2 Executive
may elect a distribution form for his Benefit from among the following
forms:
(a) The
normal form of Benefit is a life annuity with a ten (10) year term certain.
This
form of Benefit shall be paid in equal monthly installments for the longer
of
the life of Executive or ten (10) years.
(b) The
following optional forms of Benefit shall each be calculated to be the Actuarial
Equivalent of the normal form of Benefit:
(i) A
joint
and survivor annuity shall be paid in equal monthly installments for the
life of
Executive, and after Executive’s death, a fifty percent (50%) continuation of
such installments shall be paid to Executive’s Beneficiary for the life of such
Beneficiary.
(ii) A
single
lump sum payment to Executive or Executive’s Beneficiary.
4
ARTICLE 5
Death
of Executive
5.1 If
Executive should die prior to the commencement of Benefit payments, Executive’s
Beneficiary shall be entitled to receive a death benefit in the form of a
single
lump sum equal to the value of the lump sum Benefit Executive would have
received pursuant to Section 4.2(b)(ii) above if he had terminated his
employment with the Company on the day before his death and had received
such
Benefit on such day. The foregoing death benefit shall be paid within thirty
(30) days following Executive’s death.
5.2 If
Executive should die after commencing to receive Benefit payments in the
form of
a life annuity with a ten (10) year term certain, Executive’s Beneficiary shall
be entitled to receive a death benefit equal to the value of the remaining
ten
(10) year term certain payments. Such Benefit will be paid in monthly
installments for the remainder of the ten (10) year life term; provided,
however,
that if
the Beneficiary is Executive’s estate, the Actuarial Equivalent of the
Grandfathered Amount of the Benefit shall be paid in the form of a single
lump
sum. The foregoing death benefit shall be paid, or commence to be paid, within
thirty (30) days following Executive’s death.
ARTICLE 6
Post-Retirement
Health Insurance Coverage
6.1 During
the eighteen (18) month period commencing upon Executive’s termination of
employment with the Company for any reason, including his death, Executive
(and,
where applicable, his dependents) shall be entitled, at the Company’s expense,
to continue participation in the insurance programs maintained by the Company,
including life, disability and health (including dental, vision and EAP)
insurance programs, as if he were still an employee of the Company. Where
applicable, Executive’s salary shall be deemed to be equal to the Base
Compensation (as defined in Section 8.8 below) as in effect immediately prior
to
his termination of employment. During Executive’s life, such coverage shall be
extended to Executive and his dependents who qualify as such under the terms
of
the Company’s health insurance programs. Following Executive’s death, such
coverage shall continue to be available to Executive’s surviving spouse, at the
Company’s expense, during such eighteen (18) month period. To the extent the
Company finds it impossible to cover Executive or his surviving spouse or
dependents under its group insurance policies during such eighteen (18) month
period, the Company shall provide Executive with the same level of coverage
under individual policies at the same cost to Executive. The foregoing coverage
shall satisfy the obligations of the Company and its heath insurance programs
under the Comprehensive Omnibus Reconciliation Act of 1985, as amended (“COBRA”)
and any analogous state laws, and Executive shall make any elections requested
by the Company to evidence such fact.
5
6.2 Following
the expiration of the extended period of Company-paid health insurance coverage
provided for in Section 6.1 above, Executive shall be entitled, at his expense
but at the Company’s group rates, to continue participation in the health
insurance programs maintained by the Company, including life, disability
and
health (including vision, dental and EAP) insurance programs, as if he were
still an employee of the Company, and primary to any Medicare coverage that
might be available. During Executive’s life, such coverage shall be extended to
Executive and his dependents who qualify as such under the terms of the
Company’s health insurance programs. Following Executive’s death, such coverage
shall continue to be available to Executive’s surviving spouse, at her expense
but at the Company’s group rates, for her lifetime. To the extent that the
Company finds it impossible to cover Executive or his surviving spouse or
dependents under its group insurance policies, the Company shall arrange
for
Executive or his surviving spouse, at their expense but at a rate equivalent
to
the Company’s group rates, to be provided with an individual policy providing
substantially the same level of coverage as the Company’s health insurance
programs.
ARTICLE 7
Funding
7.1 Benefits
payable under this Agreement shall be “unfunded,”
as
that
term is used in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(a)(6) of ERISA
with respect to unfunded plans maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated
employees, and the Company shall administer this Agreement in a manner that
will
ensure that benefits are unfunded and that Executive will not be considered
to
have received a taxable economic benefit prior to the time at which benefits
are
actually payable hereunder. Accordingly, the Company shall not be required
to
segregate or earmark any of its assets for the benefit of Executive or his
spouse or other Beneficiary, and each such person shall have only a contractual
right against the Company for benefits hereunder. The rights and interests
of
Executive under this Agreement shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge or encumbrance
by
Executive or any person claiming under or through Executive, nor shall they
be
subject to the debts, contracts, liabilities or torts of Executive or anyone
else prior to payment.
6
7.2 In
satisfaction of the prior agreement between Executive and the Company to
defer
the obligation of the Company to establish a grantor (“rabbi”) trust following a
Change in Control (as defined in the Prior SERP), and notwithstanding the
foregoing Section 7.1, the Company shall, within fifteen (15) days of the
earliest to occur of (i) receiving a written request therefor from Executive
and
(ii) the termination of Executive’s employment with the Company for any reason,
including the death of Executive, establish a grantor (“rabbi”) trust,
substantially in the form attached hereto as Exhibit A (or such other form
as the Company and Executive may agree), the assets of which shall be used
exclusively and irrevocably to provide benefits to Executive pursuant to
this
Agreement (subject, however, to the claims of the general creditors of the
Company); provided,
however,
that
the establishment of such a trust will not render this Agreement other than
“unfunded” (as that term is defined in Section 7.1). Upon the establishment of
any such rabbi trust, and within sixty (60) days following the end of each
of
the Company’s fiscal years thereafter, the Company shall deposit in the trust an
amount of cash or marketable securities (other than securities issued by
the
Company or any of its current or future affiliates) sufficient so that the
total
amount so deposited in the trust is equal in value to the lump sum payment
that
would be payable to Executive if on the date such trust is established, and
on
the last day of each of the Company’s fiscal years thereafter, Executive’s
employment with the Company had terminated. Such amount shall be computed
based
on the thirty (30) year treasury xxxx rate as of the date such lump sum payment
would have been payable.
ARTICLE 8
Definitions
For
purposes of this Agreement, the following terms are defined as
follows:
8.1 “Actuarial
Equivalent” shall
mean a form of Benefit (including a lump sum payment) differing in time or
manner of payment from the normal form of Benefit set forth in Section 4.2(a)
but having the same present value when computed using the following actuarial
assumptions:
Mortality
Table: the table specified in Section 417(e)(3)(A)(ii)(I) of the
Code.
Interest
Rate: the annual rate of interest on 30-year Treasury securities for the
month
preceding the date Benefit payments commence.
However,
for purposes of clause (b) of the final sentence of Article 2, only the Interest
Rate (and not the Mortality Table) shall apply.
8.2 “Board”
shall
mean the Board of Directors of URS Corporation or of a successor to URS
Corporation, as described in Section 11.9.
8.3 “Beneficiary”
shall
mean the beneficiary designated by Executive to receive benefits under this
Agreement after Executive’s death. If Executive designates no Beneficiary, or if
the designated Beneficiary does not survive Executive, the Beneficiary shall
be
Executive’s surviving spouse or, if none, Executive’s estate.
7
8.4 “Change
in Control”
shall
mean the occurrence of any of the following events after the date of this
Agreement:
(a) A
change
in control required to be reported pursuant to Item 6(e) of Schedule 14A
of
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”);
(b) A
change
in the composition of the Board as a result of which fewer than two-thirds
(2/3)
of the incumbent directors are directors who either (i) had been directors
of the Company twenty-four (24) months prior to such change or (ii) were
elected, or nominated for election, to the Board with the affirmative votes
of
at least a majority of the directors who had been directors of the Company
twenty-four (24) months prior to such change and who were still in office
at the
time of the election or nomination (the directors described in clauses (i)
and
(ii) above being referred to as “Incumbent Directors”); or
(c) Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
through the acquisition or aggregation of securities is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting power of
the
Company’s then outstanding securities ordinarily (and apart from rights accruing
under special circumstances) having the right to vote at elections of directors
(the “Base Capital Stock”); except that:
(i) The
beneficial ownership by a person of twenty percent (20%) or more, but less
than
a majority, of the Base Capital Stock shall not constitute a Change in Control
if such beneficial ownership was acquired in the ordinary course of such
person’s business and not with the purpose or effect of changing or influencing
the control of the Company and if such person is eligible to file a short-form
statement on Schedule 13G under Rule 13d-1 under the Exchange Act with respect
to such beneficial ownership;
(ii) The
beneficial ownership by Xxxx Capital Partners, L.P. and any person “affiliated”
(within the meaning of the Exchange Act) with Xxxx Capital Partners, L.P.
(collectively, “Xxxx”) of the Base Capital Stock shall not constitute a Change
in Control unless and until Xxxx, either alone or as a member of a group
that
constitutes a “person” (as defined above), beneficially owns an aggregate of
over twenty-five percent (25%) of the Base Capital Stock; and
(iii) The
beneficial ownership by TCG Holdings, L.L.C. and any person “affiliated” with
TCG Holdings, L.L.C. (collectively, “TCG”) of the Base Capital Stock shall not
constitute a Change in Control unless and until TCG, either alone or as a
member
of a group that constitutes a “person” (as defined above), beneficially owns an
aggregate of over twenty-five percent (25%) of the Base Capital
Stock.
8.5 “Code”
shall
mean the Internal Revenue Code of 1986, as amended.
8.6 “ERISA”
shall
mean the Employee Retirement Income Security Act of 1974, as amended.
8.7 “Exchange
Act”
shall
mean the Securities Exchange Act of 1934, as amended.
8
8.8 “Final
Average Compensation”
shall
mean the sum of (a) the average Base Compensation actually earned by Executive
during the thirty-six (36) consecutive calendar months during the final sixty
(60) calendar months of Executive’s employment with the Company in which such
average Base Compensation was highest, but in no event higher than $950,000,
plus (b) the amount of such average Base Compensation multiplied by the average
Annual Target Bonus (not actual bonus paid), or, if applicable, Target Bonus
percentage (not actual bonus paid), in effect during the same thirty-six
(36)
month period, but in no event higher than 120%. For purposes of this definition,
“Base Compensation” and “Annual Target Bonus” have the meanings defined in the
Employment Agreement between the Company and Executive originally dated December
16, 1991, as subsequently amended, and as restated in its entirety effective
September 5, 2003, and as amended by the First Amendment dated December 7,
2006,
as the same may be further amended or restated subsequent to the date of
this
Agreement (the “Employment Agreement”), and “Target Bonus” has the meaning
defined in the Employment Agreement prior to its restatement. For purposes
of
calculating Final Average Compensation under this Agreement, the Annual Target
Bonus (and Target Bonus percentage, if applicable) as in effect on the last
day
of each of the Company’s fiscal years shall be deemed to have been in effect
during each calendar month of such year, regardless of any increase in the
Annual Target Bonus (or Target Bonus percentage) during such year.
8.9 “Potential
Change in Control”
shall
mean the occurrence of any of the following after the Effective
Date:
(a) an
event
described in Section 8.4(iii), but substituting “ten percent (10%)” for “twenty
percent (20%),” without the approval of a majority of the Incumbent
Directors;
(b) the
institution by any person (as such term is used in Sections 13(d) and 14(d)
of
the Exchange Act) of a tender offer to acquire ten percent (10%) or more
of the
combined voting power of the Company’s Base Capital Stock without the approval
of a majority of the Incumbent Directors prior to or within twenty (20) business
days following such offer; or
(c) a
public
announcement or receipt by the Board of a proposal of any person (as such
term
is used in Sections 13(d) and 14(d) of the Exchange Act) or group of persons
to
merge into, combine with or acquire all or substantially all of the assets
or
business of the Company without the approval of a majority of the Incumbent
Directors within twenty (20) business days following such public announcement
or
receipt.
ARTICLE 9
Administration
and Operation of the Agreement
The
Company shall have the authority to control and manage the operation and
administration of this Agreement. The Company has the sole discretion to
make
such rules, regulations, and interpretations of this Agreement and to make
such
computations and shall take such other actions to administer this Agreement
as
it may deem appropriate in its sole discretion. Such rules, regulations,
interpretations, computations, and other actions shall be conclusive and
binding
upon all persons. The Company may engage the services of such persons or
organizations to render advice or perform services with respect to its
responsibilities under this Agreement as it shall determine to be necessary
or
appropriate. Such persons or organizations may include (without limitation)
actuaries, attorneys, accountants and consultants.
9
ARTICLE 10
Claims,
Inquiries and Appeals
10.1 Applications
for Benefits and Inquiries.
Applications for benefits shall be in writing, signed and submitted to the
Company at its primary office location.
10.2 Claims
Procedure.
The
Company and Executive agree that all disputes regarding benefits under this
Agreement shall be resolved in accordance with a reasonable claims procedure
complying with 29 CFR §2560.503-1, as such regulations of the United States
Department of Labor may from time to time be amended. For purposes of such
a
procedure, any denied claim shall be subject to review by the Compensation
Committee of the Board.
10.3 Exhaustion
of Remedies.
No legal
action for benefits under this Agreement may be brought until Executive or
other
claimant has pursued a resolution of the benefits claim in accordance with
Section 10.2.
ARTICLE
11
General
Provisions
11.1 Employment
Status.
This
Agreement does not constitute a contract of employment or impose upon Executive
any obligation to remain as an employee, nor does it impose on the Company
any
obligation (i) to retain Executive as an employee, (ii) to change the
status of Executive as an at-will employee, or (iii) to change the
Company’s policies regarding termination of employment.
11.2 Notices.
Any
notices provided hereunder must be in writing, and such notices or any other
written communication shall be deemed effective upon the earlier of personal
delivery (including personal delivery by facsimile) or the third day after
mailing by first class mail, to the Company at its primary office location
and
to Executive at Executive’s address as listed in the Company’s payroll records.
Any payments made by the Company to Executive under the terms of this Agreement
shall be delivered to Executive either in person or at the address as listed
in
the Company’s payroll records.
11.3 Severability.
Whenever
possible, each provision of this Agreement will be interpreted in such manner
as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect
under
any applicable law or rule in any jurisdiction, such invalidity, illegality
or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provisions had never been contained
herein.
11.4 Waiver.
If
either party should waive any breach of any provisions of this Agreement,
he or
it shall not thereby be deemed to have waived any preceding or succeeding
breach
of the same or any other provision of this Agreement.
10
11.5 Complete
Agreement.
This
Agreement and the Employment Agreement constitute the entire agreement between
Executive and the Company and are the complete, final, and exclusive embodiment
of their agreement with regard to the subject matter hereof and thereof,
wholly
amending, restating and superseding all written and oral agreements with
respect
to supplemental executive retirement benefits, including, without limitation,
the Prior SERP. It is entered into without reliance on any promise or
representation other than those expressly contained herein.
11.6 Amendment
Or Termination Of Agreement.
This
Agreement may be changed or terminated only upon the mutual written consent
of
the Company and Executive. The written consent of the Company to a change
or
termination of this Agreement must be signed by an executive officer of the
Company after such change or termination has been approved by the
Board.
11.7 Counterparts.
This
Agreement may be executed in separate counterparts, any one of which need
not
contain signatures of more than one party, but all of which taken together
will
constitute one and the same Agreement.
11.8 Headings.
The
headings of the Articles and Sections hereof are inserted for convenience
only
and shall not be deemed to constitute a part hereof or to affect the meaning
thereof.
11.9 Successors
And Assigns.
This
Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive and his Beneficiary, and the Company, and any surviving entity
resulting from a Change in Control and upon any other person who is a successor
by merger, acquisition, consolidation or otherwise to the business formerly
carried on by the Company, and their respective successors, assigns, heirs,
executors and administrators, without regard to whether or not such person
actively assumes any rights or duties hereunder.
11.10 Non-Alienation.
No
benefit under this Agreement may be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered or charged, and any attempt to do so will be
void.
11.11 Legal
Construction.
All
questions concerning the construction, validity and interpretation of this
Agreement will be governed by the laws of the State of California, without
regard to such state’s conflict of laws rules, to the extent that such laws are
not preempted by ERISA.
11.12 Non-Publication.
The
parties mutually agree not to disclose publicly the terms of this Agreement
except to their respective advisors (e.g.,
attorneys, accountants) or to the extent that disclosure is mandated by
applicable law.
11.13 Other
Documents.
In the
event of a conflict between the text of this Agreement and any summary,
description or other information regarding this Agreement, the text of this
Agreement shall control.
11
In
Witness Whereof,
the
parties have executed this Agreement on the Effective Date written
above.
| /s/ Xxxxxx Xxxxxx | |||
|
|
|||
| Xxxxxx Xxxxxx |
| URS CORPORATION | ||
| |
|
|
| Date: December 7, 2006 | By: | /s/ Xxxxxx Xxxxxxx |
|
Xxxxxx Xxxxxxx |
||
| Vice President and General Counsel | ||
12
Exhibit
A
FORM
OF TRUST AGREEMENT
13
