EXHIBIT 99.2
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into and shall become effective as
of the 21st day of March, 2002 (the "Agreement"), among Staff Leasing, Inc., a
Florida corporation d/b/a Gevity HR (the "Company") and Xxxx Xxxx (the
"Executive").
WITNESSETH
WHEREAS, the Company wishes to employ the Executive to provide services
to the Company for the period provided in this Agreement and Executive wishes to
become employed by the Company to provide services to the Company for such
period, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Employment. The Company hereby agrees to employ the Executive,
and Executive hereby agrees to become employed by and remain in the employ of
the Company, subject to the terms and conditions of this Agreement, during the
period (the "Employment Period") commencing on April 8, 2002 and ending on the
fourth anniversary thereof (the "Anniversary Date") or, if earlier, the Date of
Termination (as defined in Section 4 below). Commencing on the Anniversary Date,
the Employment Period shall be extended for successive one-year periods (each, a
"Renewal Period"), unless a notice not to extend the Employment Period shall
have been given by either party hereto to the other not later than 90 days
preceding the commencement of a Renewal Period or unless the Date of Termination
shall have previously occurred. Unless the context requires otherwise, the
Employment Period shall for all purposes of this Agreement be deemed to include
any Renewal Period.
2. Duties and Responsibilities.
(a) During the Employment Period, Executive shall devote
substantially all of his business time, attention and best efforts to the
business of the Company, and shall use Executive's reasonable best efforts to
perform faithfully and efficiently Executive's duties and responsibilities as
set forth below.
(b) Executive hereby agrees to serve, upon the terms and
conditions herein contained, as Chairman of the Board of Directors and Chief
Executive Officer of the Company. Executive shall report directly to the Board
of Directors of the Company (the "Board"). The Company shall use its best
efforts to cause Executive to be elected as a Class III member with an initial
term ending on the day of the 2004 annual meeting of Company shareholders of the
Board of Directors and to remain a member of the Board during the entire
Employment Period and to such end shall include the Executive in the management
slate for nomination for election of directors at each annual meeting of
shareholders at which the Executive's term as a member of the Board would
otherwise expire. Executive shall have those powers and perform such services
and duties for the Company consistent with his position as Chairman of the Board
of Directors and Chief Executive Officer, which shall include, without
limitation, the power of supervision
and control over and responsibility for the general management and operation of
the Company. Executive's duties hereunder shall be performed at the principal
offices of the Company in Bradenton/Sarasota, Florida metropolitan area .
3. Compensation During the Employment Period.
(a) Base Salary. During the Employment Period and any
Renewal Period(s), Executive shall be paid an initial annual base salary ("Base
Salary"), in cash, of not less than $500,000. Executive's Base Salary shall be
reviewed at least annually and shall be subject to upward adjustments at the
sole discretion of the Board. The Base Salary shall be payable in accordance
with the Company's regular payroll practice, which at this time is a biweekly
payroll cycle, and shall be prorated for any portion of the Employment Period
which is less than a calendar year.
(b) Bonus. The Executive is not eligible for any bonus,
whether cash, Company stock or a combination thereof, for services provided to
the Company during calendar year 2002. For each fiscal year during the
Employment Period and any Renewal Period(s) commencing on January 1, 2003, the
Board, in its sole discretion, will determine whether Executive will be eligible
for an annual bonus ("Annual Bonus"). The Annual Bonus may consist of cash,
Company stock (restricted or otherwise) or a combination thereof. The
determination of Executive's eligibility for an Annual Bonus award and the
amount, if any, shall be based upon satisfaction of certain criteria prescribed
by the Compensation Committee of the Board (the "Compensation Committee"). The
Annual Bonus, if any, for any fiscal year shall be payable after the end of the
fiscal year at such time and in such manner as determined by the Compensation
Committee.
(c) Stock Options. In consideration of Executive's
entering into and agreeing to be bound by the provisions of this Agreement,
including, without limitation, the terms and conditions of Section 6, Executive
shall be granted on the first day of Executive's employment hereunder, pursuant
to the Company's 1997 Stock Incentive Plan (the "1997 Plan"), a non-qualified
option (the "Initial Option") to purchase 100,000 shares of common stock of the
Company (the "Shares"). The Initial Option will have an exercise price per Share
equal to the closing price per share for the common stock on the NASDAQ National
Market System on the date of grant and the Shares underlying the Initial Option
will vest over a four year period, with 25% of such Shares vesting on each
anniversary of the date of grant. The Initial Option will be subject to the
provisions of the 1997 Plan and the Stock Option Agreement, in customary form,
entered into between Executive and the Company evidencing such grant. As a
further inducement for Executive to enter into this Agreement and contingent
upon approval by shareholders of the Company at the 2002 annual meeting of
shareholders of the Company's 2002 Stock Incentive Plan (the "2002 Plan"),
Executive shall be granted an additional nonqualified option (the "Additional
Option") under the 2002 Plan to purchase an additional 900,000 Shares (the
"Additional Shares"). The Board shall fully recommend and endorse the 2002 Plan
for approval by the Company's shareholders. The date of grant of the Additional
Option shall be the date of approval of the 2002 Plan by shareholders of the
Company. Additional Shares underlying the Additional Option shall also vest over
a four-year period, with 25% of the Additional Shares vesting on each
anniversary of the date of grant. The exercise price per Additional Share for
the Additional Option shall be the closing price per share for the common stock
on the NASDAQ
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National Market on the date of grant. The Additional Option shall also be
evidenced by a stock option agreement in customary form and shall be subject to
that agreement and the 2002 Plan. Each of the Initial Option and Additional
Option shall be exercisable for a period of 10 years from the date of grant. The
grant of any stock options other than the Initial Option and the Additional
Option shall be at the sole discretion of the Board or a duly authorized
committee thereof.
(d) Retirement, Savings, Welfare and Fringe Benefit
Plans; Annual Allowance. During the Employment Period, and any Renewal Period(s)
Executive shall be eligible to participate in such retirement, savings, welfare,
fringe and other employee benefit plans, practices, policies and programs,
applicable generally to employees and/or senior executives of the Company, as
the Company may establish and maintain from time to time (including, without
limitation, medical, dental, life, accident and disability insurance coverages).
During the Employment Period, Executive shall be paid an annual allowance of
$50,000 per calendar year, subject to required withholdings, ("Annual
Allowance") payable in 12 equal monthly installments, and prorated for partial
calendar years, to cover Executive's cost of supplemental life insurance and
disability insurance and automobile expense.
(e) Vacation. During the Employment Period and any
Renewal Period(s), Executive shall be entitled to take four (4) weeks of
vacation per year (prorated for any partial year) in accordance with Company
policies as in effect from time to time.
(f) Reimbursement of Expenses. During the Employment
Period, the Company shall reimburse Executive in accordance with any then
current Company policies for all expenses reasonably and actually incurred by
Executive in the performance of Executive's duties hereunder.
(g) Relocation Expenses. In addition to reimbursement of
the Executive for expenses incurred in relocating his principal residence to the
Bradenton/Sarasota, Florida metropolitan area under the Company's relocation
policy, a copy of which has previously been provided to Executive, and subject
to a maximum reimbursement or payment of $200,000 with respect to Executive's
relocation, the Company will either pay or reimburse Executive for (i) customary
closing costs and customary expenses associated with the sale of Executive's
residence in the Metropolitan Atlanta area; (ii) customary closing associated
with Executive's purchase of a residence in the Bradenton/Sarasota metropolitan
area; (iii) up to three visits to the Bradenton/Sarasota metropolitan area by
Executive and his immediate family members for the purpose of purchasing or
leasing a residence in such area; (iv) packing, transportation from the
Metropolitan Atlanta area to the Bradenton/Sarasota metropolitan area and
temporary storage in such area of Executive's belongings and household effects
for a period not to exceed six months; (v) a $20,000 relocation allowance
payable in cash upon the Executive's relocation to the Bradenton/Sarasota
metropolitan area intended to cover all incidental expenses; and (vi) actual
temporary living expenses, upon submission to the Company of support thereof,
for a period not to exceed 90 days.
(h) Securities Purchase Agreement. As a further
inducement to Executive to enter into this Agreement, Executive shall have the
right to purchase shares of common stock of
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the Company pursuant to a Securities Purchase Agreement between Executive and
the Company (the "Securities Purchase Agreement") in the form previously
delivered to Executive.
4. Termination of Employment During the Employment Period.
(a) Death or Disability. Executive's employment shall
terminate automatically upon Executive's death. The Company may terminate
Executive's employment for Disability. For purposes of this Agreement,
"Disability" shall mean the failure of Executive due to mental or physical
illness to substantially perform his duties on a full-time basis for a period of
more than six (6) consecutive months, or for shorter non-consecutive periods
aggregating more than six (6) months in any consecutive twelve (12) month
period.
(b) Cause. The Company may terminate Executive's
employment for Cause. For purposes of this Agreement, "Cause" shall mean:
(i) the willful and continued failure by
Executive to perform substantially Executive's duties with the Company (other
than any such failure resulting from Executive's incapacity due to physical or
mental illness); or
(ii) gross negligence or willful misconduct by
Executive in the execution of Executive's professional duties; or
(iii) conviction of Executive of, or a plea by
Executive of nolo contendere to, a felony; or
(iv) a material breach by Executive of any
provision of this Agreement; or
(v) any misuse, misappropriation or embezzlement
by Executive of funds or property belonging to the Company or any of its
affiliates; or
(vi) use of alcohol or drugs which either
interferes with the performance of Executive's duties hereunder.
(c) Other than for Cause. Subject to the provisions of
Section 5(a) hereof, the Company may terminate Executive's employment other than
for Cause or Disability.
(d) Notice of Termination by the Company. Any termination
of the Executive's employment by the Company (other than due to Executive's
death) shall be communicated by Notice of Termination given in accordance with
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated, and (iii) specifies the intended
termination date. The failure by the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Cause or
Disability shall not waive any right of the Company to assert such fact or
circumstance in enforcing the Company's rights hereunder. Executive agrees, in
the event of any dispute as to whether a Disability exists, and if requested by
the
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Company, to submit to a physical examination by a licensed physician selected by
the Company, the cost of such examination to be paid by the Company. The written
medical opinion of such physician shall be conclusive and binding upon each of
the parties hereto as to whether a Disability exists and the date on which such
Disability arose. This section shall be interpreted and applied so as to comply
with the provisions of the Americans with Disabilities Act and any applicable
state or local laws.
(e) Notice of Termination by Executive. Executive may
terminate his employment under this Agreement at any time by delivering at least
sixty (60), but in no event more than ninety (90) days prior written notice (the
"Executive's Notice of Termination") that (i) indicates the specific termination
provision in this Agreement relied upon, (ii) sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated, and (iii) specifies the
intended termination date to the Company, following the occurrence of any of the
following:
(i) the Company, without the consent of the
Executive, assigns to the Executive duties
inconsistent with or reduces the powers and
functions associated with, Executive's
position, duties, responsibilities and
status with the Company or the Company other
than that associated with the failure of
Executive to be reelected to the Board; or
(ii) the Company materially breaches any
provision of this Agreement, which is not
cured by the Company within the period
specified in Executive's Notice of
Termination.
(f) Date of Termination. "Date of Termination" means (i)
if Executive's employment is terminated by the Company, the date specified in
the Notice of Termination, (ii) if Executive's employment is terminated by
reason of death, the Date of Termination shall be the date of Executive's death,
(iii) if Executive's employment is terminated by Executive pursuant to Section
4(e), the date that is specified in Executive's Notice of Termination, and (iv)
if Executive's employment is terminated as a result of the Company's or
Executive's decision not to extend the Employment Period, the Date of
Termination shall be the Anniversary Date or, if later, the last day of the then
current Renewal Period.
5. Obligations of the Company Upon Termination. Following any
termination of Executive's employment hereunder, except for Executive's
voluntary termination without cause attributable to the Company under Section
4(e), in addition to any benefits described below in this Section 5, the Company
shall pay Executive his Base Salary through the Date of Termination and any
amounts owed to Executive pursuant to the terms and conditions of the employee
benefit plans and programs of the Company at the time such payments are due.
Except as set forth in Section 5(a) below, Executive's eligibility for, coverage
under and participation in all retirement, savings, welfare and fringe benefit
plans including, without limitation, the Annual Allowance, shall terminate on
the Date of Termination, subject to the rights of Executive and his eligible
dependents to continue coverage under the provisions of COBRA.
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(a) Death; Disability; Other than for Cause. If
Executive's employment is terminated due to Executive's death, or by the Company
for Disability or other than for Cause (including Executive's resignation at the
request of the Board), then, subject to and contingent on Executive's execution
and delivery to the Company of a general release of all claims against the
Company in form and substance satisfactory to it, the Company shall continue to
pay or provide to Executive (or the Executive's legal representative or estate,
as applicable) after the Date of Termination (i) an amount equal to one year of
the Executive's Base Salary; provided, that the Company may at its discretion
pay the aggregate of such amount in a lump sum within 30 days following the Date
of Termination, and (ii) in the event of Executive's termination of employment
due to Executive's death, or by the Company for Disability, coverage under the
Company's healthcare, dental and life insurance (if applicable) shall continue
for the same period.
Notwithstanding the foregoing, the amount under this Section 5(a) shall be
payable or provided to Executive only so long as Executive is not in material
default under Section 6 hereof.
(b) Cause. If, during the Employment Period, Executive's
employment with the Company is terminated by the Company for Cause, the Company
shall have no further obligation to Executive under this Agreement as of the
Date of Termination.
(c) Death After Termination. In the event of Executive's
death during the period Executive is receiving payments pursuant to Section 5
hereof, Executive's designated beneficiary shall be entitled to receive the
balance of the payments under this Agreement; or in the event there is no
designated beneficiary, the remaining payments shall be made to Executive's
estate.
6. Confidential Information; Restrictive Covenants.
(a) In the course of involvement in the Company's
activities or otherwise, Executive has obtained and may obtain confidential
information concerning, by way of illustration and without limitation, the
Company's businesses, operations, financial affairs, organizational and
personnel matters, policies, procedures, client lists, business plans and other
non-public matters, as well as those of third parties ("Confidential
Information"). All such Confidential Information has been and will be provided
subject to Executive's continuing obligation to use and protect the Confidential
Information. In order to induce, and in consideration of, the provision to
Executive of Confidential Information, as a condition to its continued receipt
by Executive, and without prejudice to or limitation on any other
confidentiality obligations imposed by agreement or by law, Executive undertakes
to keep the Confidential Information strictly confidential. Without limiting the
foregoing, except as authorized by the Company in writing or as required by law,
Executive may disclose or allow disclosure of any Confidential Information, or
of any information derived therefrom, in whatever form, only to a person who is
then a director, officer, employee, attorney, agent or other representative of
the Company and who, in Executive's reasonable good faith judgment, has a need
to know the Confidential Information or information derived therefrom in
furtherance of the business the Company. The foregoing obligations will survive,
and remain binding and enforceable for a one (1) year period following the
expiration of the Employment Period or any
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Renewal Period(s), any termination of Executive's employment for any reason or
any settlement of the financial rights and obligations arising from Executive's
employment.
(b) In view of Executive's importance to the Company, the
parties represent and agree that the Company will suffer significant harm from
Executive competing with the Company during the Executive's employment and for
some period of time following Executive's Date of Termination. Accordingly,
Executive agrees that Executive will not, during the Employment Period and for a
period (the "Applicable Period") ending on the expiration of the second
anniversary following the Date of Termination: (x) form, or acquire a 5% or
greater equity ownership, voting or profit participation interest in, any
Competitive Enterprise, or (y) associate (including, but not limited to,
association as an officer, employee, partner, director, consultant, agent or
advisor) with any Competitive Enterprise and in connection with such association
engage in, or directly or indirectly manage or supervise personnel engaged in,
any activity (i) which is similar to any activity in which Executive was
engaged, in whole or in part, (ii) for which Executive had direct or indirect
managerial or supervisory responsibility at the Company or (iii) which calls for
the application of the same or similar specialized knowledge or skills as those
utilized by Executive in Executive's activities with the Company, at any time
during the one-year period immediately prior to Executive's Date of Termination,
and irrespective of whether the activity in either case was in furtherance of
advisory, agency, proprietary or fiduciary business of either the Company or the
Competitive Enterprise. For purposes of this Agreement, a "Competitive
Enterprise" is any business in any jurisdiction where the Company or any of its
affiliates carried on business at any time during the 12 months prior to the
Date of Termination and in which the Executive worked that engages in the
business of the Company or any of its affiliates.
(c) Non-solicitation of Employees. During the Employment
Period, and for the Applicable Period thereafter, Executive agrees that
Executive will not, in any manner, directly or indirectly, solicit any person
who is an employee of the Company and is employed either (a) as a director or in
a managerial or in any skilled or technical capacity to apply for or accept
employment with any Competitive Enterprise. The term "Solicit" as used in this
paragraph means any communication of any kind whatsoever initiated by Executive
either directly or indirectly through a third party, inviting, encouraging or
requesting any employee of the Company to take or refrain from taking any
action.
(d) Non-solicitation of Clients. During the Employment
Period and for the Applicable Period thereafter, Executive agrees that Executive
will not, in any manner, directly or indirectly, (i) solicit in writing, by
telephone, by personal meeting or by any other means, either directly or
indirectly, any client of the Company to whom Executive provided services, or
for whom Executive transacted business, or whose identity became known to
Executive in connection with Executive's employment with the Company to transact
business with a Competitive Enterprise or reduce or refrain from doing any
business with the Company, or (ii) interfere with or damage (or attempt to
interfere with or damage) any relationship between the Company and any such
client. The term "Solicit" as used in this paragraph means any communication of
any kind whatsoever initiated by Executive either directly or indirectly through
a third party, inviting, encouraging or requesting any client of the Company to
take or refrain from taking any action; provided, however, that general
advertisements and solicitations shall not be included in the definition of
"Solicit."
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7. Injunctive Relief; Submission to Jurisdiction.
(a) Executive acknowledges that a violation on
Executive's part of any of the covenants contained in Section 6 hereof would
cause immeasurable and irreparable damage to the Company in an amount that would
be material but not readily ascertainable, and that any remedy at law would be
inadequate. Accordingly, and notwithstanding the provisions of Section 7(b),
Executive agrees that the Company shall be entitled (without the necessity of
showing economic loss or other actual damage) to injunctive relief in any court
of competent jurisdiction for any actual or threatened violation of any such
covenant in addition to any other remedies it may have. Executive agrees that in
the event that any arbitrator or court of competent jurisdiction shall finally
hold that any provision of Section 6 shall hereof is void or constitutes an
unreasonable restriction against Executive, the provisions of such Section 6
shall not be rendered void but shall be deemed to be modified to the minimum
extent necessary to remain in force and effect for the greatest period and to
such extent as such arbitrator or court may determine constitutes a reasonable
restriction under the circumstances.
(b) Subject to the provisions of Section 7(a), Executive
and the Company hereby irrevocably submit to the exclusive jurisdiction of the
courts of Florida over any suit, action or proceeding arising out of or relating
to this Agreement. Nothing herein shall preclude the Company from bringing any
action or proceeding in any other court for the purpose of enforcing the
provisions of this paragraph. The agreement of the parties to this forum is
independent of the law that may be applied in the action, and the parties agree
to this forum even if the forum may under applicable law choose to apply
non-forum law. The parties hereby waive, to the fullest extent permitted by
applicable law, any objection that they now or hereafter have to personal
jurisdiction or to the laying of venue of any such suit, action or proceeding
brought in such court. Subject to the provisions of Section 7(a), the parties
undertake not to commence any action arising out of or relating to this
Agreement in a forum other than the forum described in this Section 7(b). The
parties agree that, to the fullest extent permitted by applicable law, a final
and non-appealable judgment in any such suit, action, or proceeding brought in
any such court shall be conclusive and binding upon the parties.
8. Representations; Work Product.
(a) Executive represents, warrants and covenants that:
(i) Executive has the full right, title and authority to enter into this
Agreement and perform Executive's obligations hereunder; and (ii) Executive
shall not do any act, fail to do any act or make any statement whatsoever which
may or will impair, impugn, denigrate, disparage or negatively reflect upon the
name, reputation or business interests of the Company.
(b) The Company represents, warrants and covenants that
it has the full right, title and authority to enter into this Agreement and
perform its obligations hereunder and that the Company has duly authorized,
executed and delivered this Agreement.
(c) Executive acknowledges and agrees that any and all
plans, concepts, ideas, materials and similar work product made or developed by
Executive in connection with the rendering of Executive's services while
employed by the Company (collectively, the "Material") shall be disclosed to the
Company and all intellectual property rights in such designs or works
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shall rest absolutely in the Company, which shall be entitled, as far as the law
permits, to the exclusive use thereof and shall, at all times, be and remain
solely and exclusively the property of such entity or entities for such entity's
or entities' exploitation in any manner or media as it may deem appropriate
throughout the world and in perpetuity. Notwithstanding the above, Executive
hereby assigns and shall at any time assign to the Company, all rights to the
Material, including without limitation, all copyrights and renewals and
extensions thereof. The Company and such assignees shall have the right in its
or their sole discretion to edit, delete from and/or rearrange the Material and
any recordings thereof and to exploit the Material at any time or times by any
means the Company or such assignees may deem desirable.
9. Successors.
(a) This Agreement is personal to Executive and without
the prior written consent of the Company shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution, and any
assignment in violation of this Agreement shall be void. This Agreement shall
inure to the benefit of and be enforceable by Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns.
(c) The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, or any business
of the Company for which Executive's services are principally performed, to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
10. Withholding. All payments to be made to Executive hereunder
will be subject to all applicable required withholding of federal, state, local
and foreign income and employment taxes.
11. Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered or sent by facsimile transmission, personal or nationally
recognized overnight couriers, or certified U.S. mail with confirmation or
return receipt, addressed as follows: if to Executive, at Executive's last known
address as maintained in the records of the Company; if to the Company, at the
Company's principal executive offices, Attention: General Counsel.
12. Waiver of Breach and Severability. The waiver by either party
of a breach of any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any subsequent breach by either party. In
the event any provision of this Agreement is found to be invalid or
unenforceable, it may be severed from the Agreement and the remaining provisions
of the Agreement shall continue to be binding and effective.
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13. Entire Agreement; Amendment.
(a) This Agreement and the Securities Purchase Agreement
and the Change In Control Severance Agreement contain the entire agreement of
the parties with respect to the subject matter hereof, and except as otherwise
set forth herein, supersedes all prior agreements, promises, covenants,
arrangements, communications, representations and warranties between them,
whether written or oral, with respect to the subject matter hereof.
(b) No provisions of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in writing signed by the parties hereto.
14. Governing Law. THE INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE
PRINCIPLE OF CONFLICTS OF LAWS.
15. Headings. The headings in this Agreement are for convenience
only and shall not be used to interpret or construe its provisions.
16. IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
STAFF LEASING, INC. d/b/a Gevity HR
(the "Company")
By:
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Name: Xxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
"Executive"
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XXXX XXXX
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