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Exhibit 10.07
EMC HOLDINGS, INC.
MANAGEMENT INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of July 1, 1990, between EMC HOLDINGS,
INC., a Delaware corporation (the "Company") and ______________, an officer or
manager of the Company (the "Optionee").
Recitals:
WHEREAS, the Company has adopted and the shareholders have approved the
Management Incentive Stock Option Plan, as amended from time to time (the
"Plan");
WHEREAS, the Company is willing to offer and grant certain options under the
Plan to the Optionee under the terms and conditions set forth below; and
WHEREAS, the Optionee is interested in accepting the stock options provided
for in this Agreement and is willing to abide by the obligations imposed on him
or her under this Agreement in consideration for those stock options.
Provisions:
NOW, THEREFORE, in consideration of the mutual benefits hereinafter
provided, and each intending to be legally bound, the Company and the Optionee
hereby agree as follows:
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1. Acknowledgment of Optionee. The stock options to be granted under this
Agreement are intended to provide to the Optionee an opportunity to purchase
stock of the Company. The Optionee acknowledges that the stock options to be
granted under this Agreement are being conferred upon the Optionee only because
of and on the condition of the willingness of the Optionee to commit his or her
best efforts and loyalty to the Company in the performance of his or her
duties.
2. Effect of the Plan. The stock options to be granted under this
Agreement will be subject to all of the terms and conditions of the Plan, which
are incorporated by reference and made a part of this Agreement. The Optionee
will abide by, and all of the stock options granted to the Optionee will be
subject to, all of the provisions of the Plan and of this Agreement, together
with all rules and determinations from time to time issued by the Committee
appointed pursuant to the Plan (the "Committee").
3. Option Grant and Time for Exercise. Effective as of July 1, 1990, the
Company grants to the Optionee under this Agreement the right and option to
purchase up to an aggregate of 9,700 shares of the Class B Common Stock of the
Company, par value $.0001 per share, at an exercise price of $1.27 per share.
4. Vesting; Exercise of Options. The option rights of the Optionee will be
exercisable for a three year period, beginning July 1, 1995 and ending on July
1, 1998 (the "Expiration Date"), provided that they have vested. Vesting will
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occur with respect to the number of shares and on the date set forth below;
provided that the vesting requirements set forth in the following sentence (the
"Vesting Requirements") are determined to have been satisfied, based upon the
Company's audited financial statements or other information satisfactory to the
Committee.
Number of Shares Vesting Date
---------------- ------------
- The first 2,425 Shares: July 1, 1991
(25% of total grant)
- An additional 2,425 Shares: July 1, 1992
(25% of total grant)
- An additional 2,425 Shares: July 1, 1993
(25% of total grant)
- An additional 2,425 Shares: July 1, 1994
(25% of total grant)
Options will vest annually as provided in the foregoing sentence, provided that
the sum of (i) seven times the Company's consolidated earnings before marketing
expense capitalization, interest and taxes, before giving effect to charges
resulting from (a) the amortization of the purchase price premium associated
with the 1986 and 1989 recapitalizations of the Company; (b) contributions to
the Company's Employee Stock Ownership Plan ("ESOP"); and (c) options granted
under the Plan, or any similar plan adopted by the Company in the future;
("Adjusted EBIT") less (ii) the consolidated total interest bearing debt of the
Company, including all current maturities, short-term interest bearing debt and
capitalized leases, but with such debt being reduced by the amount of cash and
equivalents
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("Net Debt"), exceeds the following amounts at the close of the then most
recent fiscal year:
Fiscal Year 1991 $ 41 Million
Fiscal Year 1992 $ 64 Million
Fiscal Year 1993 $ 88 Million
Fiscal Year 1994 $114 Million
Fiscal Year 1995 $142 Million
Fiscal Year 1996 $174 Million
Fiscal year 1997 $200 Million
Fiscal Year 1998 $217 Million
Fiscal Year 1999 $234 Million
The sale or other disposition of any significant asset(s) will impact the above
calculation because of the effect on Adjusted EBIT, Net Debt and other factors.
The amounts described above will be appropriately revised upon any such sale or
other disposition.
In the event that the vesting requirements are not satisfied in any one
year, the options that were not vested in that year will vest in the next
subsequent or later years if the vesting requirements are met in the next
subsequent or later years.
Notwithstanding the foregoing, the date on which options granted under this
Agreement may be exercised: (i) may be accelerated by the Committee, in its
sole discretion; and (ii) will be accelerated and all options will be
immediately vested and exercisable in the event of a Public Distribution, (as
defined below) or a Change in Control (as defined below), in which Public
Distribution or Change in Control either:
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(a) Any of the Institutional Investors, as such term is defined in the
Stockholders Agreement dated October 26, 1989, realize value on their
shares in the Company in excess of the following amounts:
05/01/90 - 07/31/90 $ 1.58 per share
08/01/90 - 10/31/91 $ 1.69 per share
11/01/90 - 01/31/91 $ 1.81 per share
02/01/91 - 04/30/91 $ 1.93 per share
05/01/91 - 07/31/91 $ 2.07 per share
08/01/91 - 10/31/91 $ 2.21 per share
11/01/91 - 01/31/92 $ 2.37 per share
02/01/92 - 04/30/92 $ 2.54 per share
05/01/92 - 07/31/92 $ 2.72 per share
08/01/92 - 10/31/92 $ 2.91 per share
11/01/92 - 01/31/93 $ 3.11 per share
02/01/93 - 04/30/93 $ 3.33 per share
05/01/93 - 07/31/93 $ 3.56 per share
08/01/93 - 10/31/93 $ 3.81 per share
11/01/93 - 01/31/94 $ 4.07 per share
02/01/94 - 04/30/94 $ 4.36 per share
05/01/94 - 07/31/94 $ 4.67 per share
08/01/94 - 10/31/94 $ 4.99 per share
11/01/94 - 01/31/95 $ 5.34 per share
02/01/95 - 04/30/95 $ 5.72 per share
05/01/95 - 07/31/95 $ 6.12 per share
08/01/95 - 10/31/95 $ 6.54 per share
11/01/95 - 01/31/96 $ 7.00 per share
02/01/96 - 04/30/96 $ 7.49 per share
05/01/96 - 07/31/96 $ 8.02 per share
08/01/96 - 10/31/96 $ 8.58 per share
11/01/96 - 01/31/97 $ 9.18 per share
02/01/97 - 04/30/97 $ 9.82 per share
05/01/97 - 07/31/97 $10.51 per share
08/01/97 - 10/31/97 $11.24 per share
11/01/97 - 01/31/98 $12.03 per share
02/01/98 - 04/30/98 $12.87 per share
05/01/98 - 07/31/98 $13.77 per share
08/01/98 - 10/31/98 $14.74 per share
11/01/98 - 01/31/99 $15.77 per share
02/01/99 - 04/30/99 $16.87 per share
05/01/99 - 07/31/99 $18.05 per share
; or
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(b) The Company's Adjusted EBIT less Net Debt equals or exceeds the
amount set forth below in the fiscal year preceding the fiscal year in
which such event-occurs:
Fiscal Year 1991 $ 41 Million
Fiscal Year 1992 $ 64 Million
Fiscal Year 1993 $ 88 Million
Fiscal Year 1994 $114 Million
Fiscal Year 1995 $142 Million
Fiscal Year 1996 $174 Million
Fiscal Year 1997 $200 Million
Fiscal Year 1998 $217 Million
Fiscal Year 1999 $234 Million
For the purposes of this Agreement, "Public Distribution" will mean a
public offering of common stock of the Company pursuant to an effective
registration statement under the Securities Act of 1933, as amended, (the
"Act") at the conclusion of which (i) the Company is required to register
shares of its common stock under Section 12(b) or (g) of the Securities
Exchange Act of 1934, as amended, and (ii) at least 25% of the outstanding
common stock of the Company shall have been sold to the public pursuant to
one or more effective registration statements under the Act. For the
purposes of this Agreement, "Change in Control" will mean a
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transaction or series of transactions at the conclusion of which any person,
firm or entity, and its Affiliates (as such term is defined in the Exchange
and Repurchase Agreements dated October 26, 1990), becomes the record or
beneficial owner of, and/or obtains the right to purchase, more than 50% of
the stock of the Company, or obtains the power to elect a majority of the
Board of Directors of the Company; provided, however, that the issuance or
transfer of shares, stock options and/or other contract rights to acquire
shares to (a) the EMC Holdings, Inc. Employee Stock Ownership Plan or any
other Employee Stock Ownership Plan hereinafter adopted ("ESOP") or (b) to
one or more individuals who are employees of Holdings and hold options
previously granted under this Plan will not be considered in determining
whether a "Change of Control" has occurred at the time of such issuance or
transfer unless the Compensation Committee of Holdings then determines (in
its discretion) that
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it should be considered for that purpose.
5. Termination of Options.
Any other provision of this plan to the contrary notwithstanding, in the
event of a Change in Control, any Options which are not vested prior to or as a
result of such event will automatically terminate and will thereafter not be
exercisable.
6. Repurchase by Company.
In the event of a Public Distribution or a Change of Control, any or all
of the Options not terminated in accordance with Paragraph 5, above, and
whether or not vested, may, at the option of the Board of Directors, be
repurchased by the Company at a price and on the terms determined in good faith
by the Board of Directors to be the fair market value of such options. In the
absence of clear and convincing evidence to the contrary, the Board of
Directors will be entitled, but will not be required, to rely upon the per
share price which other shareholders (or a material group of them) are to
receive for such shareholder's shares in connection with such Public
Distribution or Change of Control as the fair market value of such shares and
to determine that the fair market value of each option is equivalent to (i)
such per share price received by such other shareholders, reduced by (ii) an
amount equivalent to the exercise price on such Options (or, if such price is
not payable immediately in cash, reduced to account for the exercise price as
determined in good faith by the Board of Directors).
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7. Who May Exercise. During the Optionee's lifetime, the option rights may
be exercised only by him or her. Neither this Agreement nor any right
hereunder will be subject to attachment, execution or other similar process, or
will be transferable or assignable, except only by will or by the laws of
descent and distribution, and then only as provided in Paragraph 12 hereof.
8. Manner of Exercise. The option rights may be exercised with respect to
all or any lesser number of whole shares then vested and subject to such
exercise (but only in accordance with the provisions of this Agreement and such
rules as the Committee may adopt) by the delivery of written notice from the
Optionee to the Company, accompanied by the full payment of the exercise price
per share specified in Paragraph 3 above, in any one or more of the following
ways: in cash, or by check, bank draft or money order.
Upon compliance with all provisions of this Agreement, including, without
limitation, the restrictions on resale set forth in Paragraph 12 of this
Agreement, the Company will deliver to the Optionee a certificate for such
shares with all requisite transfer stamps (if any) attached.
9. Federal Income Tax Consequences of Exercise. Under current law, no
federal income tax consequences will result upon receipt, or vesting, of an
option. Under current law, upon exercise of an option acquired under the Plan,
no federal income tax consequences generally will result unless the Optionee
makes
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a valid election under section 83(b) ("83(b) Election") of the Internal Revenue
Code of 1986, as amended, (the "Code") to recognize ordinary income, if any, in
an amount equal to the difference between the fair market value of the stock
acquired on the date of exercise of such option and the option price of such
stock. A form that may be utilized to effect an 83(b) Election is attached to
this Agreement as Exhibit A. The 83(b) Election is made by filing not later
than thirty (30) days after the date the Optionee exercises such option rights
one copy of the form attached as Exhibit A (i) with the Internal Revenue
Service Center where the Optionee files his or her federal income tax return
and (ii) with the Company pursuant to the procedures prescribed in Paragraph 14
of this Agreement. In addition, one copy of such 83(b) Election form must be
submitted with the Optionee's federal income tax return for the Optionee's
taxable year in which such option was exercised. The ordinary income
recognized as a result of the 83(b) Election will be treated as additional
compensation to the Optionee subject to federal income and certain employment
tax withholdings, which the Optionee must pay, as provided in Paragraph 15.
The Company will notify the Optionee of the amount and the manner of payment of
such withholdings within a reasonable period after receipt of such Optionee's
83(b) Election.
If the Optionee makes a valid 83(b) Election upon exercise of an option,
subsequent appreciation (or depreciation) in the fair market value of the stock
so acquired generally will
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be characterized as capital gain (or loss) and recognized for federal income
tax purposes when the Optionee sells such stock. It is important to note,
however, that the Tax Reform Act of 1986 repealed the deduction of 60% of net
capital gain (defined as the excess of net long-term capital gain over net
short-term capital loss) from a taxpayer's gross income for federal income tax
purposes for taxable years beginning after December 31, 1986. As a result, all
of a taxpayer's income, including net capital gain, will be taxed at ordinary
income rates.
If the stock so acquired is repurchased by the Company under Paragraph
12(b) of this Agreement, the Optionee will recognize either (i) a capital gain
equal to the excess of the amount paid by the Company to repurchase such stock,
over the fair market value on the date of exercise or (ii) a capital loss equal
to the excess of the fair market value of such stock on the date of exercise,
over the amount paid by the Company to the Optionee on the repurchase of such
stock. A capital loss may only offset up to $3,000 of ordinary income of a
taxpayer ($1,500 in the case of a married individual filing separately) in any
one taxable year. Both net short-term capital losses and net long-term capital
losses may be used to offset-up to $3,000 of a taxpayer's ordinary income.
If the Optionee does not make a valid 83(b) Election with respect to such
stock, no federal income tax consequences generally will occur until the
restriction on resale prescribed with respect to such stock under Paragraph
12(a)(1)
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hereof lapses, at which time the Optionee will recognize ordinary income in an
amount equal to the excess, if any, of the fair market value of the stock on
the date such restriction lapses over the exercise price. The ordinary income,
if any, recognized by the Optionee upon the lapse of such resale restriction
will be treated as additional compensation to the Optionee subject to federal
income and certain employment tax withholdings, which the Optionee must pay, as
provided in Paragraph 15. The Company will notify the Optionee of the amount
and the manner of payment of such withholdings within a reasonable period of
time after the lapse of such resale restriction.
The Optionee's federal income tax basis for stock acquired pursuant to the
exercise of such option rights will be equal to the fair market value of such
stock (i) on the date of exercise if a valid 83(b) Election is made, or (ii) on
the date the resale restriction lapses. Upon the subsequent sale of stock so
acquired after the expiration of the resale restriction noted above, the
Optionee will determine gain or loss based on the difference between the amount
realized by the Optionee and the Optionee's federal income tax basis.
The foregoing general discussion of the possible federal income tax
consequences of the exercise of option rights acquired under the Plan (i) is
designed only to alert the Optionee to the various federal income tax
alternatives which are available with respect to the exercise of such option
rights and (ii) is based on the Code as amended through July 1, 1990. The
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Code, as well as the Internal Revenue Service's interpretation of the Code, is
subject to change. Further, the impact of various Code provisions may differ
for the Optionee due to such Optionee's particular tax situation. Accordingly,
the Optionee is urged to consult with his or her tax advisor regarding the
federal income tax consequences of the exercise of option rights acquired under
the Plan.
10. Restrictions on Exercise. This option:
(a) may be exercised only with respect to whole shares;
(b) may not be exercised in whole or in part if such exercise or the
delivery of certificates representing shares purchased pursuant to this
option would constitute a violation of any applicable federal or state
statute or regulation; and
(c) may not be exercised in whole or in part, and no certificates
representing shares purchased pursuant to this option will be
delivered, if any requisite approval of any governmental authority
having jurisdiction over the exercise of such options or over the
issuance of shares pursuant to such options has not been secured, and
the Company covenants
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to use reasonable diligence to obtain all such requisite approvals or
consents.
11. Termination of Options. These options, and all rights hereunder, to
the extent not previously exercised, will terminate immediately and may no
longer be exercised if and when the Optionee ceases to be an employee of the
Company or its subsidiaries, except that:
(i) If his or her employment shall have been terminated involuntarily for
any reason other than theft or dishonesty, the Optionee may at any time within
a period of thirty (30) days after such termination exercise these options
regardless of the extent that such options were exercisable by him or her on
the date of the termination of his or her employment; provided, however, that
an option may not be exercised after the Expiration Date specified in Paragraph
4 hereof.
(ii) If the Optionee dies or becomes permanently disabled while in the
employ of the Company or of any of its subsidiaries or retires after attainment
of age 65, all options held by that Optionee on the date of his or her
termination may be exercised at any time within ninety (90) days after that
date, by the Optionee, the personal representative of the deceased Optionee or
by the person or persons to whom the Optionee's rights under such options shall
pass by will or by the applicable laws of descent and distribution, regardless
of the extent that
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such options otherwise would have been exercisable on that date; provided,
however that an option may not be exercised by any person after the Expiration
Date specified in Paragraph 4 hereof.
(iii) The Committee may grant further exceptions with respect to
exercise of options upon termination of employment in other cases where it may
be in, or not opposed to, the best interest of the Company to do so.
12. Restriction on Resale of Shares; Repurchase by the Company.
(a)(1) The Optionee may not sell or otherwise transfer any share
acquired pursuant to this option prior to the expiration of the
repurchase period described in subparagraph (b) below.
(a)(2) To enforce the restriction on resale set forth in Paragraph
12(a)(1) above, and during such time as said restriction may be in
effect, the Company will have the right to (i) retain the certificate or
certificates representing the shares acquired pursuant to this option or
place them in the custody of its agent, (ii) place a restrictive legend
on the certificate(s) representing such shares, and/or (iii) issue a
stop transfer order to its stock transfer agent with respect to such
shares.
(b)(1) If the employment of the Optionee by the Company and/or its
subsidiaries terminates for any reason and the Optionee has exercised or
thereafter
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exercises any option granted to him or her under the Plan, then, in such
event, the Company will have the option for a period of ninety (90) days
following the termination of employment or exercise of such option, whichever
may last occur, in its discretion, to repurchase any and all shares acquired
by the Optionee pursuant to the exercise of options granted under this Plan
at the price set forth in the following sentence. The value to be paid per
Share by the Company under this Paragraph 12(b)(1) or under 12(b)(2), below
will be the difference between (i)(A) so long as the Company has an ESOP and
is required to obtain appraisals of its stock for the purposes of such ESOP,
the most recent value of its common stock as determined by such appraisal; or
(B) if there is no appraisal of the Company's stock which meets the
requirements of this subparagraph, an amount equal to 7 times the Company's
Adjusted EBIT minus the Net Debt of the Company for the then current or
immediately preceding year, whichever is greater, divided by the number of
shares (on a fully diluted basis) as of the end of such year less (ii) the
exercise price per Share of the options. For the purposes of the foregoing
calculation, the Preferred Stock of the Company (currently owned by the ESOP)
will be treated either (i) as an addition to Net Debt in an amount obtained
by multiplying the number of shares of
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Preferred Stock outstanding times $100.00, in which event such shares will not
be taken into account in determining the number of shares of stock outstanding;
or (ii) as the number of shares of common stock of the Company into which such
shares of Preferred Stock are convertible, in which event such shares will not
be taken into account in determining Net Debt, whichever produces the lower
value. The Company may exercise its option to repurchase such shares by
delivery of written notice thereof to the Optionee within such ninety (90) day
period, and a closing will be held within fifteen (15) days of delivery of such
notice, on the date and at the time and place set forth in such notice.
(b)(2) If the employment of the Optionee by the Company and/or its
subsidiaries terminates and the Committee determines that such termination
was as a result of death, disability, retirement after attainment of age 65
or termination by the Company or subsidiary without cause, then if such
Optionee (or his or her personal representative) has exercised or thereafter
exercises any option granted to him or her under this Plan, in that event
the Optionee (or his or her personal representative) shall have the right,
for a period of 90 days following the termination of employment or exercise
of such option, whichever may last occur, to sell to the Company any and all
Shares
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acquired by such Optionee pursuant to the exercise of options granted under
this Plan at the price equal to, and under the procedure, set forth in
subparagraph (b)(l) of this Paragraph 12.
(c) The Optionee hereby irrevocably appoints the Secretary of the Company
as his or her attorney-in-fact, with full power of substitution, to endorse
over to the Company on behalf of the Optionee the certificate(s)
representing the shares subject to the Company's repurchase option set forth
above.
(d) The Company may grant waivers of the restriction imposed by this
Paragraph 12 in such cases as it may deem to be in, or not opposed to, the
best interest of the Company.
(e) Notwithstanding the foregoing, the rights granted by subparagraphs
(b)(l) and (b)(2) shall terminate upon a Public Distribution (as defined in
Paragraph 4) which results in the common stock of the Company being freely
tradeable in a public market. The Committee shall determine if such stock
is so freely tradeable and will notify the Optionee.
(f) During such time as the restriction on resale contained in Paragraph
12(a)(1) may be in effect, the Optionee will be entitled to enjoy all rights
and privileges otherwise granted to a shareholder of the Company relating to
the shares subject to such
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restriction including, but not limited to the right to vote and to receive
dividends with respect to such shares.
13. Adjustments Upon Changes in Stock. In the event of a change in the
Company's capital stock structure, the adjustments provided for in Paragraph 15
of the Plan will be made.
14. Notices. All notices to the Company must be in writing, addressed and
delivered or mailed to EMC Holdings, Inc., 000 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000, Attention: Treasurer, and all notices to the Optionee
must be in writing addressed and delivered or mailed to him or her at the
address shown on the records of the Company.
15. Withholding. Upon notification by the Company of the amount of any
withholding liability arising as a result of this Agreement or the Plan with
regard to the Optionee, the Optionee hereby agrees (i) to remit to the Company
within the time period specified by the Company an amount equal to any taxes
required to be withheld by the Company under federal, state or local law with
regard to the Optionee, or (ii) that the Company is authorized to withhold in
accordance with applicable law from any wages, salary, bonus or other
compensation payable to the Optionee any taxes required to be withheld by the
Company under federal, state or local law with regard to the Optionee, as the
Company, in its sole discretion, chooses.
16. Governing Law. This Agreement will be governed under the laws of the
Commonwealth of Pennsylvania.
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17. Time of the Essence. For the purposes of this Agreement, time is of
the essence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
ATTEST: EMC HOLDINGS, INC.
--------------------------- ----------------------------
Secretary Vice President and Treasurer
WITNESS: EMC HOLDINGS, INC. COMPENSATION
COMMITTEE
By
--------------------------- -------------------------
Chairman
WITNESS: OPTIONEE
___________________________ ____________________________
Signature
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Exhibit A
(Election form must be filed not later
than 30 days after the date of exercise
of an option granted under the
Management Incentive Stock Option Plan
and a copy must be attached to the
Optionee's next federal income tax
return.)
ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
____________________________, the undersigned taxpayer, hereby
makes an election pursuant to Section 83(b) of the Internal Revenue Code with
respect to the property described below and supplies the following information
in accordance with the regulations promulgated under Section 83(b):
1. The name, address and taxpayer identification number
of the undersigned is:
2. Description of the property with respect to which the
election is being made:
This election relates to ____ shares of Class
B common stock of EMC Holdings, Inc. (the
"Company").
3. The date or dates on which the property was transferred
and the taxable year for which such election was made:
The stock was transferred to the taxpayer on
____________ pursuant to the exercise of
nonqualified stock options granted to the
taxpayer by the Company, and this election is
being made with respect to the calendar year
____________.
4. The restriction or restrictions to which the stock was
subject:
The Management Incentive Stock Option Agreement (the
"Agreement") entered into by and between the Company and the
taxpayer provides that stock acquired pursuant
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to the exercise of options granted under the Agreement is subject to
the restriction that stock may not be sold or otherwise transferred
prior to the expiration of ninety days after the later of (i) the last
exercise of options or (ii) termination of employment.
5. The fair market value of the stock at the time of the exercise of the
nonqualified stock options determined without regard to any lapse restrictions
was _______ per share.
6. The amount paid by the taxpayer for such stock was _____ per share.
7. Copies of this election have been made available to the Company.
---------------------- ----------------------------
Date (Electing Taxpayer)
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SCHEDULE
TO
EMC STOCK OPTIONS
as of January 29, 1996
Date Granted TOTAL GRANTED
Exercise Price
Xxxxxx, X.X. 41,700
Covaleskie, F.T. 2,000
Xxxxxx, X.X. 76,600
DeCoursey, P.T. 150,000
Xxxxxxx, X.X. 291,522
Gioella, R.P. 15,000
Xxxxx, S.R. 10,000
Xxxxxxxx, X.X. 14,100
Grysiak, G.C. 5,600
Xxxxxx, X.X. 10,000
Xxxxxx, M.C. 54,000
Josephs, N.W. 2,000
Xxxxxxxx, L.A. 2,675
Xxxxxxxx, X.X. 5,000
Xxxxx, X.X. 2,000
Xxxx, M.B. 2,000
XxXxxxxxx, X.X. 2,675
XxXxxxxx, X.X. 69,262
Xxxxx, X.X. 12,000
Xxxxxx, X.X. 21,000
O'Day, D.K. 10,600
Xxxxxxxx, X.X. 71,000
Xxxxxxxx, X.X. 41,700
Xxx, X.X. 24,700
Scott, D.C. 2,675
Xxxxxxxxx, X.X. 33,100
Xxxxxxx, X.X. 13,600
Xxxxxx, X.X. 8,000
Termnick, N.G. 15,000
Wahler, J.R. 2,675
XxxXxxx, X.X. 41,000
---------
TOTAL: 1,076,284
