1
Exhibit 10.5
EMPLOYMENT AGREEMENT
The parties to this Agreement are AXCELIS TECHNOLOGIES, INC.,
a Delaware corporation (the "Company"), and XXXX X. PUMA, an individual residing
in the Commonwealth of Massachusetts (the "Executive"). The Executive and the
Company mutually desire to set forth in this Agreement the terms and conditions
of an employment relationship following the initial public offering of the stock
of the Company. The execution and delivery of this Agreement have been duly
authorized by the Board of Directors of the Company (the "Board"). This
Agreement shall become effective on the date of the consummation of the initial
public offering of the stock of the Company (the "Effective Date").
NOW, THEREFORE, the Company and the Executive, each intending
to be legally bound, hereby mutually covenant and agree as follows:
1. EMPLOYMENT AND TERM.
(a) EMPLOYMENT. The Company hereby offers to employ the
Executive as the President and Chief Operating Officer of the Company and the
Executive hereby accepts such employment with the Company, for the Term set
forth in Paragraph 1(b). During the Term, the Executive shall also serve as
President and Chief Operating Officer of each significant subsidiary of the
Company.
(b) TERM. The term of the Executive's employment under this
Agreement (the "Term") shall commence on the Effective Date and end on the third
anniversary of the Effective Date, subject to the extension of such Term as set
forth in the immediately following sentence or its earlier termination as
provided in Paragraph 7. Unless either the Company or the Executive provides
written notice to the other, not sooner than 180 days nor later than 120 days
2
prior to the scheduled expiration of the Term as then in effect, the Term shall
be extended for an additional period of one year, and the preceding clause of
this sentence shall again apply with respect to subsequent extensions of the
Term.
2. DUTIES. During the period of employment as provided in
Paragraph 1(b) hereof, the Executive shall serve as President and Chief
Operating Officer of the Company and President and Chief Operating Officer of
each significant subsidiary of the Company. The Executive shall report to the
Chief Executive Officer and perform duties consistent with her positions. In
addition, the Executive shall serve as a member of the Board during the Term.
The Executive shall devote her best skill and efforts (reasonable sick leave and
vacations excepted) to the performance of her duties under this Agreement. In
addition, the Executive may devote reasonable periods required for (i) subject
to the review and approval of the Chief Executive Officer of the Company,
serving as a director or member of a committee of any organization involving no
conflict of interest with the interests of the Company or its subsidiaries; (ii)
fulfilling speaking engagements (iii) engaging in charitable and community
activities; (iv) participating in industry and trade organization activities;
and (v) managing her personal investments; provided, that such activities do not
materially interfere with the regular performance of her duties and
responsibilities under this Agreement.
3. BASE SALARY. For services performed by the Executive for
the Company pursuant to this Agreement during the period of employment as
provided in Paragraph 1(b), the Company shall pay the Executive a base salary at
the rate of at least $380,000 per year, payable in accordance with the Company's
regular payroll practices (but no less frequently than monthly). Any
compensation which may be paid to the Executive under any additional
compensation or incentive plan of the Company or which may be otherwise
authorized from time to time by the
2
3
Board (or an appropriate committee thereof) shall be in addition to the base
salary to which the Executive shall be entitled under this Agreement.
4. SALARY INCREASES. During the Term, the base salary of the
Executive shall be reviewed no less frequently than annually by the Board to
determine whether or not the same should be increased in light of the duties and
responsibilities of the Executive and her performance thereof, and, if it is
determined that an increase is merited, such increase shall be put into effect
at the time determined by the Board and the base salary of the Executive as so
increased shall thereafter constitute the base salary of the Executive for
purposes of Paragraph 3.
5. OTHER BENEFITS. In addition to the base salary to be paid
to the Executive pursuant to Paragraph 3 hereof, the Executive shall also be
entitled to the following:
(a) PARTICIPATION IN PLANS. The Executive shall be entitled to
a bonus opportunity for each fiscal year based on the attainment of performance
goals and objectives established by the Board; such amount shall be 45% of base
salary at the rate in effect for such year if target level performance is
achieved and such greater or lesser amount if actual performance exceeds or
falls short of target performance goals and objectives as provided under the
Company's bonus arrangements for senior executives. With the exception of the
Employee Stock Purchase Plan, the Executive shall also participate in the
various benefit plans maintained in force by the Company from time to time,
including any qualified and nonqualified pension, supplemental pension,
disability, medical, group life insurance, supplemental life insurance coverage,
business travel insurance, sick leave, and other similar retirement and welfare
benefit plans, programs and arrangements.
3
4
(b) STOCK OPTIONS. As of the Effective Date, the Executive
shall be granted the option to purchase up to the number of shares of common
stock of the Company determined by dividing $8,000,000 by the per share
Black-Scholes valuation of an option to purchase a share of common stock of the
Company, assuming a Black-Scholes valuation equal to 60% of the average fair
market value of an Axcelis share on the date of grant, at the per share exercise
price equal to the price per share that common stock is offered to the public in
the initial public offering of the common stock of the Company, in accordance
with and subject to the terms and conditions of the Axcelis Technologies, Inc.
2000 Stock Plan (the "Stock Plan"). Such grant is to be evidenced by an award
agreement setting forth the terms and conditions of the grant. The Board (or a
committee appointed by the Board for such purposes) may thereafter make such
other or additional grants under the Stock Plan as it determines appropriate in
its discretion.
(c) FRINGE BENEFITS. In addition to the foregoing, the
Executive shall be entitled to an office, fringe benefits and other similar
benefits no less favorable than those available to other senior executives of
the Company.
(d) EXPENSE REIMBURSEMENT. The Company shall reimburse the
Executive, upon a proper accounting, for reasonable business expenses and
disbursements incurred by her in the course of the performance of her duties
under this Agreement.
(e) VACATION. The Executive shall be entitled to vacation and
paid time off during the initial and each successive year during the Term of
this Agreement in accordance with the Company's policies applicable to senior
executives, or such greater period as the Board shall approve, without reduction
in salary or other benefits.
(f) CREDIT LINE. The Company shall grant to the Executive a
credit line of up to $500,000 under terms and conditions substantially similar
to the credit line granted by Eaton
4
5
Corporation to the Executive and the Company will agree to a draw down on the
Effective Date of $175,000 by the Executive against such credit line. This
Paragraph 5(f) shall be deemed satisfied if the Company causes itself to be
substituted for Xxxxx Corporation on the Executive's credit arrangements with
Xxxxx Corporation, the Company relieves the Executive of her obligations to
Xxxxx Corporation and the Executive consents to the Company's becoming the
creditor on the credit line and obligor of the amount outstanding to Xxxxx
Corporation thereunder.
6. COVENANTS OF THE EMPLOYEE. In order to induce the Company
to enter into this Agreement, the Executive hereby agrees as follows:
(a) CONFIDENTIALITY. Except as may be required by law and for
acts in the ordinary course of the Executive's performance of her duties for the
Company and believed by the Executive in good faith to be in the best interests
of the Company, the Executive shall keep confidential and shall not divulge to
any other person or entity, during the Term or thereafter, any of the business
secrets or other confidential information regarding the Company, or any of its
subsidiaries or affiliates, which has not otherwise become public knowledge.
(b) RECORDS. All papers, books and records of every kind and
description relating to the business and affairs of the Company, or any of its
subsidiaries or affiliates, whether or not prepared by the Executive shall be
the sole and exclusive property of the Company, and the Executive shall
surrender them to the Company at any time upon request by the Company.
(c) NON-COMPETITION. The Executive hereby agrees with the
Company that, during the Term and for a period of months following the Date of
Termination (as defined in Paragraph 7(c) below) equal to the greater of 12
months or the number of months which would
5
6
have been remaining in the Term but for the termination thereof, (i) she shall
not, directly or indirectly, engage in, be employed by, act as a consultant or
advisor to, be a director, officer, owner or partner of or acquire an interest
in, any business competing with any of the businesses conducted by the Company
or any of its subsidiaries or affiliates, nor without the prior written consent
of the Board directly or indirectly have any interest in, own, manage, operate,
control, be connected with as a stockholder, lender, joint venturer, officer,
employee, partner or consultant, or otherwise engage, invest or participate in
any business that is competitive with any of the businesses conducted by the
Company or by any subsidiary of the Company; provided, however, that nothing
contained in this Paragraph 6(c) shall prevent Executive from investing or
trading in publicly traded stocks, bonds, commodities or securities or in real
estate or other forms of investment for Executive's own account and benefit
(directly or indirectly), so long as such investment activities do not
significantly interfere with Executive's services to be rendered hereunder and
are consistent with the conflict of interest policies maintained by the Company
from time to time, (ii) she shall not actively solicit any employee of the
Company or any of its subsidiaries or affiliates to leave the employment thereof
and (iii) she shall not induce or attempt to induce any customer, supplier,
licensor, licensee or other individual, corporation or business organization
having a business relation with the Company or its subsidiaries or affiliates to
cease doing business with the Company or its subsidiaries or affiliates or in
any way interfere with the relationship between any such customer, licensor or
licensee, supplier, licensee or other individual, corporation or business
organization, and the Company or its subsidiaries or affiliates.
(d) ENFORCEMENT. The Executive agrees and warrants that the
covenants contained herein are reasonable, that valid consideration has been and
will be received therefor and that the agreements set forth herein are the
result of arms-length negotiations between the
6
7
parties hereto. The Executive recognizes and acknowledges that the provisions of
this Paragraph 6 are vitally important to the continuing welfare of the Company,
and its subsidiaries and affiliates, and that money damages constitute a totally
inadequate remedy for any violation thereof. Accordingly, in the event of any
such violation by the Executive, the Company, and its subsidiaries and
affiliates, in addition to any other remedies they may have, shall have the
right to institute and maintain a proceeding to compel specific performance
thereof or to obtain an injunction restraining any action by the Executive in
violation of this Paragraph 6.
7. TERMINATION. Unless earlier terminated in accordance with
the following provisions of this Paragraph 7, the Company shall continue to
employ the Executive and the Executive shall remain employed by the Company
during the entire Term as set forth in Paragraph 1(b). Paragraph 8 hereof sets
forth certain obligations of the Company in the event that the Executive's
employment hereunder is terminated. Certain capitalized terms used in this
Paragraph 7 and Paragraph 8 hereof are defined in Paragraph 7(c) below.
(a) DEATH OR DISABILITY. Except to the extent otherwise
expressly stated herein, including without limitation, as provided in Paragraph
8(a) with respect to certain post-Date of Termination payment obligations of the
Company, this Agreement shall terminate immediately on the Date of Termination
in the event of the Executive's death or in the event of Executive's disability.
For purposes of this Agreement, "Disability" shall mean the absence of the
Executive from the Executive's duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness or injury which is determined to be total and permanent by a
physician selected by the Company or its insurers and reasonably acceptable to
the Executive or the Executive's legal representative. In the event of
disability, until the Date of Termination the base salary payable to the
Executive
7
8
under Paragraph 3 hereof shall be reduced dollar-for-dollar by the amount of
disability benefits, if any, paid to the Executive in accordance with any
disability policy or program of the Company.
(b) NOTIFICATION OF DISCHARGE FOR CAUSE OR RESIGNATION . In
accordance with the procedures hereinafter set forth, the Company may discharge
the Executive from her employment hereunder for Cause and the Executive may
resign from her employment hereunder for Good Reason or otherwise. Any discharge
of the Executive by the Company for Cause or resignation by the Executive for
Good Reason shall be communicated by a Notice of Termination to the Executive
(in the case of discharge) or to the Company (in the case of the Executive's
resignation) given in accordance with Paragraph 10 of 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 providing
a basis for termination of the Executive's employment under the provision so
indicated and (iii) if the Date of Termination is to be other than the date of
receipt of such notice, specifies the termination date (which date shall in all
events be within fifteen (15) days after the giving of such notice). No
purported termination of the Executive's employment for Cause shall be effective
without a Notice of Termination to the Executive. The failure by the Executive
to set forth in any Notice of Termination to the Company any facts or
circumstances which contributes to a showing of Good Reason shall not waive any
right of the Executive hereunder or preclude the Executive from asserting such
fact or circumstances in enforcing the Executive's rights hereunder.
(c) DEFINITIONS. For purposes of this Paragraph 7 and
Paragraph 8 hereof, the following capitalized terms shall have the meanings set
forth below:
8
9
(i) "Accrued Obligations" shall mean, as of the Date
of Termination, the sum of (A) the Executive's base salary under Paragraph 3
through the Date of Termination to the extent not theretofore paid, (B) the
amount of any bonus, incentive compensation, deferred compensation and other
cash compensation accrued by the Executive as of the Date of Termination to the
extent not theretofore paid and (C) any vacation pay, expense reimbursements and
other cash entitlements accrued by the Executive as of the Date of Termination
to the extent not theretofore paid.
(ii) "Cause" shall mean (A) the willful and continued
failure of the Executive to perform substantially the Executive's duties with
the Company or one of its affiliates (other than any such failure resulting from
disability), after a written demand for substantial performance is delivered to
the Executive by the Board or the Chief Executive Officer of the Company which
specifically identifies the manner in which the Board or Chief Executive Officer
believes that the Executive has not substantially performed the Executive's
duties, or (B) the willful engaging by the Executive in illegal conduct or gross
misconduct which is injurious to the Company. For purposes of this provision, no
act or failure to act on the part of the Executive shall be considered "willful"
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive's action or omission was in the
best interests of the Company. Any act or failure to act based upon authority
given pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer or based on the advice of a senior
officer of the Company or counsel for the Company shall be conclusively presumed
to be done, or omitted to be done, by the Executive in good faith and in the
best interests of the Company. The cessation of employment of the Executive
shall not be deemed to be for Cause unless and until there shall have been
delivered to the Executive a copy of a
9
10
resolution duly adopted by the affirmative vote of not less than two-thirds of
the entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is
guilty of the conduct described in subparagraph (A) or (B) above of this
Paragraph 7(c)(ii) , and specifying the particulars thereof in detail.
(iii) "Date of Termination" shall mean (A) in the
event of a discharge of the Executive by the Company for Cause or a resignation
by the Executive for Good Reason, the date the Executive (in the case of such
discharge) or the Company (in the case of such resignation) receives a Notice of
Termination, or any later permitted date specified in such Notice of
Termination, as the case may be, (B) in the event of a discharge of the
Executive without Cause or a resignation by the Executive without Good Reason,
the date the Executive (in the case of discharge) or the Company (in the case of
resignation) receives notice of such termination of employment, (C) in the event
of the Executive's death, the date of the Executive's death, and (D) in the
event of termination of the Executive's employment by reason of disability
pursuant to Paragraph 7(a), the date the Executive receives written notice of
such termination.
(iv) "Good Reason" shall mean any of the following:
(A) the assignment to the Executive of any duties inconsistent in any respect
with the Executive's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by
Paragraph 2 of this Agreement, or any other action by the Company which results
in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith and which is
10
11
remedied by the Company promptly after receipt of notice thereof given by the
Executive; (B) any failure by the Company to comply with any of the provisions
of Paragraphs 3, 4 and 5 of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive; (C) the Company's requiring the Executive to be based at any office
or location other than Beverly, Massachusetts or the Company's requiring the
Executive to travel on Company business to a substantially greater extent than
required immediately prior to the Effective Date; (D) any purported termination
by the Company of the Executive's employment otherwise than as expressly
permitted by this Agreement; or (E) any failure by the Company to comply with
and satisfy the terms and conditions of that certain Indemnification Agreement
between the Company and the Executive (the "Indemnification Agreement").
(v) "Monthly Bonus Amount" shall mean the quotient of
(A) the "bonus percentage" (as hereinafter defined) times the Executive's annual
base salary as in effect under Paragraph 3 on the Date of Termination, divided
by (B) twelve (12). The term "bonus percentage" shall mean the percentage of the
Executive's base salary that the Executive received as a bonus with respect to
the fiscal year immediately preceding the fiscal year in which the Date of
Termination occurs, but in no event less than 25%.
8. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) DISCHARGE FOR CAUSE, RESIGNATION WITHOUT GOOD REASON,
DEATH OR DISABILITY. In the event of a discharge of the Executive for Cause or
resignation by the Executive without Good Reason, or in the event this Agreement
terminates pursuant to Paragraph 7(a) by reason of the death or disability of
the Executive:
11
12
(i) the Company shall pay all Accrued Obligations to
the Executive, or to her beneficiaries, heirs or estate in the event of the
Executive's death, in a lump sum in cash within thirty (30) days after the Date
of Termination; and
(ii) the Executive, or her beneficiaries, heirs or
estate in the event of the Executive's death, shall be entitled to receive all
benefits accrued by her as of the Date of Termination under the Qualified Plans
and all other qualified and nonqualified retirement, pension, profit sharing and
similar plans of the Company in such manner and at such time as are provided
under the terms of such plans and arrangements; and
(iii) except as otherwise provided in Paragraph 15
hereof, all other obligations of the Company under this Agreement shall cease
forthwith.
(b) DISCHARGE WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON. If
the Executive is discharged other than for (x) Cause (i.e., without Cause) or
(y) disability, or if the Executive resigns with Good Reason:
(i) the Company shall pay to the Executive in a lump
sum in cash within thirty (30) days after the Date of Termination the aggregate
of the following amounts:
(A) all Accrued Obligations; and
(B) an amount equal to her monthly base
salary at the highest rate in effect in the most recent year
multiplied by the greater of (i) 24 or (ii) the number of full
and partial months in the then remaining Term of this
Agreement; and
(C) an amount equal to the Monthly Bonus
Amount multiplied by the greater of (i) 24 or (ii) the number
of full and partial months in the then remaining Term of this
Agreement.
12
13
(ii) for the number of months equal to the multiplier
used in Paragraph 8(b)(i)(B) and (C), the Company shall either (A) arrange to
provide the Executive and her dependents, at the Company's cost, with life,
disability and health coverage, whether insured or not insured, providing
substantially similar benefits to those which the Executive and her dependents
were receiving immediately prior to the Date of Termination, to the extent the
Company continues to maintain benefit plans providing for such benefits for
executives generally or (B) in lieu of providing such coverage, pay to the
Executive within thirty (30) days after the Date of Termination a lump sum
amount in cash equal to two (2) times the projected cost to the Company of
providing the extended benefit coverage referred to in clause (A) (as such cost
shall be calculated by a nationally recognized benefit consulting firm using
reasonable assumptions); and
(iii) the Executive shall be entitled to receive all
benefits accrued by her as of the Date of Termination under all qualified and
nonqualified retirement, pension, profit sharing and similar plans of the
Company in such manner and at such time as are provided under the terms of such
plans; and
(iv) all stock options and other stock interests or
stock-based rights awarded to the Executive by the Company on or before the Date
of Termination shall become fully vested and nonforfeitable as of the Date of
Termination and shall remain in effect and exercisable in accordance with the
terms and conditions of their grant; and
(v) except as otherwise provided in Paragraph 15
hereof, all other obligations of the Company under this Agreement shall cease
forthwith.
(c) PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to
make the payments and the arrangements provided for herein shall be absolute and
unconditional, and shall
13
14
not be affected by any circumstances, including, without limitation, any offset,
counterclaim, recoupment, defense, or other right which the Company may have
against the Executive or any other party. Each and every payment made hereunder
by the Company shall be final, and the Company shall not seek to recover all or
any part of such payment from the Executive or from whomsoever may be entitled
thereto, for any reasons whatsoever.
(d) CONTRACTUAL RIGHTS TO BENEFITS. This Agreement establishes
and vests in the Executive a contractual right to the benefits to which she is
entitled hereunder. The Executive shall not be obligated to seek other
employment in mitigation of the amounts payable or arrangements made under any
provision of this Agreement, and the obtaining of any such other employment
shall in no event effect any reduction of the Company's obligations to make the
payments and arrangements required to be made under this Agreement.
9. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the heirs and representatives of the Executive and the
successors and assigns of the Company. The Company shall require any successor
(whether direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation, or otherwise) to all or a
majority of its assets, by agreement in form and substance satisfactory to the
Executive, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform this
Agreement if no such succession had taken place. Regardless whether such
agreement is executed, this Agreement shall be binding upon any successor of the
Company in accordance with the operation of law and such successor shall be
deemed the "Company" for purposes of this Agreement.
10. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed
14
15
within the continental United States by first class certified mail, return
receipt requested, postage prepaid, addressed as follows:
(a) to the Board or the Company, to:
Axcelis Technologies, Inc.
00 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
(b) to the Executive, to:
Xxxx X. Puma
----------------------------
----------------------------
Addresses may be changed by written notice sent to the other party at the last
recorded address of that party.
11. NO ASSIGNMENT. Except as expressly provided in Paragraph
9, this Agreement is not assignable by any party and no payment to be made
hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or other charge.
12. EXECUTION IN COUNTERPARTS. This Agreement will be executed
by the parties hereto in two or more counterparts, each of which shall be deemed
to be an original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.
13. JURISDICTION AND GOVERNING LAW. Jurisdiction over disputes
with regard to this Agreement shall be exclusively in the courts of the
Commonwealth of Massachusetts, and this Agreement shall be construed and
interpreted in accordance with and governed by the local laws of the
Commonwealth of Massachusetts, other than the conflict of laws provisions of
such laws.
15
16
14. SEVERABILITY. If any provision of this Agreement shall be
adjudged by any court of competent jurisdiction to be invalid or unenforceable
for any reason, such judgment shall not affect, impair or invalidate the
remainder of this Agreement.
15. PRIOR UNDERSTANDINGS. Except for the Change of Control
Agreement and the Indemnification Agreement between the parties, this Agreement
embodies the entire understanding of the parties hereto, and supersedes all
other oral or written agreements or understandings between them regarding the
subject matter hereof. In the event of a termination of Executive's employment
following a Change of Control (as defined in such Change of Control Agreement),
the Executive shall be entitled to receive the greater of the amounts and
benefits under this Agreement or the Change of Control Agreement but the
Executive shall not receive the aggregate of the amounts and benefits under both
such agreements. If she is entitled to receive amounts and benefits under both
the Change of Control Agreement and this Agreement, the amount and benefits
payable, if any, under the Change of Control Agreement shall be deemed to have
been paid first and, if the amounts and benefits due under this Agreement are
greater than those actually paid under the Change of Control Agreement, such
excess shall be paid under this Agreement. Nothing in this Agreement is intended
as and shall not be read as a modification of the Indemnification Agreement and
the Indemnification Agreement shall be and remain in full force and effect in
accordance with its terms. No change, alteration or modification hereof may be
made except in a writing, signed by each of the parties hereto. The headings in
this Agreement are for convenience of reference only and shall not be construed
as part of this Agreement or to limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the 30th day of June, 2000 to be effective as of the
Effective Date.
16
17
AXCELIS TECHNOLOGIES, INC.
Attest:
/s/ XXX XXXXXXXXXXXX By: /s/ XXXXXX X. XXXXXX
--------------------------- ---------------------------------
Name: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President--
------------------------------
Chief Financial and
------------------------------
Planning Officer
------------------------------
XXXX X. PUMA
Witness:
/s/ XXXXX X. XXXXXXX /s/ XXXX X. PUMA
-------------------------- ------------------------------------
17
