Exhibit 10.7
SEVERANCE AGREEMENT
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THIS AGREEMENT, dated, is made by and between
Autoliv, Inc., a Swedish corporation (the "Company"), and nn (the "Executive").
1. DEFINED TERMS. The definitions of capitalized terms used in
this Agreement are provided in the last Section hereof.
2. TERM OF AGREEMENT. The Term of this Agreement shall commence
on the date hereof and shall continue in effect through December 31, 2002;
PROVIDED, HOWEVER, that commencing on January 1, 2003 and each January 1
thereafter, the Term shall automatically be extended for one additional year
unless, not later than September 30 of the preceding year, the Company or the
Executive shall have given notice not to extend the Term; and FURTHER
PROVIDED, HOWEVER, that if a Change in Control shall have occurred during the
Term, the Term shall expire no earlier than twenty-four (24) months beyond
the month in which such Change in Control occurred.
3. COMPANY'S COVENANTS SUMMARIZED. In order to induce the
Executive to remain in the employ of the Company and in consideration of the
Executive's covenants set forth in Section 4 hereof, the Company agrees,
under the conditions described herein, to pay the Executive the Severance
Payments. Except as provided in Section 9.1 hereof, no Severance Payments
shall be payable under this Agreement unless there shall have been (or, under
the terms of the second sentence of Section 6.1 hereof, there shall be deemed
to have been) a termination of the Executive's employment with the Company
following a Change in Control and during the Term. This Agreement shall not
be construed as creating an express or implied contract of employment and,
except as otherwise agreed in writing between the Executive and the Company,
the Executive shall not have any right to be retained in the employ of the
Company.
4. THE EXECUTIVE'S COVENANTS.
a. The Executive agrees that, subject to the terms and conditions of
this Agreement, in the event of a Potential Change in Control during
the Term, the Executive will remain in the employ of the Company
until the earliest of (i) a date which is six (6) months from the
date of such Potential Change of Control, (ii) the date of a Change
in Control, (iii) the date of termination by the Executive of the
Executive's employment for Good Reason or by reason of death or
Retirement, or (iv) the termination by the Company of the
Executive's employment for any reason.
b. The Executive agrees that for a period of twelve (12) months after
the termination of his employment with the Company he will not (i)
work for a competitor of the Company where any Proprietary
Information in the Executive's possession could be used or (ii)
acquire any ownership interest whatsoever in any competitor of the
Company except for ownership interests of less than 5% of the
outstanding shares of any publicly traded company.
5. COMPENSATION OTHER THAN SEVERANCE PAYMENTS
5.1 If the Executive's employment shall be terminated for any
reason following a Change in Control and during the Term, the Company shall
pay the Executive's full salary to the Executive through the Date of
Termination at the rate in effect immediately prior to the Date of
Termination or, if higher, the rate in effect immediately prior to the first
occurrence of an event or circumstance constituting Good Reason, together
with all compensation and benefits payable to the Executive through the Date
of Termination under the terms of the Company's compensation and benefit
plans, programs or arrangements as in effect immediately prior to the Date of
Termination or, if more favourable to the Executive, as in effect immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason.
5.2 If the Executive's employment shall be terminated for any
reason following a Change in Control during the Term, the Company shall
continue to pay in accordance with relevant Swedish law, rules and
regulations all applicable social costs on behalf of the Executive as such
payments become due.
6. SEVERANCE PAYMENTS
6.1 If (i) the Executive's employment is terminated following a
Change in Control and during the Term, other than (A) by the Company for
Cause, (B) by reason of death, or (C) by the Executive without Good Reason,
or (ii) the Executive voluntarily terminates his employment for any reason
during the one-month period commencing on the first anniversary of the Change
in Control, then, in either such case, the Company shall pay the Executive
the amounts, and provide the Executive the benefits, described in this
Section 6.1 ("Severance Payments") and Section 6.2, in addition to any
payments and benefits to which the Executive is entitled under Section 5
hereof. For purposes of this Agreement, the Executive's employment shall be
deemed to have been terminated following a Change in Control by the Company
without Cause or by the Executive with Good Reason, if (i) the Executive's
employment is terminated by the Company without Cause prior to a Change in
Control (whether or not a Change in Control ever occurs) and such termination
was at the request or direction of a Person who has entered into an agreement
with the Company the consummation of which would constitute a Change in
Control, (ii) the Executive terminates his employment for Good Reason prior
to a Change in Control (whether or not a Change in Control ever occurs) and
the circumstance or event which constitutes Good Reason occurs at the request
or direction of such Person, or (iii) the Executive's employment is
terminated by the Company without Cause or by the Executive for Good Reason
and such termination or the circumstance or event which constitutes Good
Reason is otherwise in connection with or in anticipation of a Change in
Control (whether or not a Change in Control ever occurs). For purposes of any
determination regarding the applicability of the immediately preceding
sentence, any position taken by the Executive shall be presumed to be correct
unless the Company establishes to the Committee by clear and convincing
evidence that such position is not correct.
6.2 In lieu of any further salary payments to the Executive for
periods subsequent to the Date of Termination and in lieu of any severance
benefit otherwise payable to the Executive, the Company shall pay to the
Executive a lump sum severance payment, in cash, equal to two point five
(2.5) times the sum of (i) the Executive's annual base salary as in effect
immediately prior to the Date of Termination or, if higher, in effect
immediately prior to the first occurrence of an event or circumstance
constituting Good Reason, (ii) the average of the annual bonuses earned by
the Executive pursuant to any annual bonus or incentive plan, other than the
Long Term Incentive Plan, maintained by the Company in respect of the two
fiscal years, or if higher, the bonus earned in respect to the fiscal year,
ending immediately prior to the fiscal year in which the Date of Termination
occurs or, if higher, immediately prior to the fiscal year in which occurs
the first event or circumstance constituting Good Reason and (iii) the
taxable value of the benefit of a company car and the value of any pension
benefits that the Executive would have been entitled to should the Executive
have remained in service for 1 year following the Date of Termination. In
addition, the Company shall pay in accordance with relevant Swedish law all
relevant social costs attributable to the lump sum severance payment
described in the previous sentence.
6.3 The payments provided in Section 6.2 hereof shall be made not
later than the fifth day following the Date of Termination; PROVIDED, HOWEVER,
that if the amounts of such payments cannot be finally determined on
or before such day, the Company shall pay to the Executive on such day an
estimate, as determined in good faith by the Company of the minimum amount of
such payments to which the Executive is clearly entitled and shall pay the
remainder of such payments (together with interest on the unpaid remainder
(or on all such payments to the extent the Company fails to make such
payments when due) at 120% of the rate provided in section 1274(b)(2)(B) of
the Code) as soon as the amount thereof can be determined but in no event
later than the thirtieth (30th) day after the Date of Termination. In the
event that the amount of the estimated payments exceeds the amount
subsequently determined to have been due, such excess shall constitute a loan
by the Company to the Executive, payable on the fifth (5th) business day
after demand by the Company (together with interest at 120% of the rate
provided in section 1274(b)(2)(B) of the Code).
6.4 The Company also shall pay to the Executive all legal fees
and expenses incurred by the Executive in disputing in good faith any issue
hereunder relating to the termination of the Executive's employment, in
seeking in good faith to obtain or enforce any benefit or right provided by
this Agreement or in connection with any tax audit or proceeding attributable
to any payment or benefit provided hereunder. Such payments shall be made
within five (5) business days after delivery of the Executive's written
request for payment accompanied with such evidence of fees and expenses
incurred as the Company reasonably may require.
7. TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.
7.1 NOTICE OF TERMINATION. After a Change in Control and during
the Term, any purported termination of the Executive's employment (other than
by reason of death) shall be communicated by written Notice of Termination
from one party hereto to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Executive's employment under the provision so
indicated. Further, a Notice of Termination for Cause is required to include
a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of
the Board which was called and held for the purpose of considering such
termination (after reasonable notice to the Executive and an opportunity for
the Executive, together with the Executive's counsel, to be heard before the
Board) finding that, in the good faith opinion of the Board, the Executive
was guilty of conduct set forth in clause (i) or (ii) of the definition of
Cause herein, and specifying the particulars thereof in detail.
7.2 DATE OF TERMINATION. "Date of Termination," with respect to
any purported termination of the Executive's employment after a Change in
Control and during the Term, shall mean the date specified in the Notice of
Termination (which, in the case of a termination by the Company (except in
the case of a termination for Cause) and by the Executive, shall not be less
than six (6) months from the date such Notice of Termination is given).
7.3 DISPUTE CONCERNING TERMINATION. If within fifteen (15) days
after any Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be extended
until the earlier of (i) the date on which the Term ends or (ii) the date on
which the dispute is finally resolved, either by mutual written agreement of
the parties or by a final judgment, order or decree of an arbitrator or a
court of competent jurisdiction (which is not appealable or with respect to
which the time for appeal there from has expired and no appeal has been
perfected); PROVIDED, HOWEVER, that the Date of Termination shall be extended
by a notice of dispute given by the Executive only if such notice is given in
good faith and the Executive pursues the resolution of such dispute with
reasonable diligence.
7.4 COMPENSATION DURING DISPUTE. If a purported termination
occurs following a Change in Control and during the Term and the Date of
Termination is extended in accordance with Section 7.3 hereof, the Company
shall continue to pay the Executive the full compensation in effect when the
notice giving rise to the dispute was given (including, but not limited to,
salary) and continue the Executive as a participant in all compensation and
benefit plans in which the Executive was participating when the notice giving
rise to the dispute was given, until the Date of Termination, as determined
in accordance with Section 7.3 hereof. Amounts paid under this Section 7.4
are in addition to all other amounts due under this Agreement (other than
those due under Section 5.2 hereof) and shall not be offset against or reduce
any other amounts due under this Agreement.
8. NO MITIGATION. The Company agrees that, if the Executive's
employment with the Company terminates during the Term, the Executive is not
required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company pursuant to Section 6 hereof
or Section 7.4 hereof. Further, the amount of any payment or benefit provided
for in this Agreement shall not be reduced by any compensation earned by the
Executive as a result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.
9. SUCCESSORS: BINDING AGREEMENT.
9.1 In addition to any obligations imposed by law upon any
successor to the Company, the Company will 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 to
expressly assume 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. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive were to terminate
the Executive's employment for Good Reason after a Change in Control, except
that, for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination.
9.2 This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
the Executive shall die while any amount would still be payable to the
Executive hereunder (other than amounts which, by their terms, terminate upon
the death of the Executive) if the Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the executors, personal representatives or
administrators of the Executive's estate.
10. NOTICES. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
registered mail, return receipt requested, postage prepaid, addressed, if to
the Executive, to the address inserted below the Executive's signature on the
final page hereof and, if to the Company, to the address set forth below, or
to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall
be effective only upon actual receipt:
To the Company:
Xxx 000 00
X-000 00 Xxxxxxxxx
Xxxxxx
Attention: Vice President Human Resources
11. MISCELLANEOUS. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by the Executive and such officer as may
be specifically designated by the Board. No waiver by either party hereto at
any time of any breach by the other party hereto of, or of any lack of
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. This
Agreement supersedes any other agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof
which have been made by either party; provided, however, that this Agreement
shall supersede any agreement setting forth the terms and conditions of the
Executive's employment with the Company only in the event that the
Executive's employment with the Company is terminated on or following a
Change in Control, by the Company other than for Cause or by the Executive
other than for Good Reason. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Kingdom of
Sweden. All references to sections of the Code shall be deemed also to refer
to any successor provisions to such sections. Any payments provided for
hereunder shall be paid net of any applicable withholding required under
applicable law and any additional withholding to which the Executive has
agreed. The obligations of the Company and the Executive under this Agreement
which by their nature may require either partial or total performance after
the expiration of the Term (including, without limitation, those under
Sections 6 and 7 hereof) shall survive such expiration.
12. DEFINITIONS. For purposes of this Agreement, the following
terms shall have the meanings indicated below:
(A) "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.
(B) "Beneficial Owner" shall have the meaning set forth in Rule
13d-3 under the Exchange Act.
(C) "Board" shall mean the Board of Directors of the company.
(D) "Cause" for termination by the Company of the Executive's
employment shall mean (i) and wilful and continued failure by the Executive
to substantially perform the Executive's duties with the Company (other than
any such failure resulting from the Executive's incapacity due to physical or
mental illness or any such actual or anticipated failure after the issuance
of a Notice of Termination for Good Reason by the Executive pursuant to
Section 7.1 hereof) after a written demand for substantial performance is
delivered to the Executive by the Board, which demand specifically identifies
the manner in which the Board believes that the Executive has not
substantially performed the Executive's duties, or (ii) the wilful engaging
by the Executive in conduct which is demonstrably and materially injurious to
the Company or its subsidiaries, monetarily or otherwise. For purposes of
clauses (i) and (ii) of this definition, (x) no act, or failure to act, on
the Executive's part shall be deemed "willful" unless done, or omitted to be
done, by the Executive not in good faith and without reasonable belief that
the Executive's act, or failure to act, was in the best interest of the
Company and (y) in the event of a dispute concerning the application of this
provision, no claim by the Company that Cause exists shall be given effect
unless the Company establishes to the Committee by clear and convincing
evidence that Cause exists.
(E) A "Change in Control" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have occurred:
(I) any Persons is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates
other than in connection with the acquisition by the Company or its
Affiliates of a business) representing 25% or more of the combined
voting power of the Company's then outstanding securities, excluding
any Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (i) of paragraph (III) below; or
(II) the following individuals cease for any
reason to constitute a majority of the number of directors then
serving: individuals who, on the date hereof, constitute the Board
and any new director (other than a director whose initial assumption
of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by
the Company's stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who
either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or
recommended; or
(III) there is consummated a merger or
consolidation of the Company or any direct or indirect subsidiary of
the Company with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 60% of the combined
voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such
merger or consolidation, or (ii) a merger or consolidation effected
to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company's then
outstanding securities; or
(IV) the stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or there
is consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, other
than a sale or disposition by the Company of all or substantially
all of the Company's assets to an entity, at least 60% of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of the Company immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of
the Company immediately following such transaction or series of transactions.
(F) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(G) "Committee" shall mean (i) the individuals (not fewer than
three in number) who, on the date six months before a Change in Control,
constitute the Compensation committee of the Board, plus (ii) in the event
that fewer than three individuals are available from the group specified in
clause (i) above for any reason, such individuals as may be appointed by the
individual or individuals so available (including for this purpose any
individual or individuals previously so appointed under this clause (ii)).
(H) "Company" shall mean Autoliv, Inc. and, except in determining
under Section 13(E) hereof whether or not any Change in Control of the
Company has occurred, shall include any successor to its business and/or
assets which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
(I) "Date of Termination" shall have the meaning set forth in
Section 7.2 hereof.
(J) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
(K) "Executive" shall mean the individual named in the first
paragraph of this Agreement.
(L) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) after any Change in Control, or prior to a Change
in Control under the circumstances described in clauses (ii) and (iii) of
the second sentence of Section 6.1 hereof (treating all references in
paragraphs (I) through (VII) below to a "Change in Control" as references
to a "Potential Change in Control"), of any one of the following acts by
the Company, or failures by the Company to act, unless, in the case of any
act or failure to act described in paragraph (I), (V), (VI) or (VII) below,
such act or failure to act is corrected prior to the Date of Termination
specified in the Notice of Termination given in respect thereof:
(I) the assignment to the Executive of any duties
inconsistent with the Executive's status as an executive officer of
the Company or a substantial adverse alteration in the nature or
status of the Executive's responsibilities from those in effect
immediately prior to the Change in Control other than any such
alteration primarily attributable to the fact that the Company may
no longer be a public company;
(II) a reduction by the Company in the Executive's
annual base salary as in effect on the date hereof or as the same
may be increased from time to time except for across-the-board
salary reductions similarly affecting all executives of the Company
and all executives of any Person in control of the Company;
(III) the relocation of the Executive's principal
place of employment to a location more than 30 miles from the
Executive's principal place of employment immediately prior to the
Change in Control or the Company's requiring the Executive to be
based anywhere other than such principal place of employment (or
permitted relocation thereof) except for required travel on the
Company's business to an extent substantially consistent with the
Executive's present business travel obligations;
(IV) the failure by the Company to pay to the
Executive any portion of the Executive's current compensation except
pursuant to an across-the-board compensation deferral similarly
affecting all executives of the Company and all executives of any
Person in control of the Company, or to pay to the Executive any
portion of an instalment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the
date such compensation is due;
(V) the failure by the Company to continue in
effect any compensation plan in which the Executive participates
immediately prior to the Change in Control which is material to the
Executive's total compensation, including but not limited to the
Bonus and Long Term Incentive Plan Bonus set forth as items 2 and 3,
respectively, in the Executive's letter agreement with the Company
dated September 11, 1997 or any substitute plans adopted prior to
the Change in Control, unless an equitable arrangement (embodied in
an ongoing substitute or alternative plan) has been made with
respect to such plan, or the failure by the Company to continue the
Executive's participation therein (or in such substitute or
alternative plan) on a basis not materially less favorable, both in
terms of the amount or timing of payment of benefits provided and
the level of the Executive's participation relative to other
participants, as existed immediately prior to the Change in Control;
(VI) the taking of any action by the Company which
would directly or indirectly deprive the Executive of any material
fringe benefit enjoyed by the Executive at the time of the Change in
Control, or the failure by the Company to provide the Executive with
the number of paid vacation days to which the Executive is entitled
on the basis of years of service with the Company in accordance with
the Company's normal vacation policy in effect at the time of the
Change in Control; or
(VII) any purported termination of the Executive's
employment which is not effected pursuant to a Notice of Termination
satisfying the requirements of Section 7.1 hereof; for purposes of
this Agreement, no such purported termination shall be effective.
The Executive's right to terminate the Executive's employment for
Good Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. The Executive's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.
For purposes of any determination regarding the existence of Good
Reason, any claim by the Executive that Good Reason exists shall be presumed
to be correct unless the Company establishes to the Committee by clear and
convincing evidence that Good Reason does not exist.
(M) "Notice of Termination" shall have the meaning set forth in
Section 7.1 hereof.
(N) "Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
(O) "Potential Change in Control" shall be deemed to have
occurred if the event set forth in any one of the following paragraphs shall
have occurred:
(I) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in
Control;
(II) the Company or any Person publicly announces
an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;
(III) any Person becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
15% or more of either the then outstanding shares of common stock of
the Company or the combined voting power of the Company's then
outstanding securities (not including in the securities beneficially
owned by such Person any securities acquired directly from the
Company or its affiliates); or
(IV) the Board adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in Control
has occurred. (P) "Proprietary Information" shall means all data,
reports, interpretations, forecasts and records containing or
otherwise reflecting information concerning the Company, its
affiliates and subsidiaries which is not available to the general
public.
(Q) "Retirement" shall be deemed the reason for the termination
by the Executive of the Executive's employment if such employment is
terminated in accordance with the Company's retirement policy, including
early retirement, generally applicable to its salaried employees.
(R) "Severance Payments" shall have the meaning set forth in
Section 6.1 hereof.
(S) "Term" shall mean the period of time described in Section 2
hereof (including any extension, continuation or termination described
therein).
AUTOLIV, INC.
By _____________________
Name:
Title:
---------------------
Executive
Address:
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--------------------------
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(Please print carefully)
Schedule to Exhibit 10.7
Form of Severance Agreement
The Severance Agreements between Autoliv, Inc. and the officers
named below are identical in all material respects other than with respect
to the date of the agreement and the employment position of each officer,
which is as follows:
Executive Position Date
Xxxxxx X. Xxxxxxxx Vice President Legal, General Counsel, Secretary 5/1/97
Xxxx Xxxxxxxxx Vice President Quality 5/1/97
Xxx Xxxxxx Vice President Engineering 8/17/99
Xxxxxx Xxxxxxxxx Vice President, Chief Financial Officer 1/31/02
Yngve Haland Vice President Research 5/8/99
Mats Xxxxx Director Corporate Communications 8/17/99
Xxxx Xxxxxxxx Chief Information Officer 1/31/02
Halver Jonzon Vice President Purchasing 1/31/02
Xxxx-Xxxxx Patring Vice President Human Resources 1/31/02
Xxxx Xxxxxxxxxx President and Chief Executive Officer 5/8/99
