Exhibit 10.13
EMPLOYMENT SECURITY AGREEMENT
This Employment Security Agreement (the "Agreement") is entered into
as of this 9th day of November, 2000 [SEE SCHEDULE A - ITEM I] (the "Agreement
Date"), by and between Wisconsin Central Transportation Corporation, a Delaware
corporation ("Employer"), and Xxxxx X. Xxxxxx [SEE SCHEDULE A - ITEM II]
("Executive").
W I T N E S S E T H:
Whereas, Executive is currently employed by Employer as its Assistant
Vice President, Treasurer & Assistant Secretary [SEE SCHEDULE A - ITEM III].
Whereas, Executive and Employer desire to enter into the Agreement in
order to provide security to Executive with respect to his employment;
Now, therefore, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. For purposes of the Agreement:
(a) "Affiliate" or "Associate" shall have the meaning set forth in
Rule 12b-2 under the Securities Exchange Act of 1934.
(b) "Base Salary" shall mean the average of Executive's annual base
salary at the rates in effect during the 24 months prior to an event that
constitutes a termination of employment under circumstances set forth in
subsection 2(a); provided that such average rate shall in no event be less than
the highest annual rate in effect for Executive at any time during the 12-month
period preceding the applicable Change in Control.
(c) "Beneficiary" shall mean the person or entity designated by
Executive, by written instrument delivered to Employer, to receive the benefits
payable under the Agreement in the event of his death. If Executive fails to
designate a Beneficiary, or if no Beneficiary survives Executive, such death
benefits shall be paid:
(i) to his surviving spouse;
(ii) if there is no surviving spouse, to his living descendants
PER STIRPES; or
(iii) if there is neither a surviving spouse nor descendants, to
his duly appointed and qualified executor or personal representative.
Ex. 10.13 - Page 1
(d) "Bonus" shall mean the average of the actual bonuses earned by
Executive for each of the 2 full fiscal years of Employer preceding an event
that constitutes a termination of employment under circumstances set forth in
subsection 2(a); provided that such average bonus shall in no event be less than
the highest actual bonus earned by Executive for any full fiscal year of
Employer ending during the 12-month period prior to the applicable Change in
Control, or if no such full fiscal year occurs, the actual bonus earned for any
partial fiscal year ending during such period divided by a fraction, the
numerator of which is the number of full calendar months in such partial year
and the denominator of which is twelve.
(e) A "Change in Control" shall be deemed to take place on the
occurrence of any of the following events on or after the Agreement Date:
(i) The acquisition by an entity, person or group (including
all Affiliates or Associates of such entity, person or group, but
excluding any person who on the Agreement Date was the beneficial
owner of capital stock of Employer entitled to exercise 30% or more of
the Voting Power (as defined below)) of beneficial ownership, as that
term is defined in Rule 13d-3 under the Securities Exchange Act of
1934, of capital stock of Employer, if after such acquisition such
entity, person or group is entitled to exercise more than 30% of the
outstanding voting power of all capital stock of Employer entitled to
vote in elections of directors ("Voting Power");
(ii) The effective time of (1) a merger or consolidation of
Employer with one or more other corporations as a result of which the
holders of the outstanding Voting Power of Employer immediately prior
to such merger or consolidation (other than the surviving or resulting
corporation or any Affiliate or Associate thereof) hold less than 50%
of the Voting Power of the surviving or resulting corporation, or (2)
a transfer of 30% of the Voting Power, or a Substantial Portion of the
Property, of Employer other than to an entity of which Employer owns
at least 50% of the Voting Power; or
(iii) During any 24-month period, individuals who at the
beginning of such period constituted the Board of Directors of
Employer (together with any new directors whose election by the Board
of Directors or nomination for election by Employer's stockholders was
approved by a vote of at least a majority of the directors who either
were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of Employer's Board of Directors.
Notwithstanding the foregoing, a Change in Control shall not be deemed to take
place by virtue of any transaction in which Executive is a participant in a
group effecting an acquisition of Employer if, after such acquisition, Executive
holds an equity interest in the entity that has acquired Employer.
(f) "Good Cause" shall be deemed to exist if, and only if:
Ex. 10.13 - Page 2
(i) Executive engages in acts or omissions constituting
dishonesty, intentional breach of fiduciary obligation, intentional
wrongdoing, or malfeasance, in each case that results in substantial
harm to the business or property of Employer or any Affiliate or
Associate; or
(ii) Executive is convicted of a criminal violation involving
fraud or dishonesty.
(g) "Good Reason" shall exist if:
(i) There is a significant reduction in the nature or the scope
of Executive's authority, or a significant adverse change in his
overall working environment;
(ii) Executive is assigned duties materially inconsistent with
his present duties, responsibilities and status;
(iii) There is a significant reduction in Executive's monthly
rate of base salary or bonus;
(iv) Employer or an Affiliate or Associate changes by 50 miles
or more the principal location in which Executive is required to
perform services;
(v) There is a significant increase in the level of travel for
business purposes required of Executive by Employer or an Affiliate
or Associate; or
(vi) Executive in good faith determines that as the result of
a Change in Control he is unable to carry out his duties and
responsibilities for Employer or an Affiliate or Associate in a
manner consistent with the practices, standards or values of Employer
or an Affiliate or Associate immediately prior to the Change in
Control.
(h) "Incentive Plan" shall mean any incentive, bonus, deferred
compensation or similar plan or arrangement currently or hereafter made
available by Employer or an Affiliate or Associate in which Executive is
eligible to participate.
(i) "Retirement Plan" shall mean any qualified or supplemental
employee pension benefit plan, as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), currently or
hereinafter made available by Employer or an Affiliate or Associate in which
Executive is eligible to participate.
(j) "Severance Period" shall mean the period beginning on the date
Executive's employment with Employer and all Affiliates and Associates
terminates under circumstances described in subsection 2(a) and ending on the
date 24 months thereafter.
Ex. 10.13 - Page 3
(k) "Substantial Portion of the Property of Employer" shall mean 50%
of the aggregate book value of the assets of Employer, its Affiliates and
Associates as set forth on the most recent balance sheet of Employer, prepared
on a consolidated basis, audited by its regularly engaged, independent,
certified public accountants.
(l) "Term" shall mean the period beginning on the date hereof and
terminating on the date 24 months after the date hereof, provided that for each
day from and after the date hereof the Term will automatically be extended for
an additional day, unless either Employer or Executive has given written notice
to the other party of its or his election to cease such automatic extension, in
which case the Term shall be the 24-month period beginning on the date such
notice is received by such other party.
(m) "Welfare Plan" shall mean any health plan, dental plan,
disability plan, survivor income plan or life insurance plan, as defined in
Section 3(1) of ERISA, currently or hereafter made available by Employer or an
Affiliate or Associate in which Executive is eligible to participate.
2. BENEFITS UPON TERMINATION OF EMPLOYMENT. (a) The following
provisions will apply if a Change in Control occurs during the Term, and if at
any time during the 24 months after such Change in Control occurs (whether
during or after the expiration of the Term), (i) the employment of Executive
with Employer and, if applicable, all Affiliates and Associates is terminated by
Employer or such Affiliates and Associates for any reason other than Good Cause,
or (ii) Executive terminates his employment with Employer and, if applicable,
all Affiliates and Associates for Good Reason:
(1) Employer shall pay Executive or his Beneficiary an amount
equal to all base salary, bonus and reimbursement for fringe benefits
due to Executive and unpaid at the date of termination.
(2) Employer shall pay Executive or his Beneficiary an amount
equal to the sum of (A) his Base Salary plus (B) his Bonus, all
multiplied by two. Such amount shall be paid to Executive or his
Beneficiary in a lump sum within 30 days after his date of termination
of employment.
(3) Employer shall pay Executive or his Beneficiary an amount
equal to the pro rata portion of Executive's target annual incentive
bonus compensation, under the applicable Incentive Plan, for the
fiscal year of Employer in which the date of termination of employment
occurs that is applicable to the period commencing on the first day of
such fiscal year and ending on the date of termination. Such amount
shall be paid to Executive or his Beneficiary in a lump sum within 30
days after his date of termination of employment.
(4) Executive or his Beneficiary, or any other person entitled to
receive benefits with respect to Executive under any Incentive Plan,
Retirement Plan, Welfare Plan, or any other plan or program maintained
by Employer or an Affiliate or Associate in which Executive
participates on the date of termination of
Ex. 10.13 - Page 4
employment, shall receive any and all benefits accrued under such Plan
or other plan or program, to the date of termination of employment,
the amount, form and time of payment of such benefits to be determined
by the terms of such Incentive Plan, Retirement Plan, Welfare Plan or
other plan or program. Payment shall be made at a date selected by
Executive, if permitted under any such Plan or other plan or program,
or if no such election is permitted, at the earliest date permitted
under any such Plan or other plan or program.
(5) If upon the date of termination of Executive's employment,
Executive holds any options with respect to stock of Employer, all
such options will immediately become exercisable upon such date and
will be exercisable for 365 days thereafter. Any restrictions on stock
of Employer owned by Executive on the date of termination of his
employment will lapse on such date. To the extent such acceleration or
extension of exercise of such options, or such lapse of restrictions,
is not permissible under the terms of any plan pursuant to which the
options or restricted stock were granted, Employer will pay to
Executive or his Beneficiary (A) an amount equal to the excess, if
any, of the aggregate fair market value of all stock of Employer
subject to such options, determined on the date of termination of
employment, over the aggregate exercise price of such options, and
Executive or his Beneficiary will surrender all such options
unexercised, and (B) the aggregate fair market value on the date of
termination of employment of all such restricted stock and Executive
or his Beneficiary shall transfer such stock to Employer. Payments
pursuant to the preceding sentence will be paid in cash to Executive
or his Beneficiary in a lump sum within 30 days after his date of
termination of employment.
(6) During the Severance Period, Executive and his spouse, and
other dependents, will continue to be covered by all Welfare Plans in
which he and his spouse, and other dependents, were participating
immediately prior to the date of his termination of employment as if
he continued to be an employee of Employer or an Affiliate or
Associate and Employer will continue to pay the costs of coverage of
Executive and his spouse, and other dependents, under such Welfare
Plans on the same basis as is applicable to active employees covered
thereunder; provided that, if participation in any one or more of such
Welfare Plans is not possible under the terms thereof, Employer will
provide substantially identical benefits. Coverage under any such
Welfare Plan will cease if and when Executive obtains employment with
another employer during the Severance Period, and becomes eligible for
coverage under any substantially similar Welfare Plan provided by his
new employer.
Executive's right to continuation of coverage under the Welfare
Plans providing health and medical insurance coverage, pursuant to
Section 4980B of the Internal Revenue Code of 1986, as amended (the
"Code") (or any successor section), and Sections 601-609 of ERISA (or
any successor sections) shall commence on the date of termination of
employment pursuant to subsection 2(a).
Ex. 10.13 - Page 5
(7) During the Severance Period, Executive shall not be entitled
to reimbursement for fringe benefits, including without limitation,
dues and expenses related to club memberships, automobile expenses,
expenses for professional services and other similar perquisites.
(b) If the employment of Executive with Employer and all Affiliates
and Associates is terminated by Employer, such Affiliate or Associate, or
Executive other than under circumstances set forth in subsection 2(a),
Executive's compensation shall be paid through the date of his termination, and
Employer shall have no further obligation to Executive or any other person under
the Agreement. Such termination shall have no effect upon Executive's other
rights, including but not limited to rights under any Incentive Plan, Retirement
Plan, Welfare Plan, or other employee plan or program.
(c) Notwithstanding anything herein to the contrary, in the event
Employer or any Associate or Affiliate shall terminate the employment of
Executive for Good Cause hereunder, Employer or such Associate or Affiliate
shall give Executive at least thirty (30) days prior written notice specifying
in detail the reason or reasons for Executive's termination. Notwithstanding
anything herein to the contrary, in the event Executive shall terminate
employment with Employer or any Associate or Affiliate for Good Reason
hereunder, Executive shall give Employer or such Associate or Affiliate at least
thirty (30) days prior written notice specifying in detail the reason or reasons
for Executive's termination.
3. LIMITATION ON PAYMENTS. In the event that Executive would, except
for this Section 3, be subject to a tax pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor provision that
may be in effect, as a result of "parachute payments" (as that term is defined
in Section 280G(b)(2)(A) of the Code) made pursuant to the Agreement, or a
deduction would not be allowed to Employer for all or any part of such payments,
by reason of Section 280G(a) of the Code, or any successor provision that may be
in effect, unless Executive gives prior written notice specifying a different
order to Employer to effectuate the limitations required herein, Employer shall
reduce, eliminate, or postpone such payments in such amounts, and in such order
as it shall determine, as are required to reduce the aggregate "present value"
(as that term is defined in Section 280G(d)(4) of the Code) of such payments to
one dollar less than an amount equal to three times Executive's "base amount,"
(as that term is defined in Sections 280G(b)(3)(A) and 280G(d)(1) and (2) of the
Code) to the end that Executive is not subject to tax pursuant to such Section
4999 and no deduction is disallowed by reason of such Section 280G(a).
4. SETOFF. No payments or benefits payable to or with respect to
Executive pursuant to the Agreement shall be reduced by any amount Executive or
his spouse or Beneficiary may earn or receive from employment with another
employer or from any other source, except as expressly provided in subsection
2(a)(5).
Ex. 10.13 - Page 6
5. DEATH. If Executive's employment with Employer and all Affiliates
and Associates terminates under circumstances described in Section 2, other than
death, then upon Executive's subsequent death, all unpaid amounts payable to
Executive under subsections 2(a)(1), (2), (3) or (4) or 2(b), if any, shall be
paid to his Beneficiary, and if subsection 2(a) applies, his spouse and other
dependents shall continue to be covered under all applicable Welfare Plans
during the remainder of the Severance Period, if any, pursuant to subsection
2(a)(5).
6. NO SOLICITATION OF REPRESENTATIVES AND EMPLOYEES. During the
Severance Period, without Employer's prior written consent, Executive shall not
solicit to employ or solicit to engage as a consultant any person who is then an
employee of Employer or any Affiliate or Associate (for this purpose, Tranz Rail
Holdings Limited, English Welsh & Scottish Railway Holdings Limited and
Australian Transport Network Limited, and their respective subsidiaries).
7. CONFIDENTIALITY. Executive agrees that he will not, without the
prior written consent of Employer, during the period after the date of the
Agreement, directly or indirectly disclose to any individual, corporation or
other entity (other than Employer or its Affiliates or Associates, or their
respective officers, directors or employees entitled to such information) or use
for his own or such another's benefit, any information, whether or not reduced
to written or other tangible form, which (a) is not generally known to the
public or in the industry; (b) has been treated by Employer or any of its
Affiliates or Associates as confidential or proprietary; and (c) is of
competitive advantage to Employer or any of its Affiliates or Associates (such
information being referred to in this section as "Confidential Information").
Confidential Information which becomes generally known to the public without
violation of the Agreement shall cease to be subject to the restrictions of this
paragraph. This section shall not be applicable if and to the extent Executive
is required to testify in a legislative, judicial or regulatory proceeding
pursuant to an order of Congress, any state or local legislature, a judge, or an
administrative law judge, or is otherwise required by law to disclose such
Confidential Information, or to the extent Executive provides information on
Employer's behalf either to rating agencies, investment bankers, creditors or
other similar third parties, or to accountants, counsel or agents or
representatives of Employer.
8. NON-COMPETITION. During the Severance Period, Executive agrees
that he will not (other than on behalf of one of the Class 1 railroads in the
United States or Canada) directly or indirectly engage in, assist, perform
services for, establish, or have any equity interest (other than ownership of 1%
or less of the outstanding stock of any corporation listed on the New York or
American Stock Exchanges or included in the NASDAQ National Market System) in,
whether as an employee, officer, director, agent, security holder, creditor,
consultant or otherwise, any entity or person which conducts rail operations in
the State of Wisconsin, the Upper Peninsula of Michigan, the Chicago Switching
District, the Minneapolis-St. Xxxx Switching District, the Province of Ontario,
the United Kingdom, New Zealand, Australia, or Jordan.
Ex. 10.13 - Page 7
9. FORFEITURE. If Executive shall at any time violate any obligation
of his under Sections 6, 7 or 8 in a manner that results in material damage to
Employer, any Affiliate or Associate, or its business, he shall immediately
forfeit his right to any benefits not yet paid or due to be paid or provided
under the Agreement, and Employer shall thereafter have no further obligation
hereunder to Executive or his spouse, Beneficiary or any other person.
10. SPECIFIC ENFORCEMENT. Executive agrees that any material breach
by him of Sections 6 through 8 of the Agreement will cause Employer great injury
which will be difficult, if not impossible, to measure, and that such injury
will be immediate and irreparable for which Employer will have no adequate
remedy at law. Consequently, Executive agrees that any material breach by
Executive of the foregoing Sections 6 through 8 of the Agreement shall entitle
Employer to injunctive relief, and, as set forth in Section 9, shall entitle
Employer to cancel its obligations, pursuant to Section 9, under the Agreement,
provided that if a material breach occurs, Employer shall notify Executive of
such breach and Executive may, if possible, attempt to cure such material
breach. Executive agrees that, in the event of a material breach by Executive of
the foregoing provisions of the Agreement, Employer would be more harmed by the
denial of an injunction or other equitable relief than Executive would be harmed
by the issuance of an injunction or other equitable relief, and that the public
interest would be furthered by the issuance of an injunction or other equitable
relief to prevent further or additional breach of the foregoing provisions of
the Agreement.
11. EXECUTIVE ASSIGNMENT. No interest of Executive or his Beneficiary
under the Agreement, or any right to receive any payment or distribution
hereunder, shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment, or other alienation or encumbrance of any kind, nor may
such interest or right to receive a payment or distribution be taken,
voluntarily or involuntarily, for the satisfaction of the obligations or debts
of, or other claims against, Executive or his Beneficiary, including claims for
alimony, support, separate maintenance, and claims in bankruptcy proceedings.
12. BENEFITS UNFUNDED. Except as otherwise provided in Sections 13
and 15, all rights under the Agreement of Executive and his Beneficiary, shall
at all times be entirely unfunded, and no provision shall at any time be made
with respect to segregating any assets of Employer for payment of any amounts
due hereunder. Neither Executive nor his Beneficiary shall have any interest in
or rights against any specific assets of Employer, and Executive and his
Beneficiary shall have only the rights of a general unsecured creditor of
Employer.
13. EMPLOYMENT WITH AFFILIATES AND ASSOCIATES. For purposes of the
Agreement, Base Salary and Bonuses shall include remuneration received by
Executive from Employer and all Affiliates and Associates.
14. WAIVER. No waiver by any party at any time of any breach by the
other party of, or compliance with, any condition or provision of the Agreement
to be
Ex. 10.13 - Page 8
performed by such other party shall be deemed a waiver of any other provisions
or conditions at the same time or at any prior or subsequent time.
15. LITIGATION EXPENSES. Employer shall pay 100% of Executive's
reasonable attorneys' fees and legal expenses, up to a maximum of $100,000, in
connection with any judicial proceeding to enforce the Agreement, or to construe
or determine the validity of the Agreement or otherwise in connection therewith.
Notwithstanding the preceding sentence, payments shall be made under this
section only insofar as Executive prevails in such litigation or such litigation
is resolved through settlement. The Board of Directors of Employer shall, in its
discretion, have the right at any time and from time to time to cause Employer
to fund all or any portion of the estimated amount of its obligations under this
section in such manner as it deems appropriate, including without limitation,
contributions to a trust agreement with an independent trustee as described in
Section 13, a bank letter of credit or an indemnity agreement with an
independent third party.
16. RELEASE. Notwithstanding any other provision of the Agreement,
payment of any benefit under the Agreement to Executive is conditioned upon the
prior execution by Executive of a release, in a form reasonably satisfactory to
Employer, whereby Executive fully releases Employer, all of its Affiliates or
Associates, and all of their respective officers, employees, directors and
agents, from any and all rights and claims that Executive, or his spouse or
Beneficiary, may at any time have with respect to his employment with Employer
and its Affiliates and Associates, including his benefit under this Agreement,
other than those benefits to which he is entitled under the Agreement after the
execution of such release. No payment shall be made to Executive until such
fully executed release has been delivered by Executive to Employer.
17. APPLICABLE LAW. The Agreement shall be construed and interpreted
pursuant to the laws of Illinois.
18. ENTIRE AGREEMENT. The Agreement contains the entire Agreement
between Employer and Executive and supersedes any and all previous agreements,
written or oral, between the parties relating to the subject matter hereof. No
amendment or modification of the terms of the Agreement shall be binding upon
the parties hereto unless reduced to writing and signed by Employer and
Executive.
19. NO EMPLOYMENT CONTRACT. Nothing contained in the Agreement shall
be construed to be an employment contract between Executive and Employer.
20. COUNTERPARTS. The Agreement may be executed in counterparts, each
of which shall be deemed an original.
21. SEVERABILITY. In the event any provision of the Agreement is held
illegal or invalid, the remaining provisions of the Agreement shall not be
affected thereby.
Ex. 10.13 - Page 9
22. SUCCESSORS. The Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives and
successors.
23. NOTICE. Notices required under the Agreement shall be in writing
and sent by registered mail, return receipt requested, to the following
addresses or to such other address as the party being notified may have
previously furnished to the other party by written notice:
If to Employer: Wisconsin Central Transportation Corporation
One X'Xxxx Centre, Suite 9000
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Power
Phone: 000-000-0000
Facsimile: 000-000-0000
With a copy to: Xxxxxx Xxxxxx & Xxxxx
6600 Sears Tower
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
and McLachlan, Xxxxxxx & Doll
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx / Xxxx X. Xxxx
Phone: 000-000-0000
Facsimile: 312-266-3330
If to Executive:
--------------------------------
--------------------------------
--------------------------------
--------------------------------
Phone:
--------------------------
Ex. 10.13 - Page 10
IN WITNESS WHEREOF, Executive has
hereunto set his hand, and Employer has
caused these presents to be executed in its
name on its behalf, all as of the day and
year first above written.
WISCONSIN CENTRAL TRANSPORTATION
CORPORATION
By: /s/ Xxxxxx X. Power, Jr.
-----------------------------
Title: CEO
/s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx, Executive
Ex. 10.13 - Page 11
Schedule A to Exhibit 10.13
ITEMS FROM PARALLEL EMPLOYMENT SECURITY AGREEMENTS
Item I Item II Item III
------ ------- --------
8th day of November 2000 Xxxx X. Xxxxxxxx Vice-President - Corporate Development
4th day of November 2000 Xxxxxxx X. Xxxxx Vice-President - Human Resources and Claims
4th day of November 2000 Xxxxx X. Xxxx Executive Vice-President - Corporate Development
4th day of November 2000 Xxxxx X. Xxxxxxx Vice-President - General Counsel, North American
Operations
4th day of November 2000 Xxxxx X. Xxxxx Chief Engineer, Structures
4th day of November 2000 Xxxxxx X. Xxxxx Vice-President and Chief Accounting Officer; Chief
Financial Officer, North American Operations
4th day of November 2000 Xxxxx X. Xxxxx Vice-President - Engineering, North American
Operations
4th day of November 2000 X. Xxxxxx McCarren President and Chief Executive Officer, North America
4th day of November 2000 Xxxxxx X. Xxxxxxxxx Vice-President - Mechanical, North American
Operations
3rd day of November 2000 Xxxxxx X. Xxxx Executive Vice President and Chief Financial Officer
4th day of November 2000 Xxxxxxx X. Xxxxxxx Vice-President - Marketing, North American
Operations
4th day of November 2000 J. Xxxxxx Xxxxxxx Vice-President and General Manager, North American
Operations
4th day of November 2000 Xxxxxxx X. Xxxxx Vice-President - Corporate Development
Sch. A to Ex. 10.13 - Page 1
