EXHIBIT 10.23
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of this 11th day of December, 1997, between Giant Industries,
Inc., a Delaware corporation (the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(the "Executive").
RECITALS
A. The Company desires to retain the services of the
Executive as its President and Chief Executive Officer and the
Executive desires and is willing to continue employment with the
Company in that capacity.
B. The Company and the Executive desire to embody the terms
and conditions of the Executive's employment in a written agreement,
which will supersede all prior agreements of employment, whether
written or oral, including without limitation the Employment
Agreement, dated November 16, 1989, between the Company and the
Executive, pursuant to the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of their mutual covenants and
other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DUTIES AND TERM
1.1. EMPLOYMENT. The Executive is employed as the
President and Chief Executive Officer of the Company. In this
capacity, the Executive shall have such duties and responsibilities
as shall be assigned to the Executive from time to time by the Board
of Directors of the Company (the "Board") in the Executive's capacity
as the President and Chief Executive Officer of the Company, in
addition to such other duties and responsibilities as the Board shall
designate as are not inconsistent with the Executive's position with
the Company, including the performance of duties with respect to
subsidiaries of the Company, as may be requested by the Board.
1.2 TERM. The term of this Agreement shall commence on the
date first written above and shall continue, unless sooner
terminated, for three years (the "Initial Term"). Thereafter, the
term of this Agreement shall automatically be extended for successive
one year periods ("Renewal Terms") unless either the Board or the
Executive gives written notice to the other at least 90 days prior to
the end of the Initial Term or any Renewal Term, as the case may be,
of its or his intention not to renew the term of this Agreement or
unless this Agreement is otherwise terminated pursuant to Article III
hereof. The Initial Term and any Renewal Terms of this Agreement
shall be collectively referred to as the "Term."
1.3 LOCATION. During the Term of this Agreement, the
Executive shall be based in the principal offices of the Company in
Maricopa County, Arizona, and shall not be required to be based
anywhere other than Maricopa County, Arizona except for travel
reasonably required in the performance of his duties hereunder and
except as may be otherwise agreed to by the Executive.
ARTICLE II
COMPENSATION
2.1 BASE SALARY. Subject to the further provisions of this
Agreement, the Company shall pay the Executive during the Term of
this Agreement a base salary at an annual rate of not less than
$550,000 (the "Base Salary"). The Base Salary shall be reviewed at
least annually by the Board and the Board may, in its discretion,
increase the Base Salary. The Base Salary of the Executive shall not
be decreased at any time during the Term of this Agreement from the
amount of Base Salary then in effect, except in connection with
across-the-board salary reductions similarly affecting all senior
executives of the Company. Participation in deferred compensation,
discretionary bonus, retirement, stock option and other employee
benefit plans and in fringe benefits shall not reduce the Base Salary
payable to the Executive under this Section 2.1. The Base Salary
under this Section 2.1 shall be payable by the Company to the
Executive not less frequently than monthly.
2.2 DISCRETIONARY BONUSES. Subject to the further
provisions of this Agreement, during the Term of this Agreement the
Executive shall be entitled to participate in an equitable manner
with all other senior executives of the Company in such discretionary
bonuses including, but not limited to, bonuses provided pursuant to
any management bonus plan that the Company may adopt (based upon the
performance of the participant and the Company), as may be authorized
and declared by the Board to the Company's senior executives.
Nothing in this Section shall be deemed to limit the ability of the
Executive to be paid and receive discretionary bonuses from the
Company, based solely on the Executive's performance, without regard
to the payment of discretionary bonuses to any other officers of the
Company.
2.3 PARTICIPATION IN RETIREMENT AND EMPLOYEE BENEFIT PLANS;
FRINGE BENEFITS. The Executive shall be entitled to participate in
all plans of the Company relating to stock options, stock purchases,
pension, thrift, profit sharing, life insurance, hospitalization and
medical coverage, disability, travel or accident insurance, education
or other retirement or employee benefits that the Company has adopted
or may adopt for the benefit of its senior executives. In addition,
the Executive shall be entitled to participate in any other fringe
benefits, such as automobile allowances, club dues and fees of
professional organizations and associations, which are now or may
become applicable to the Company's senior executives, and any other
benefits which are commensurate with the duties and responsibilities
to be performed by the Executive under this Agreement. The Executive
shall, during the Term of his employment hereunder, continue to be
provided with benefits at a level which shall in no event be less in
any material respect than the benefits available to the Executive as
of the date of this Agreement. Notwithstanding the foregoing, the
Company may terminate or reduce benefits under any benefit plans and
programs to the extent such reductions apply uniformly to all senior
executives entitled to participate therein, and the Executive's
benefits shall be reduced or terminated accordingly.
2.4 VACATIONS. The Executive shall be entitled, without
loss of pay, to be absent voluntarily for reasonable periods of time
from the performance of his duties and responsibilities under this
Agreement. All such voluntary absences shall count as paid vacation
time, unless the Board otherwise determines. The Executive shall be
entitled to an annual paid vacation of four weeks per year or such
longer period as the Board may approve; provided, however, that the
Executive may not carry over more than one week of vacation time to
any subsequent year without the prior approval of the Board. The
timing of paid vacations shall be scheduled in a manner reasonably
acceptable to the Company.
ARTICLE III
TERMINATION OF EMPLOYMENT
3.1 DEATH OR RETIREMENT OF EXECUTIVE. This Agreement shall
automatically terminate upon the death or Retirement (as defined in
Section 3.4) of the Executive.
3.2 BY THE EXECUTIVE. The Executive shall be entitled to
terminate this Agreement by giving written notice to the Company:
(a) at least 90 days prior to the end of the Initial
Term or any Renewal Term of this Agreement;
(b) at any time for Good Reason (as defined in Section
3.4); and
(c) at any time without Good Reason upon 30 days
advance notice to the Company.
3.3. BY THE COMPANY. The Company shall be entitled to
terminate this Agreement by giving written notice to the Executive:
(a) at least 90 days prior to the end of the Initial
Term or any Renewal Term of this Agreement;
(b) in the event of the Executive's Disability (as
defined in Section 3.4);
(c) for cause; and
(d) at any time without cause upon 30 days advance
notice to the Executive.
3.4 DEFINITIONS. For purposes of this Agreement, the
following terms shall have the following meanings:
(a) "CHANGE OF CONTROL" shall mean a change in
ownership or control of the Company effected through any of the
following transactions:
(i) the direct or indirect acquisition by any
person or related group of persons (other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or 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) of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange Act of
1934, as amended) of securities possessing more than 35% of the total
combined voting power of the Company's outstanding securities
pursuant to a tender or exchange offer made directly to the Company's
stockholders or other transaction; or
(ii) a change in the composition of the Board over
a period of 36 consecutive months or less such that a majority of the
Board members (rounded up to the next whole number) ceases, by reason
of one or more contested elections for Board membership, to be
comprised of individuals who either (A) have been Board members
continuously since the beginning of such period or (B) have been
elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A)
who were still in office at the time such election or nomination was
approved by the Board; or
(iii) a merger or consolidation approved by the
stockholders of the Company, other than a merger or consolidation
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 80% of the total voting power
represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or
(iv) the sale, transfer or other disposition (in
one transaction or a series of transactions) of all or substantially
all of the assets of the Company approved by the stockholders or the
complete liquidation or dissolution of the Company approved by the
stockholders.
(b) "DISABILITY" shall mean the Executive's inability,
with or without reasonable accommodation, to perform all of the
essential functions of his position hereunder on a full-time basis
for a period exceeding 180 consecutive days or for periods
aggregating more than 180 days during any 12 month period as a result
of incapacity due to physical or mental illness not due to drug or
alcohol abuse. If there is a dispute as to whether the Executive is
or was physically or mentally unable to perform his duties under this
Agreement, such dispute shall be submitted for resolution to a
licensed physician agreed upon by the Board and the Executive, or if
an agreement cannot be promptly reached, the Board and the Executive
will each select a physician, and if these physicians cannot agree,
they will pick a third physician whose decision shall be binding on
all parties. If such a dispute arises, the Executive shall submit to
such examinations and shall provide such information as such
physician(s) may request, and the determination of the physician(s)
as to the Executive's physical or mental condition shall be binding
and conclusive.
(c) "GOOD REASON" shall mean any of the following if
the same shall occur following a Change of Control without the
Executive's express prior written consent:
(i) a material change by the Company in the
Executive's function, duties or responsibilities (including reporting
responsibilities) which would cause the Executive's position with the
Company to become of less dignity, responsibility and importance than
those associated with his functions, duties or responsibilities
during the 90 day period immediately preceding the date a Change of
Control occurs;
(ii) the Executive's Base Salary is reduced by the
Company, unless such reduction is pursuant to a salary reduction
program as described in Section 2.1 hereof, or there is a material
reduction in the benefits that are in effect for the Executive,
unless such reduction is pursuant to a uniform reduction in benefits
for all senior executives as described in Section 2.3 hereof;
(iii) relocation of the Executive's principal
place of employment to a place located outside of Maricopa County,
Arizona;
(iv) the failure by the Company to obtain the
assumption by operation of law or otherwise of this Agreement by any
entity which is the surviving entity in any merger or other form of
corporate reorganization involving the Company or by any entity which
acquires all or substantially all of the Company's assets in a Change
of Control transaction; or
(v) other material breach of this Agreement by the
Company, which breach shall not be cured within 15 days after written
notice thereof to the Company.
(d) "RETIREMENT" shall mean normal retirement at age 65
or in accordance with retirement rules generally applicable to the
Company's senior executives.
ARTICLE IV
COMPENSATION UPON TERMINATION OF EMPLOYMENT
4.1 TERMINATION WITH CAUSE PRIOR TO A CHANGE OF CONTROL OR
MORE THAN THREE YEARS FOLLOWING A CHANGE OF CONTROL. If, prior to a
Change of Control, or more than three years following a Change of
Control, the Executive's employment is terminated by reason of the
Executive's death or Disability, by the Company with cause or by the
Executive with or without Good Reason, the Company shall:
(a) pay the Executive (or his estate or beneficiaries)
any Base Salary which has accrued but not been paid as of the
termination date;
(b) reimburse the Executive (or his estate or
beneficiaries) for expenses incurred by him prior to the date of
termination which are subject to reimbursement pursuant to applicable
Company policies then in effect;
(c) provide to the Executive (or his estate or
beneficiaries) any accrued and vested benefits required to be
provided by the terms of any Company-sponsored benefit plans or
programs, together with any benefits required to be paid or provided
in the event of the Executive's death or Disability under applicable
law;
(d) pay the Executive (or his estate or beneficiaries)
any discretionary bonus with respect to a prior fiscal year which has
accrued and been earned but has not been paid;
(e) in addition, the Executive (or his estate or
beneficiaries) shall have the right to exercise all vested,
unexercised stock options outstanding at the termination date in
accordance with terms of the plans and agreements pursuant to which
such options were issued; and
(f) in addition, to the extent permitted by the terms
of the policies then in effect, the Executive shall have a right of
first refusal to cause the transfer of the ownership of all key-man
life insurance policies maintained by the Company on the Executive to
the Executive at the Executive's sole cost and expense.
4.2 TERMINATION WITHIN THREE YEARS FOLLOWING A CHANGE OF
CONTROL.
If, at any time within a three year period following a
Change of Control, the Executive's employment is terminated by reason
of the Executive's death or Disability, by the Company with or
without cause or by the Executive with Good Reason, or upon
expiration of the Term of this Agreement pursuant to Section 3.3
hereof within a three year period following a Change of Control, the
Company shall:
(a) make the payments and provide to the Executive the
benefits under Section 4.1, other than under Section 4.1(e);
(b) pay to the Executive a lump sum payment on or prior
to the 30th day following the termination date in an amount equal to
three times the sum of: (i) the Executive's Base Salary in effect
immediately prior to the time such termination occurs; and (y) a lump
sum payment equal to the average of the annual bonuses paid to the
Executive for the three fiscal years immediately preceding the fiscal
year in which the termination occurs; and
(c) in addition, all unvested stock options or other
stock awards owned by the Executive that would otherwise have vested
after the termination date shall become fully vested and exercisable
at the termination date, and the Executive (or his estate or
beneficiaries) shall have the right to exercise all vested,
unexercised stock options or awards outstanding at the termination
date (including the accelerated options and awards) in accordance
with the terms (except the vesting terms with respect to the
accelerated options and awards) of the plans and agreements pursuant
to which such options and other awards were issued.
(d) The Internal Revenue Code of 1986, as amended (the
"Code"), imposes significant tax burdens on the Executive and the
Company if the total amounts received by the Executive due to a
Change of Control exceed prescribed limits. These tax burdens
include a requirement that the Executive pay a 20% excise tax on
certain amounts received in excess of the prescribed limits and a
loss of deduction for the Company. If, as a result of these Code
provisions, the Executive is required to pay such excise tax, then
upon written notice from the Executive to the Company, the Company
shall pay the Executive an amount equal to the total excise tax
imposed on the Executive (including the excise taxes on any excise
tax reimbursements due pursuant to this sentence and the excise taxes
on any income tax reimbursements due pursuant to the next sentence).
If the Company is obligated to pay the Executive pursuant to the
preceding sentence, the Company also shall pay the Executive an
amount equal to the "total presumed federal and state taxes" that
could be imposed on the Executive with respect to the excise tax
reimbursements due to the Executive pursuant to the preceding
sentence and the income tax reimbursements due to the Executive
pursuant to this sentence. For purposes of the preceding sentence,
the "total presumed federal and state taxes" that could be imposed on
the Executive shall be conclusively calculated using a combined tax
rate equal to the sum of the then prevailing maximum marginal federal
and state income tax rates and the hospital insurance portion of
FICA. No adjustments will be made in this combined rate for the
deduction of state taxes on the federal return, the loss of itemized
deductions or exemptions, or for any other purpose. The Executive
shall be responsible for paying the actual taxes. The amounts
payable to the Executive pursuant to this or any other agreement or
arrangement with Company shall not be limited in any way by the
amount that may be paid pursuant to the Code without the imposition
of an excise tax or the loss of Company deductions. Either the
Executive or the Company may elect to challenge any excise taxes
imposed by the Internal Revenue Service, and the Company and the
Executive agree to cooperate with each other in prosecuting such
challenges. If the Executive elects to litigate or otherwise
challenge the imposition of such excise tax, however, the Company
will join the Executive in such litigation or challenge only if the
Board determines in good faith that the Executive's position has
substantial merit and that the issues should be litigated from the
standpoint of the Company's best interest.
4.3 TERMINATION BY COMPANY WITHOUT CAUSE PRIOR TO A CHANGE
OF CONTROL OR MORE THAN THREE YEARS FOLLOWING A CHANGE OF CONTROL.
If, prior to a Change of Control, or more than three years following
a Change of Control, the Executive's employment is terminated by the
Company without cause or the Company or the Board gives written
notice to the Executive of its intention to not renew this Agreement
at the end of the Initial Term or any Renewal Term, the Company
shall:
(a) make the payments and provide to the Executive the
benefits under Section 4.1; and
(b) pay to the Executive a lump sum payment on or prior
to the 30th day following the termination date in an amount equal to
the Executive's Base Salary in effect immediately prior to the time
such termination occurs.
ARTICLE V
RESTRICTIVE COVENANTS
5.1 CONFIDENTIALITY.
(a) The Executive agrees to keep all trade secrets
and/or proprietary information (collectively, "Confidential
Information") of the Company in strict confidence and agrees not to
disclose any Confidential Information to any other person, firm,
association, partnership, corporation or other entity for any reason
except as such disclosure may be required in connection with his
employment hereunder. The Executive further agrees not to use any
Confidential Information for any purpose except on behalf of the
Company.
(b) For purposes of this Agreement, "Confidential
Information" shall mean any information, process or idea that is not
generally known in the industry, that the Company considers
confidential, and/or that gives the Company a competitive advantage,
including, without limitation, suppliers, production costs or
production information; marketing plans; business forecasts; and
sales records. The Executive understands that the above list is
intended to be illustrative and that other Confidential Information
may currently exist or arise in the future. If the Executive is
unsure whether certain information or material is Confidential
Information, the Executive shall treat that information or material
as confidential unless the Executive is informed by the Company, in
writing, to the contrary. "Confidential Information" shall not
include any information which: (i) is or becomes publicly available
through no act or failure of the Executive; (ii) was or is rightfully
learned by the Executive from a source other than the Company before
being received from the Company; or (iii) becomes independently
available to the Executive as matter of right from a third party. If
only a portion of the Confidential Information is or becomes publicly
available, then only that portion shall not be Confidential
Information hereunder.
(c) The Executive further agrees that upon termination
of his employment with the Company, for whatever reason, the
Executive will surrender to the Company all of the property, notes,
manuals, reports, documents and other things in the Executive's
possession, including copies or computerized records thereof, which
relate directly or indirectly to Confidential Information.
5.2 COMPETITION.
(a) The Executive agrees that during the term of his
employment with the Company hereunder, the Executive shall not:
(i) except as a passive investor in publicly-held
companies, and except for investments held as of the date hereof,
directly or indirectly own, operate, manage, consult with, control,
participate in the management or control of, be employed by, maintain
or continue any interest whatsoever in any refinery company or any
company that markets petroleum products that directly competes with
the Company; or
(ii) directly or indirectly influence customers or
suppliers of the Company to divert their business to any competitor
of the Company; or
(iii) employ, or directly or indirectly solicit,
or cause the solicitation of, any employees of the Company who are in
the employ of the Company on the termination date of his employment
hereunder for employment by others in competition with the Company.
(b) The Executive expressly agrees and acknowledges
that:
(i) this covenant not to compete is reasonably
necessary for the protection of the interests of the Company and is
reasonable as to time and geographical area and does not place any
unreasonable burden upon him;
(ii) the general public will not be harmed as a
result of enforcement of this covenant not to compete;
(iii) his personal legal counsel has reviewed this
covenant not to compete; and
(iv) he understands and hereby agrees to each and
every term and condition of this covenant not to compete.
5.3 REMEDIES. The Executive expressly agrees and
acknowledges that the covenant not to compete set forth in Section
5.2 is necessary for the Company's and its affiliates' protection
because of the nature and scope of their business and his position
with the Company. Further, the Executive acknowledges that, in the
event of his breach of his covenant not to compete, money damages
will not sufficiently compensate the Company for its injury caused
thereby, and he accordingly agrees that in addition to such money
damages he may be restrained and enjoined from any continuing breach
of the covenant not to compete without any bond or other security
being required. The Executive acknowledges that any breach of the
covenant not to compete would result in irreparable damage to the
Company. The Executive further acknowledges and agrees that if the
Executive fails to comply with this Article V, the Company has no
obligation to provide any compensation or other benefits described in
Article IV hereof. The Executive acknowledges that the remedy at law
for any breach or threatened breach of Sections 5.1 and 5.2 will be
inadequate and, accordingly, that the Company shall, in addition to
all other available remedies (including without limitation, seeking
such damages as it can show it has sustained by reason of such
breach), be entitled to injunctive relief or specific performance.
ARTICLE VI
MISCELLANEOUS
6.1 NO ASSIGNMENTS. This Agreement is personal to each of
the parties hereto. No party may assign or delegate any rights or
obligations hereunder without first obtaining the written consent of
the other party hereto, except that this Agreement shall be binding
upon and inure to the benefit of any successor corporation to the
Company.
(a) The Company shall use reasonable efforts to 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. As used in this Agreement, "Company"
shall mean the Company as defined herein and any successor to its
business and/or assets which assumes this Agreement by operation of
law or otherwise.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive and his personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die
while any amount would still be payable to him hereunder had he
continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement
to his devisee, legatee or other designee, or if there is no such
designee, to his estate.
6.2 NOTICES. For the purpose of this Agreement, notices and
all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set
forth below, or to such other addresses as either party may have
furnished to the other in writing in accordance herewith, except that
notice of a change of address shall be effective only upon actual
receipt:
To the Company: Giant Industries, Inc.
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Attention: General Counsel
To the Executive: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notices pursuant to Article III of this Agreement shall specify the
specific termination provision relied upon by the party giving notice
and shall state the effective date of the termination.
6.3 AMENDMENTS OR ADDITIONS. No amendments or additions to
this Agreement shall be binding unless in writing and signed by each
of the parties hereto.
6.4 SECTION HEADINGS. The section headings used in this
Agreement are included solely for convenience and shall not affect,
or be used in connection with, the interpretation of this Agreement.
6.5 SEVERABILITY. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any
provision shall not affect the validity or enforceability of the
other provisions hereof. If, in any judicial proceedings, a court
shall refuse to enforce one or more of the covenants or agreements
contained herein because the duration thereof is too long, or the
scope thereof is too broad, it is expressly agreed between the
parties hereto that such scope or duration shall be deemed reduced to
the extent necessary to permit the enforcement of such covenants or
agreements.
6.6 COUNTERPARTS. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original
but all of which together shall constitute one and the same
instrument.
6.7 ARBITRATION. Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by
arbitration, conducted before a panel of three arbitrators in
Maricopa County, Arizona in accordance with the rules of the American
Arbitration Association then in effect. The decision of the
arbitrators shall be final and binding on the parties, and judgment
may be entered on the arbitrators' award in any court having
jurisdiction. The costs and expenses of such arbitration shall be
borne in accordance with the determination of the arbitrators.
Notwithstanding any other provision of this Agreement, if any
termination of this Agreement becomes subject to arbitration, the
Company shall not be required to pay any amounts to the Executive
(except those amounts required by law) until the completion of the
arbitration and the rendering of the arbitrators' decision. The
amounts, if any, determined by the arbitrators to be owed by the
Company to the Executive shall be paid within five days after the
decision by the arbitrators is rendered.
6.8 MODIFICATIONS AND WAIVERS. 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 of the Company 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 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.
6.9 GOVERNING LAW. The validity, interpretation,
construction and performance of this Agreement shall be governed by
the laws of the State of Arizona without regard to its conflicts of
law principles.
6.10 TAXES. Any payments provided for hereunder shall be
paid net of any applicable withholding or other employment taxes
required under federal, state or local law.
6.11 SURVIVAL. The obligations of the Company under Article
IV hereof and the obligations of the Executive under Article V hereof
shall survive the expiration of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first indicated above.
THE COMPANY:
GIANT INDUSTRIES, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
_________________________
Chairman of the
Compensation Committee
THE EXECUTIVE:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________
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