DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. Parent shall secure the resignation, prior to the Effective Time, of at least two of its directors, which such resignations shall be effective as of the Effective Time. Parent agrees to provide the Company with notice of which Parent Directors from which it intends to secure resignations as soon as reasonably practicable following the date of this Agreement, but in no event later than ten (10) days following the date of this Agreement. Parent shall also take all requisite action necessary to and shall increase the size of its Board of Directors to seven members prior to the Effective Time. Of the four vacancies after such resignations and increase in the size of the Parent Board of Directors, Parent agrees to fill three of the vacancies, effective immediately after the Effective Time, with the current members of the Company Board of Directors to be listed by the Company on Schedule 1.9 to the Company Disclosure Schedule (the “Designated Directors”), which Schedule 1.9 shall be deemed to be part of the Company Disclosure Schedule when delivered to Parent, which the Company shall deliver as soon as practicable following the date of this Agreement, but in no event later than ten (10) days following the date of this Agreement. If prior to the Effective Time, one or more of the Designated Directors are unwilling or unable to serve as a director of Parent for any reason, then the Company shall replace such person or persons; provided, however, that only one Designated Director may be non-independent under the NYSE Amex LLC (“NYSE Amex”) independence rules and regulations. The remaining vacancy shall be filled by the mutual agreement of Parent and the Company. The Parent Board shall take action prior to the Effective Time, such that immediately following the Effective Time, Xxxxxxx Xxxx will be elected as the Executive Chairman of the Board of Parent and Xxxxx Xxxxxx will be elected President and Chief Executive Officer of Parent.
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The names, ages, present principal occupation or employment and five-year employment history of each director and executive officer of Parent are set forth below. Unless otherwise indicated, all persons have held their current occupation or employment for at least the last five years. The business address of each such person is 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000. All persons listed below are citizens of the United States of America. YEAR FIRST ELECTED OR APPOINTED AS AN EXECUTIVE OFFICER OR DIRECTOR, AS PRESENT PRINCIPAL OCCUPATION OR NAME (AGE) APPLICABLE EMPLOYMENT; FIVE-YEAR EMPLOYMENT HISTORY ------------------------------- ----------------- ------------------------------------------------------------- EXECUTIVE OFFICERS: Xxxxxxxx Xxxxxxx (61).......... 1980 Chairman and Chief Executive Officer of Parent. Xxxxxx X. Xxxxxx (52).......... 1993 President and Chief Operating Officer of Parent. Xx. Xxxxxx has been President and Chief Operating Officer of Parent since April 1998. He was Executive Vice President of Operations of Parent from March 1997 to April 1998; an Executive Vice President of Parent and President and Chief Executive Officer of Parent's Computing Devices International division from January 1996 to March 1997; and Vice President of Parent and President of Computing Devices International from January 1993 to January 1996. Xxxx X. Xxxxxxxx (59).......... 1989 Executive Vice President and Chief Financial Officer of Parent. Xx. Xxxxxxxx has been Executive Vice President and Chief Financial Officer of Parent since May 1995, and was Vice President and Chief Financial Officer of Parent from June 1993 to May 1995. Xx. Xxxxxxxx was Vice President and Corporate Controller of Parent from July 1989 to June 1993. Xxxxx X. Xxxxx (53)............ 1993 Vice President and Corporate Controller of Parent Xxxx X. Xxxxxxxx (43).......... 1997 Vice President, and President of Comdata, a subsidiary of Parent. Xx. Xxxxxxxx has been Vice President of Parent and President of Comdata since May 1997. Xx. Xxxxxxxx was President and Chief Executive Officer of National Processing, Inc., which provides transaction processing services and customized processing solutions, from October 1994 to March 1997, and was Executive Vice President, Corporate Services for National Processing from 1991 through 1994.
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of each director and executive officer of Parent. Unless otherwise indicated below, each occupation set forth opposite each person refers to employment with Parent. Unless otherwise indicated, the business address of each such person is c/o Illinois Tool Works Inc. at 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 and each such person is a citizen of the United States.
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets forth the name, present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Parent. The business address and telephone number of each such person is c/o Tier Technologies, Inc., 1350 Treat Boulevard, Suite 000, Xxxxxx Xxxxx, XX 00000, (000) 000-0000. Xxxxxx xx oxxxxxxxx xxxxxosed below, each person listed below is a citizen of the United States. ------------------------------------------------------------------------------------------------------------------ PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL NAME AND TITLE POSITIONS HELD DURING THE PAST FIVE YEARS ------------------------------------------------------------------------------------------------------------------ James L. Bildner Xx. Xxxxxxx xxined Parent ax Xxxxxxxx of the Board in November 1995, Chairman of the Board and became Chief Executive Officer in December 1996 and served as President Chief Executive Officer from July 2000 to January 2002. Mr. Bildner serves on the Bxxxx xx Xxxitors of the Tucker Foundation of Dartmoxxx Xxllege and the Board of Visitors of Case Western Reserve School of Law. Mr. Bildner is also a trustxx xx Xxxxxy University, an Overseer of Children's Hospital of Boston, a member of the corporation of Northeast Medical Systems, Inc., a member of the National Council of Environmental Defense, a Trustee of the Trustees of the Reservation and serves on the Board of Directors of Australia's Lizard Island Reef Research Foundation. Mr. Bildner holds an A.B. fxxx Xxxxxxxth College and a J.D. from Case Western Reserve School of Law. ------------------------------------------------------------------------------------------------------------------ Charles W. Berger Xx. Xxxxxx xxx served as a Xxxxxxxx xf Parent since January 2002. He has served as Director President and Chief Executive Officer of Vicinity Corporation, a provider of enterprise location services, since December 2001. Before that time, Mr. Berger was the managing director of Volatilis, LLC, a private investment and aviation services firm, since its founding in June 2001. Prior to forming Volatilis, Mr. Xxxxxx xxxxxx xx Xxxxxxxx xxx Xxxef Executive Officer of AdForce, Inc., an online advertising company, from July 1997 to June 2001. Previously, Mr. Berger served as Chairman and Chief Executive Officer of Radius, Inc., a maker of peripheral products for graphics and video applicat...
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets forth as to each of the directors and executive officers of Parent as of September 5, 2018: (i) his or her name; (ii) citizenship; (iii) present principal occupation or employment, along with the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) material occupations, positions, offices or employment during the past five years. Unless otherwise indicated: (i) the current business address of each person is 7 World Trade Center at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000; (ii) the current business telephone number of each person is (000) 000-0000; and (iii) the principal employer of each such individual is Xxxxx’x Corporation, Moody’s Analytics, Inc. or Moody’s Shared Services, Inc., the business address of which is 7 World Trade Center at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Name, Country of Citizenship, Position Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information Xxxx Xxxxxxx United States of America President—Xxxxx’x Analytics Xxxx Xxxxxxx has been President of Xxxxx’x Analytics since January 2008. Prior to this position, Xx. Xxxxxxx was Senior Vice President of Moody’s Corporation from August 2007 to January 2008, Senior Managing Director of the Investor Services Group at Xxxxx’x Investors Service, Inc. from December 2004 to January 2008 and was Group Managing Director of the Investor Services Group at Xxxxx’x Investors Service, Inc. from June 2000 to December 2004. Xx. Xxxxxxx joined Xxxxx’x Investors Service, Inc. in April 1988 and has held a variety of positions with the company in both the U.S. and overseas. Xxxxx X. Xxxxxxxx United States of America Director Xxxxx X. Xxxxxxxx is Chairman of the Governance & Nominating Committee and is a member of the Executive, Audit and Compensation & Human Resources Committees of the Board of Directors of Parent. Xx. Xxxxxxxx served as Vice Chairman of Staples, Inc., an office products company, from September 2001 until his retirement in March 2006. Prior to joining Staples, Xx. Xxxxxxxx served as Executive Vice President and Chief Financial Officer of Xxxxxxxx Soup Company from April 1996 to February 2001. Prior to joining Xxxxxxxx Soup, Xx. Xxxxxxxx was with Xxxxx Paper Company, where he served in a variety of capacities beginning in 1975, including Vice President and Chief Financial Officer from December 1993 to December 1995. He served as...
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The name, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Parent are set forth below. Unless otherwise indicated below, the business address of each such director and each such executive officer is 1330 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000. Unless otherwise indicated below, each occupation set forth opposite an individual's name refers to employment with Parent. All such directors and executive officers listed below, except Xx. Xxxxx-Xxxxx, who is a citizen of France, are citizens of the United States. POSITION WITH PARENT; PRINCIPAL OCCUPATION NAME AND BUSINESS ADDRESS OR 5-YEAR EMPLOYMENT HISTORY - ------------------------- ------------------------------------------- Xxxxx X. Xxxxxxxx Xxx. Xxxxxxxx was elected President of Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxxx & & Associates, Inc., a Washington-based management firm, Associates, Inc. in 1990. She had previously been executive vice presi- 0000 00xx Xxxxxx, X.X. xxxx of the firm. Xxx. Xxxxxxxx was formerly a partner (Suite 800) in the public affairs company of Anderson, Benjamin, Washington, D.C. 20036 Read & Xxxxx. Xxx. Xxxxxxxx is a director of Riverwood International Corporation, ITT Educational Services, Inc., a subsidiary of Parent, ITT Financial Corpora- tion, a subsidiary of Parent, and Manville Corporation. Xxxx X. Xxxxxxx Xx. Xxxxxxx joined Parent in 1966. He has been chief executive since 1979 and chairman since 1980. In March 1991, he assumed the title of president. Xx. Xxxxxxx is a director of Hartford Fire Insurance Company and ITT Sheraton Corporation, subsidiaries of Parent. He is a director of Alcatel Alsthom of France, in which Parent holds a seven percent interest. He is a director of Dow Xxxxx & Company, Inc., Xxxxxx-Xxxxxx Corporation, Rayonier Inc. and Shell Oil Company. Xxxxx X. Xxxxxxxxx Xx. Xxxxxxxxx joined Black & Xxxxxx in 1985 as presi- The Black & Xxxxxx xxxx and chief operating officer, and since that time Corporation has been elected chief executive officer and chairman. 000 Xxxx Xxxxx Xxxx Xxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Xx. Xxxxxxx served as chairman of Xxxxxxxx Corporation Xxxxxxxx Corporation from 1988 until his retirement in 1992. He served as 0000 Xxxxxx Xxxxxx president and chief executive officer from 1977 and re- Xxx Xxxxxx, XX 00000 linquished the latter office in 1989. He is a director of Hartford Fire Insurance Company, a subsidiary of Parent. Xx. Xxxxxxx ...
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Parent are set forth below. Unless otherwise indicated, the business address of each director and executive officer of Parent is 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxxx, XX 00000. Directors are identified by an asterisk. Name Current Principal Occupation or Employment and Five-Year Employment History Country of Citizenship Xxxxxxx Xxxxxx* Xxxxxxx Xxxxxx has served as our Chairman of our Board and Chief Executive Officer since November 12, 2015 and a director since July 2014. Xx. Xxxxxx was the Interim Chief Executive Officer of Biolase, Inc. from June 2014 to July 2015, in which he established a global commercialization team and chose new leaders of the sales and marketing division. Prior to that, from December 2010 to February 2013, Xx. Xxxxxx was Founder, President and Chief Executive Officer of Precision Dermatology, Inc., a multi-channel skin care company that was acquired by Valeant Pharmaceuticals in February 2014. From 1999 to 2002, he served as the President and Chief Executive Officer of Revlon, Inc., where he led a turnaround in profitability and a global initiative of new product innovation. Prior to that, he was as Worldwide President and Chief Executive Officer of Neutrogena Corporation from 1995 to 1999 in which he led the acquisition by Xxxxxxx & Xxxxxxx and quadrupled sales to $1B within 4 years. Xx. Xxxxxx currently serves on the Board of Neothetics, Inc. and has previously served as a director of Precision Dermatology, Inc., Myoscience, Inc. and Xxxx Aesthetics, Inc. Xx. Xxxxxx began his career at Xxxxxxx & Xxxxxxx where he held increasingly senior responsibilities in Manufacturing, Finance, Research and Development, Marketing and Worldwide Vice President for Quality. Xx. Xxxxxx holds a B.S. in mathematics from St. Joseph’s College and earned his MBA in finance and marketing from Loyola University in Chicago. He served as an Artillery Officer in the United States Army United States R, Xxxxx Xxxxx* X. Xxxxx Xxxxx has served as a director since July 2014. Xx. Xxxxx founded Numenor Ventures, LLC, a venture capital firm focused on life sciences companies, and has served as its Managing Director since June 2002. Prior to that, in 1996, Xx. Xxxxx co–founded Abgenix, Inc., a company that specialized in the discovery, development and manufacture of human thera...
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets forth the name, business address and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of each director and executive officer of Parent. Unless otherwise indicated, each such person is a citizen of the United States of America and the business address of each such person is c/o Molex Incorporated, 0000 Xxxxxxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with Parent. Unless otherwise indicated, each such person has held his or her present occupation as set forth below, or has been an executive officer at Parent, or the organization indicated, for the past five years.
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The name, citizenship, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Parent are set forth below. Unless otherwise indicated, each director and executive officer is a citizen of the United States. All occupations, offices or positions of employment listed opposite an individual's name were with Alcon Laboratories, Inc. The business address of each such director or executive officer is Alcon Holdings Inc., 0000 Xxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxx 00000-0000.
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. Following are the names and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Parent. Each such person is a citizen of the United States of America and the business address of each such person is c/o Castle & Xxxxx Holdings, Inc., 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000. Unless otherwise indicated, each such person has held his or her present occupation as set forth below, or has been an executive officer at Parent or the organization indicated, for the past five years (or inception with respect to Parent): Xx. Xxxxx X. Murdock (see description under "DIRECTORS AND EXECUTIVE OFFICERS OF FLX").
