Exhibit 10.3
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December 13, 1996
Mr. John F. Rowley
Fort Howard Corporation
1919 South Broadway
Green Bay, Wisconsin 54304
Dear Mr. Rowley:
WHEREAS, Fort Howard Corporation (the "Company") considers it
essential to its best interests and the best interests of its stockholders to
foster the continuous employment of its key management personnel and,
accordingly, the Company desires to continue to employ John F. Rowley ("you"
or the "Executive"), upon the terms and conditions hereinafter set forth;
WHEREAS, the Executive desires to continue to be employed by the
Company, upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants and agreements
hereunder set forth, the parties hereto agree as follows:
1. TERM OF AGREEMENT. This Agreement shall commence as of
January 1, 1997 and shall continue in effect until December 31, 1999;
PROVIDED, HOWEVER, that the term of this Agreement shall automatically be
extended without further action by either party for additional one-year
periods unless, not later than six months prior to the end of the then
effective term, either the Company or the Executive shall have given written
notice that such party does not intend to extend this Agreement. The duration
of the initial term and any subsequent extension is hereinafter referred to as
the "Term."
2. TERMS OF EMPLOYMENT. During the Term, you agree to be a full-
time employee of the Company serving in the position of Executive Vice
President and to devote substantially all of your working time and attention
to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities associated with your position as <Position> of
the Company, to use your best efforts to perform faithfully and efficiently
such responsibilities. In addition, you agree to serve in such other
capacities or offices to which you may be assigned, appointed or elected from
time to time by the Board of Directors of the Company (the "Board"). Nothing
herein shall prohibit you from devoting your time to civic and community
activities or managing personal investments, as long as the foregoing do not
interfere with the performance of your duties hereunder.
3. COMPENSATION. (i) As compensation for your services under
this Agreement, you shall be entitled to receive a base salary plus an annual
incentive compensation bonus ("bonus"), each to be agreed upon from time to
time between you and the Company acting in good faith; PROVIDED, HOWEVER, that
your base salary shall at no time be less than your base salary as of the date
hereof. The Company shall have the right to reduce prospectively your base
salary and bonus, as in effect from time to time, pursuant to an across-the-
board compensation reduction or deferral program similarly affecting all
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executive officers of the Company.
(ii) In addition to compensation provided for in Subsection (i) of
this Section 3, the Company agrees to continue in effect (A) any compensation
or benefit plan in which you participate as of the date hereof which is
material to your total compensation, or any substitute plan adopted in place
of any such plan, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan which shall include the bonus) has been made
with respect to such plan; PROVIDED, HOWEVER, that no substitute plan or
equitable arrangement shall be adopted with respect to the Fort Howard Profit
Sharing Plan or the Fort Howard Supplemental Retirement Plan except pursuant
to a mutual agreement between the Chief Executive Officer of the Company and
the Board, and (B) your ability to participate therein (or in such substitute
or alternative plan) on a basis not materially less favorable, both in terms
of the opportunities provided and the level of your participation relative to
other participants, than exists on the date hereof.
4. TERMINATION OF EMPLOYMENT. Your employment may be terminated
by either the Company or you by giving a Notice of Termination, as defined in
Subsection (iv) of this Section 4. If your employment should terminate during
the Term, your entitlement to benefits shall be determined in accordance with
Section 5 hereof.
(i) DISABILITY. If, as a result of your incapacity due to
physical or mental illness, you are, or are reasonably likely to become,
unable to perform your duties hereunder for more than six consecutive months
or six months in aggregate during any twelve month period, your employment may
be terminated for "Disability."
(ii) CAUSE. Termination of your employment for "Cause" shall mean
termination upon (A) the willful and continued failure by you to substantially
perform your duties with the Company in your established position on a full-
time basis (other than any such failure resulting from your Disability and
other than any such actual or anticipated failure after the issuance of a
Notice of Termination by you for Good Reason as defined in Subsections 4(iv)
and 4(iii), respectively) after a written demand for substantial performance
is delivered to you by the Chief Executive Officer of the Company, which
demand specifically identifies the manner in which the Chief Executive Officer
of the Company believes that you have not substantially performed your duties,
(B) the willful engaging by you in conduct which is significantly injurious to
the Company, monetarily or otherwise, after written demand for cessation of
such conduct is delivered to you by the Chief Executive Officer of the
Company, which demand specifically identifies the manner in which the Chief
Executive Officer of the Company believes that you have engaged in such
conduct and the injury to the Company, (C) your conviction of a crime
involving moral turpitude, (D) your abuse of illegal drugs or other controlled
substances or your habitual intoxication or (E) the breach of any of your
material obligations hereunder. For purposes of this Subsection, no act, or
failure to act, on your part shall be deemed "willful" unless knowingly done,
or omitted to be done, by you not in good faith and without reasonable belief
that your action or omission was in the best interest of the Company.
(iii) GOOD REASON. For purposes of this Agreement, "Good Reason"
shall mean the occurrence, without your express written consent, of any of the
following circumstances unless such circumstances are fully corrected prior to
the Date of Termination specified in the Notice of Termination, as such terms
are defined in Subsections (v) and (iv) of this Section 4, respectively, given
in respect thereof:
(A) any reduction in your base salary as in effect from time to
time, except for across-the-board salary reductions similarly affecting
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all executive officers;
(B) the failure by the Company to pay or provide to you within
seven (7) days of your written demand any amount of base salary or bonus
or any benefit which is due, owing and payable to you pursuant to the
terms of any applicable arrangement or policy or pursuant to the terms
hereof, except pursuant to an across-the-board compensation deferral
similarly affecting all executive officers, or to pay to you any portion
of an installment of deferred compensation due under any deferred
compensation program of the Company;
(C) except in the case of across-the-board reductions or
eliminations similarly affecting all executive officers or as otherwise
contemplated under Section 3 hereof, the failure by the Company to
(I) continue in effect any compensation plan in which you participate
which is material to your total compensation, including but not limited
to the Company's plans currently in effect or hereafter adopted, and any
plans adopted in substitution therefor, (II) continue to provide you with
benefits substantially similar, in aggregate, to the Company's life
insurance, medical, dental, health, accident or disability plans in which
you are participating at the date of this Agreement or (III) continue to
provide you with the number of paid vacation days to which you are
eligible on the basis of years of service with the Company in accordance
with the Company's normal vacation policy in effect at the date of this
Agreement;
(D) the failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 7 hereof; or
(E) any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the requirements
of Subsection (iv) of this Section 4, and for purposes of this Agreement,
no such purported termination shall be effective.
Your continued employment with the Company shall not constitute
consent to, or a waiver of rights with respect to, any circumstances
constituting Good Reason hereunder.
(iv) NOTICE OF TERMINATION. Any purported termination of your
employment by the Company or by you shall be communicated by written notice of
termination (a "Notice of Termination") to the other party hereto in
accordance with Section 8 hereof.
(v) DATE OF TERMINATION, ETC. "Date of Termination" shall mean
(A) if your employment is terminated for Disability pursuant to Subsection (i)
of this Section 4, thirty (30) days after Notice of Termination is given
(PROVIDED that you shall not have returned to the full-time performance of
your duties during such thirty (30) day period), (B) if your employment is
terminated by reason of your death, the date of your death, and (C) if your
employment is terminated by the Company for Cause, by you for Good Reason or
by either party for any other reason (other than Disability or death), the
date specified in the Notice of Termination (which, in the case of a
termination by the Company for Cause shall not be less than fifteen (15) days,
and in the case of a termination by you for Good Reason, shall not be less
than thirty (30) nor more than sixty (60) days, respectively, from the date
such Notice of Termination is given).
5. COMPENSATION UPON TERMINATION OR DURING DISABILITY. Upon
termination of your employment with the Company during the Term, you shall be
entitled to the following benefits:
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(i) If your employment is terminated for Disability, you shall
receive until the first anniversary of the Date of Termination all
compensation payable to you under the Company's disability and medical
plans and programs, as in effect on the date of such termination plus an
additional payment from the Company (if necessary) such that the
aggregate amount received by you in the nature of salary continuation
from all sources equals your base salary at the rate in effect on the
date of such termination. After the first anniversary of the Date of
Termination, your benefits shall be determined under the Company's
retirement, insurance and other compensation programs then in effect in
accordance with the terms of such programs, PROVIDED that such terms
shall not be less advantageous to you than the terms of such programs in
effect as of the date hereof.
(ii) (A) If your employment shall be terminated (I) by the
Company for Cause, or (II) by you other than for Good Reason, the Company
shall pay you your full base salary through the Date of Termination, at
the rate in effect at the time Notice of Termination is given, plus all
other amounts to which you are entitled under any compensation or benefit
plans of the Company (excluding, in the case of termination by the
Company for Cause, any bonus and vacation pay otherwise payable to you
pursuant to the terms of the applicable plan or program of the Company,
and in the case of your voluntary termination other than for Good Reason,
excluding any bonus pay) at the time such payments are due, and the
Company shall have no further obligations to you under this Agreement.
(B) If your employment shall be terminated by reason of your
death, the Company shall pay your estate your full base salary through
the Date of Termination and for a period of 6 whole calendar months
thereafter plus, if the Date of Termination shall not occur on the first
day of a calendar month, the balance of the month in which the Date of
Termination occurs, at the rate in effect at the time of your death, plus
any accrued bonus prorated for the portion of the bonus measurement
period occurring prior to the date of your death, plus all other amounts
to which you are entitled under any compensation or benefit plans of the
Company at the date of your death, and the Company shall have no further
obligation to you, your beneficiaries or your estate under this
Agreement.
(iii) If your employment shall be terminated (a) by the Company
other than for Cause or Disability or by you for Good Reason or (b) by
the Company other than for Cause or Disability or by you for Good Reason
within one year following the date on which a Change in Control (as
defined in Appendix A hereto) of the Company occurs (a "Change in Control
Termination"), then you shall be entitled to the benefits provided below:
(A) the Company shall pay you your full base salary through the
Date of Termination at the rate in effect at the time Notice of
Termination is given (or, if greater, at the rate in effect 30 days prior
to the time Notice of Termination is given), plus all other amounts to
which you are entitled under any compensation or benefit plans of the
Company, including, without limitation, any bonus arrangement accrued
through the Date of Termination for the portion of the applicable bonus
measurement period occurring prior to the Date of Termination, at the
time such payments are due, except as otherwise provided below;
(B) in lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Company shall pay to you your
full base salary at the rate in effect immediately prior to the time
Notice of Termination is given (or, if greater, at the rate in effect 30
days prior to the time Notice of Termination is given), payable
periodically in accordance with past payroll practices, until the first
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anniversary (second anniversary in the event of a Change in Control
Termination) of the Date of Termination;
(C) in lieu of any further bonus payments for periods subsequent
to the Date of Termination, the Company shall pay to you a bonus payable
in each January following the Date of Termination in respect of the
previous calendar year equal to the quotient obtained by aggregating the
bonuses received by you pursuant to the Company's Management Incentive
Plan in respect of the three calendar years ending prior to the Date of
Termination (the "Bonus Period") and dividing such sum by three, with
each such January bonus payment adjusted to reflect any changes in the
Consumer Price Index since the midpoint of the period commencing on the
first day of the Bonus Period and ending on the Date of Termination.
Such bonus shall be paid in respect of each calendar year or portion
thereof ending after the Date of Termination until the first anniversary
(second anniversary in the event of a Change in Control Termination) of
the Date of Termination, and shall be prorated for the portion of the
calendar year, if any, occurring after the Date of Termination and the
final calendar year in respect of which any such January bonus is payable
pursuant to this Section 5(iii)(C);
(D) until the first anniversary (second anniversary in the event
of a Change in Control Termination) of the Date of Termination, you will
continue to participate in all other compensation and benefit plans
(including perquisites) in which you were participating immediately prior
to the time Notice of Termination is given, or comparable plans
substituted therefor, including, without limitation, the Fort Howard
Supplemental Retirement Plan and the Supplemental Retirement Agreement
between you and the Company; PROVIDED, HOWEVER, that if you are
ineligible (e.g., by operation of law or the terms of the applicable
plan) to continue to participate in any such plan the Company shall
provide you with a comparable level of compensation or benefits;
(E) in order to assist you in obtaining new employment, the
Company shall provide you with outplacement services, including access to
an office and secretarial assistance for a period not to exceed 12 months
and at a cost not to exceed $12,000; and
(F) if you should die after the termination of employment and
prior to the end of the period of payment provided for in paragraphs (B),
(C) and (D) hereof, the Company shall pay your estate any amounts that
are or become payable pursuant to any of such paragraphs until the first
anniversary (second anniversary in the event of a Change in Control
Termination) of the Date of Termination.
(iv) You shall not be required to mitigate the amount of any
payment provided for in subsection (iii) of this Section 5 by seeking
other employment, and the amount of any payment provided for in this
Section 5 shall not be reduced by any compensation earned by you as the
result of your employment by another employer; PROVIDED, HOWEVER, that
any medical or dental welfare benefit otherwise receivable by you
pursuant to subsection 5(iii)(D) shall be reduced to the extent a
comparable benefit of the same type would normally be made available to
you during the applicable period of benefit continuation set forth in
such Subsection, and any such benefit actually received by you shall be
reported to the Company.
(v) In addition to all other amounts payable to you under this
Section 5, you shall be entitled to receive all benefits payable to you
under any plan or agreement of the Company relating to retirement
benefits, including, without limitation, the Supplemental Retirement Plan
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and the Supplemental Retirement Agreement between you and the Company.
6. SUCCESSORS; BINDING AGREEMENT. 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 entitle you to compensation from the Company in the same amount and on
the same terms as you would be entitled to hereunder if you were to terminate
your employment for Good Reason, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement, the "Company"
shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
7. 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 registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth on the first page of this Agreement,
PROVIDED that all notices to the Company shall be directed to the attention of
the Board with copies to the secretary of the Company, 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 receipt.
8. NONCOMPETITION. (i) Until the Date of Termination, you agree
not to enter into competitive endeavors and not to undertake any commercial
activity which is contrary to the best interests of the Company or its
affiliates, including becoming an employee, owner (except for passive
investments of not more than one percent of the outstanding shares of, or any
other equity interest in, any company or entity listed or traded on a national
securities exchange or in an over-the-counter securities market), officer,
agent or director of (a) any firm or person engaged in the operation of a
business engaged in the acquisition of industrial businesses or (b) any firm
or person which (i) directly competes with a line or lines of business of the
Company or any subsidiary of the Company accounting for ten percent (10%) or
more of the Company's or such subsidiary's gross sales, revenues or earnings
before taxes, (ii) derives ten percent (10%) or more of such firm's or
person's gross sales, revenues or earnings before taxes from a line or lines
of business which directly competes with the Company or any subsidiary of the
Company or (iii) is a distributor of any of the products of the Company or any
subsidiary of the Company, where the distribution of such products accounts
for ten percent (10%) or more of such firm's or person's gross sales, revenues
or earnings before taxes. Notwithstanding any provision of this Agreement to
the contrary, you agree that your breach of the provisions of this
Section 8(i) shall permit the Company to terminate your employment for Cause.
(ii) Through the second anniversary of the Date of Termination, you
agree not to become an employee, owner (except for passive investments of not
more than one percent of the outstanding shares of, or any other equity
interest in, any company or entity listed or traded on a national securities
exchange or in an over-the-counter securities market), officer, agent or
director of any firm or person which (i) directly competes with a line or
lines of business of the Company or any subsidiary of the Company accounting
for ten percent (10%) or more of the Company's or such subsidiary's gross
sales, revenues or earnings before taxes, (ii) derives ten percent (10%) or
more of such firm's or person's gross sales, revenues or earnings before taxes
from a line or lines of business which directly competes with the Company or
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any subsidiary of the Company or (iii) is a distributor of any of the products
of the Company or any subsidiary of the Company, where the distribution of
such products accounts for ten percent (10%) or more of such firm's or
person's gross sales, revenues or earnings before taxes. During the period
through the second anniversary of the Date of Termination, you will be
available, consistent with other responsibilities that you may then have, to
answer questions and provide advice to the Company. Notwithstanding anything
in this Agreement to the contrary, you agree that, from and after any breach
by you of the provisions of this Section 8(ii), the Company shall cease to
have any obligations to make payments to you under this Agreement.
(iii) You acknowledge and agree that damages for breach of the
covenant not to compete in this Section 8 will be difficult to determine and
will not afford a full and adequate remedy, and therefore agree that the
Company, in addition to any other remedies that may otherwise be available for
a breach of this Section 8 (including, without limitation, as set forth in
Section 8(ii) above, by seeking actual damages and pursuant to awards under
the Company's Management Equity Plan and 1995 Stock Incentive Plan and the
Amended and Restated Management Equity Participation Agreement, dated as of
August 8, 1988, between the Company and the other parties thereto, as amended
and supplemented from time to time), may seek specific enforcement of the
covenant not to compete in any court of competent jurisdiction, including,
without limitation, by the issuance of a temporary or permanent injunction,
without the necessity of a bond. You and the Company agree that the
provisions of this covenant not to compete are reasonable. However, should
any court or arbitrator determine that any provision of this covenant not to
compete is unreasonable, either in period of time, geographical area, or
otherwise, the parties agree that this covenant not to compete should be
interpreted and enforced to the maximum extent which such court or arbitrator
deems reasonable.
9. CONFIDENTIALITY. (i) You shall not knowingly disclose or
reveal to any unauthorized person, during or after the Term, any trade secret
or other confidential information relating to the Company or any of its
affiliates, or any of their respective businesses or principals, such as,
without limitation, dealers' or distributors' lists and manufacturing
processes, and you confirm that such information is the exclusive property of
the Company and its affiliates. You agree to hold as the Company's property
all memoranda, books, papers, letters and other data, and all copies thereof
or therefrom, in any way relating to the business of the Company and its
affiliates, whether made by you or otherwise coming into your possession and,
on termination of your employment, or on demand of the Company at any time, to
deliver the same to the Company.
(ii) Any ideas, processes, characters, productions, schemes,
titles, names, formats, adaptations, plots, slogans, catchwords, incidents,
treatment, and dialogue which you may conceive, create, organize, prepare or
produce during the period of your employment and which ideas, processes, etc.
relate to any of the businesses of the Company, shall be owned by the Company
and its affiliates whether or not you should in fact execute an assignment
thereof to the Company, but you agree to execute any assignment thereof or
other instrument or document which may be reasonably necessary to protect and
secure such rights to the Company.
(iii) You shall comply in all respects with the terms of the
Employees' Agreement with regard to Proprietary Information Including
Inventions, Patents, Copyrights, Trade Secrets and Confidential Information
between you and the Company.
(iv) Notwithstanding anything in this Agreement to the contrary,
you agree that from and after any breach by you of the provisions of this
Section 9 during any period of payment provided in Section 5 hereof, the
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Company shall cease to have any obligations to make payments to you under this
Agreement.
10. 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 you 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 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 subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in
this Agreement. The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of New York. Any
payments provided for hereunder shall be paid net of any applicable
withholding required under federal, state or local law. The obligations of
the Company under Section 5 and your obligations under Sections 8 and 9 hereof
shall survive the expiration of the Term of this Agreement.
11. VALIDITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
12. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
13. ENTIRE AGREEMENT. This Agreement and the other agreements
expressly referred to herein contain the entire agreement by the parties with
respect to the matters covered herein and supersede any prior agreement
(including, without limitation, any prior employment agreement), condition,
practice, custom, usage and obligation with respect to such matters insofar as
any such prior agreement, condition, practice, custom, usage or obligation
might have given rise to any enforceable right.
If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this letter
which will then constitute our agreement on this subject.
Sincerely,
FORT HOWARD CORPORATION
By /s/ Michael T. Riordan
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Name: Michael T. Riordan
Title: President and
Chief Executive Officer
Agreed to this 18th day
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of December, 1996
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By /s/ John F. Rowley
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APPENDIX A
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"CHANGE IN CONTROL" OF THE COMPANY
A "Change in Control" of the Company shall be defined in accordance
with the definitions set forth below:
"Affiliate" and "Associate" have the respective meanings ascribed to
such terms in Rule 12b-2 promulgated under the Exchange Act.
"Beneficial Owner" has the meaning ascribed to such term in
Rule 13d-3 promulgated under the Exchange Act.
A "Change in Control" of the Company shall be deemed to have
occurred when (A) any Person (other than (x) the Company, any subsidiary of
the Company, any employee benefit plan of the Company or of any subsidiary of
the Company, or any person or entity organized, appointed or established by
the Company or any subsidiary of the Company for or pursuant to the terms of
any such plan, (y) Morgan Stanley Group Inc., a Delaware corporation, The
Morgan Stanley Leveraged Equity Fund II, L.P., a Delaware limited partnership
("MSLEF II"), Fort Howard Equity Investors, L.P., a Delaware limited
partnership ("FHEI"), Fort Howard Equity Investors II, L.P., a Delaware
limited partnership ("FHEII"), or any of their respective Affiliates or
(z) any general or limited partner of MSLEF II, FHEI or FHEII), alone or
together with its Affiliates and Associates (collectively, an "Acquiring
Person"), shall become the Beneficial Owner of twenty percent (20%) or more of
the then outstanding shares of Common Stock or the Combined Voting Power of
the Company's then outstanding voting securities (except pursuant to an offer
for all outstanding shares of Common Stock at a price and upon such terms and
conditions as a majority of the Continuing Directors determine to be in the
best interests of the Company and its shareholders (other than an Acquiring
Person on whose behalf the offer is being made)), or (B) during any period of
two consecutive years, individuals who at the beginning of such period
constitute the Board and any new director (other than a director who is a
representative or nominee of an Acquiring Person) whose election by the Board
or nomination for election by the Company's shareholders was approved by a
vote of a least a majority of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved (collectively, the "Continuing
Directors"), cease for any reason to constitute a majority of the Board.
"Combined Voting Power" means the combined voting power of the
Company's then outstanding voting securities.
"Common Stock" means the Voting Common Stock, par value $.01
per share, of the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Person" means any person, entity or "group" within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.
SCHEDULE TO EXHIBIT 10.3
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the following
Employment Agreements have been omitted from Exhibit 10.3 because they are
substantially identical to the one included in all material respects except
for the parties thereto:
NAME POSITION
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Daniel J. Platkowski Senior Vice President
James W. Nellen II Vice President
Timothy G. Reilly Senior Vice President