EMPLOYMENT AGREEMENT
AGREEMENT, dated as of October 22, 1995, by and between
PROFFITT'S, INC., a Tennessee corporation (the "Company"), and
ROBERT M. MOSCO (the "Executive").
WHEREAS, the Company, BALTIC MERGER CORPORATION ("Merger
Sub"), and Younkers, Inc. ("YOUNKERS"), a Delaware corporation,
have entered into an Agreement and Plan of Merger, dated as of
October 22, 1995 (the "Merger Agreement") providing for the merger
of Merger Sub with and into Younkers;
WHEREAS, the Company desires to employ, as of the Effective
Time (as such term is defined in the Merger Agreement), the
Executive as President and Chief Executive Officer of Younkers, and
the Executive desires to serve the Company in these roles;
NOW, THEREFORE, in consideration of the premises and the
respective covenants and agreements of the parties herein
contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
ARTICLE I
Employment
Section 1.1.Position. The Company hereby agrees to employ
Executive, and Executive hereby agrees to serve the Company, as
President and Chief Executive Officer of Younkers, subject to the
direction of the Chief Executive Officer of the Company, on the
terms and conditions set forth herein.
Section 1.2.Duties. For the period the Executive is employed
by the Company hereunder, the Executive shall devote his full and
undivided business time and attention to the transaction of the
business of Younkers and the Company, and shall not engage in any
other business activities except with the approval of the Board of
Directors of the Company (the "Board"). Notwithstanding the
foregoing, the Executive may participate in the affairs of any
governmental, educational or other charitable institution so long
as the Board does not determine that such activities unreasonably
interfere with the business of the Company or the performance by
Executive of his duties hereunder.
Section 1.3.Term. The term of this Agreement and the
effectiveness thereof will commence on the Effective Date and end
on the third anniversary of the Effective Date (the "Term"). For
purposes of this Agreement, the "Effective Date" shall be the date
of the occurrence of the Effective Time of the Merger Agreement.
Section 1.4.Working Facilities. The Executive shall be
provided with such office facilities and services as are customary
for and commensurate with his position at the Company and are
appropriate for the performance of his duties.
Section 1.5.Place of Performance. Executive's employment
shall be based at the principal executive offices of Younkers in
Des Moines, Iowa.
Section 1.6.Non-competition; Unauthorized Disclosure.
(a) Non-competition. During the period Executive is
employed under this Agreement, and for a period of one year
thereafter, Executive:
(i) shall not engage in any activities, whether as
employer, proprietor, partner, stockholder (other than the holder
of less than 5% of the stock of a corporation the securities of
which are traded on a national securities exchange or in the over-
the-counter market, director, officer, employee or otherwise, in
competition with (A) the businesses conducted at the date hereof by
Company or any subsidiary or affiliate, or (B) any business in
which Company or any subsidiary or affiliate is substantially
engaged at any time during the employment period;
(ii) shall not solicit, in competition with Company,
any person who is a customer of the businesses conducted by Company
at the date hereof or of any business in which Company is
substantially engaged at any time during the term of this
Agreement; and
(iii)shall not induce or attempt to persuade any
employee of Company or any of its divisions, subsidiaries
or then present affiliates to terminate his or her
employment relationship in order to enter into competitive
employment.
(b) Unauthorized Disclosure. During the period
Executive is employed under this Agreement, and for a further
period of two years thereafter, Executive shall not, except as
required by any court or administrative agency, without the
written consent of the Board, or a person authorized thereby,
disclose to any person, other than an employee of Company or
a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by Executive of
his duties as an executive for Company, any confidential
information obtained by him while in the employ of Company;
provided, however, that confidential information shall not
include any information now known or which becomes known
generally to the public (other than as a result of unauthorized
disclosure by Executive).
(c) Scope of Covenants; Remedies. The following
provisions shall apply to the covenants of Executive contained
in this Section 1.6:
(i) the covenants contained in paragraph (i) and
(ii) of Section 1.6(a) shall apply within all the
territories in which Company is actively engaged in the
conduct of business while Executive is employed under this
Agreement, including, without limitation, the territories in
which customers are then being solicited;
(ii) without limiting the right of the Company to
pursue all other legal and equitable remedies available
for violation by Executive of the covenants contained in
this Section 1.6, it is expressly agreed by Executive and
the Company that such other remedies cannot fully compensate the
Company for any such violation and that the Company shall be
entitled to injunctive relief to prevent any such violation or any
continuing violation thereof;
(iii)each party intends and agrees that if, in any
action before any court or agency legally empowered to
enforce the covenants contained in this Section 1.6, any
term, restriction, covenant or promise contained therein
is found to be unreasonable and accordingly unenforceable, then
such term, restriction, covenant or promise shall be deemed
modified to the extent necessary to make it enforceable
by such court or agency; and
(iv) the covenants contained in this Section 1.6
shall survive the conclusion of Executive's employment by
Company.
ARTICLE II
Compensation
Section 2.1.Base Compensation. The Company shall pay to the
Executive, as compensation for his services hereunder, a minimum
annual base salary of $450,000 (subject to periodic review for
increases at the discretion of the Compensation Committee of the
Board), with such salary to be paid pursuant to the Company's
normal payroll practices for senior management of the Company.
Section 2.2.Bonus. The Executive shall be entitled to receive
with respect to each year of the Term an annual bonus ("Bonus")
pursuant to the terms of the incentive plans of the Company
available to senior management, on such terms and conditions as are
established from time to time by the Compensation Committee of the
Board in its sole discretion; provided, however, that the maximum
target Bonus payable for any year shall not exceed 50% of the
Executive's base salary for such year.
Section 2.3.Benefits and Perquisites. Executive shall
participate in all employee pension and welfare benefit plans,
programs, and arrangements, and shall receive all other fringe
benefits as are from time to time made generally available to the
senior management of the Company. The Executive shall be entitled
to take time off for vacation or illness in accordance with the
Company's policies with respect thereto established from time to
time with respect to its senior management.
Section 2.4.Stock Options. The Company shall grant on the
Effective Date to the Executive an option to purchase 50,000 shares
of the common stock of the Company (the "Option") under Company's
1994 Long-Term Incentive Plan ("LTIP"), unless the Company and the
Executive agree to an alternative arrangement to compensate the
Executive. The exercise price of the Option shall be equal to the
closing price at the end of the first business day coincident with
or following the Effective Date (the "Grant Date"). Pursuant to
the Company's policies applicable to senior executives, the Option
shall be exercisable on the Grant Date to the extent of 20% of the
shares covered thereby; exercisable to the extent of an additional
20% of the shares covered thereby on and after the first
anniversary of the Grant Date; exercisable to the extent of an
additional 20% of the shares covered thereby on and after the
second anniversary of the Grant Date; exercisable to the extent of
an additional 20% of the shares covered thereby on and after the
third anniversary of the Grant Date; and exercisable to the extent
of any remaining shares on and after the fourth anniversary of the
Grant Date; provided, however, that no portion of the Option shall
be exercisable any earlier than six months from the Grant Date.
If Executive's employment is terminated without Cause by the
Company or for Good Reason by the Executive, as such phrases are
used in Section 3.1, provided, however, that a voluntary
termination pursuant to the last sentence of Section 3.1 shall not
be Good Reason for purposes of this sentence, then all portions of
this Option shall become immediately exercisable.
Section 2.5.Expense Reimbursements. All travel and other
expenses incurred by the Executive in connection with the
performance of services hereunder shall be paid by the Company in
accordance with the Company's then applicable customary expense
reimbursement policy. If such expenses are paid in the first
instance by the Executive, the Company will reimburse the Executive
for all such expenses upon the Executive's presentation of an
itemized account of such expenditures in a form acceptable to the
Company.
ARTICLE III
Termination of Employment
Section 3.1.Events of Termination. The Executive's employment
hereunder may be terminated under the following circumstances:
(a) Death. The Executive's employment hereunder shall
terminate upon his death.
(b) Disability. If, as a result of the Executive's
incapacity due to physical or mental illness ("Disability"),
the Executive shall have been absent from his duties hereunder
on a full-time basis for six (6) consecutive months, and within
thirty (30) days after written Notice of Termination is
given in accordance with Section 4.3 (which may occur before
or after the end of such six (6) month period) the Executive
shall not have returned to the performance of his duties hereunder
on a full-time basis, the Company may terminate the
Executive's employment hereunder.
(c) Other Termination by the Company. The Company may
terminate the Executive's employment hereunder for Cause or
without Cause. For purposes of this Agreement, "Cause" shall
mean (1) a material breach by Executive of the duties and
responsibilities of Executive (other than as a result of incapacity
due to physical or mental illness) which is demonstrably
willful and deliberate on Executive's part, which is committed
in bad faith or without reasonable belief that such breach is
in the best interests of the Company and which is not remedied in
a reasonable period of time after receipt of written notice
from the Company specifying such breach or (2) conviction of
the Executive of, or plea by the Executive of guilty or nolo
contendere to, a felony involving moral turpitude with respect
to the business of the Company.
Cause shall not exist unless and until the Company has
delivered to Executive a copy of a resolution duly adopted by
three-quarters (3/4) of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice to
Executive and an opportunity for Executive, together with his
counsel, to be heard before the Board), finding that in the
good faith opinion of the Board, the Executive was guilty of
the conduct set forth in this subsection and specifying the
particulars thereof in detail.
(d) Termination by the Executive. The Executive may
terminate his employment hereunder for Good Reason (as defined
below) or voluntarily in the absence of Good Reason. For
purposes of this Agreement, "Good Reason" shall, unless
otherwise expressly consented to by the Executive in writing, mean:
(i) a material reduction in the nature or status
of the Executive's responsibilities, office or title from
those in effect under this Agreement; or
(ii) a reduction by the Company in the Executive's
annual base salary or bonus opportunity as in effect
pursuant to this Agreement or as the same may be
increased from time to time; or
(iii)the Executive's relocation to a work location
which is more than fifty (50) miles from the location at
which the Executive performed his duties for the Company
as of the Effective Date; or
(iv) the failure by the Company to continue to
provide the Executive with benefits substantially
equivalent to those to be received by the Executive
pursuant to Section 2.3.
Notwithstanding the foregoing, the voluntary termination of
employment by the Executive during the first thirty (30) days
following the first anniversary of the Effective Date shall also be
considered a termination for "Good Reason" under the Agreement.
Section 3.2.Notice of Termination. Any termination of the
Executive's employment by the Company or by the Executive (other
than termination pursuant to Section 3.1(a) hereof) shall be
communicated by written Notice of Termination to the other party
hereto in accordance with Section 4.3. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated.
Section 3.3.Termination Date. For purposes of this Agreement,
"Date of Termination" shall mean (i) if the Executive's employment
is terminated by his death, the date of his death, (ii) if the
Executive's employment is terminated pursuant to Section 3.1(b)
above, thirty (30) days after Notice of Termination is given
(provided that the Executive shall not have returned to the
performance of his duties on a full-time basis during such thirty
(30) day period) and (iii) if the Executive's employment is
terminated pursuant to Sections 3.1(c) or 3.1(d) above, the date
specified in the Notice of Termination, which shall be no earlier
than thirty (30) days following the Notice of Termination, unless
such termination shall be by the Company for Cause.
Section 3.4.Compensation Upon Termination or During
Disability.
(a) During any period that the Executive
fails to perform his duties hereunder as a result of
incapacity due to physical or mental illness ("Disability Period"),
the Executive shall continue to receive his full base
salary and bonus set forth in Sections 2.1 and 2.2 until his
employment is terminated pursuant to Section 3.1(b), provided
that payments so made to the Executive during the Disability
Period shall be reduced by the sum of the amounts, if any, payable
to the Executive at or prior to the time of any payment under
disability benefit plans of the Company or under the Social
Security disability insurance program.
(b) If the Executive's employment shall be terminated
due to death or Disability, or by the Company for Cause or by
the Executive for other than Good Reason, the Company shall
pay the Executive (or his beneficiary or estate), as soon as
practicable, but within thirty (30) days following the Date of
Termination, his base salary through the Date of Termination
and any earned, but unpaid, bonus for the prior calendar year,
and the Company shall have no further obligations to the
Executive under this Agreement.
(c) If (A) the Company shall terminate the Executive's
employment other than for Disability pursuant to Section
3.1(b) or Cause or (B) the Executive shall terminate
employment for Good Reason, then the Company shall pay to Executive
(or Executive's beneficiary or estate) within thirty (30)
days following the Date of Termination, as compensation for
services rendered to the Company:
(1) a lump-sum cash amount equal to the sum of (a)
Executive's full annual base salary from the Company through the
Date of Termination, (b) Executive's annual bonus in an amount at
least equal to the greater of (A) the average bonus (annualized
for any fiscal year consisting of less than twelve (12)
full months) paid or payable, including by reason of any
deferral, to Executive by the Company or Younkers, Inc. in respect
of the three (3) fiscal years of the Company or
Younkers, Inc. immediately preceding the fiscal year in
which the Date of Termination occurs, or (B) 50% of
Executive's target bonus for the fiscal year in which the
Date of Termination occurs, multiplied by (C) a fraction, the
numerator of which is the number of days in the fiscal year in
which the Date of Termination occurs through the Date of
Termination and the denominator of which is three hundred
sixty-five (365) or three hundred sixty-six (366), as
applicable, and (c) any compensation previously deferred
by Executive other than pursuant to a tax-qualified plan (together
with any interest and earnings thereon) and any accrued
vacation pay, in each cause to the extent not theretofore
paid;
(2) a lump-sum cash amount equal to (a) three (3)
times Executive's highest annual rate of base salary from
the Company or Younkers, Inc. in effect during the 12-
month period prior to the Date of Termination, plus (b)
three (3) times the greatest of (A) the average bonus (annualized
for any fiscal year consisting of less than twelve (12)
full months) paid or payable, including by reason of any
deferral, to Executive by the Company or Younkers, Inc.
in respect of the three (3) fiscal years of the Company
or Younkers, Inc. immediately preceding the fiscal year in which
the Date of Termination occurs or (B) 50% of Executive's
target bonus for the fiscal year in which the Date of
Termination occurs[; provided, however, that in the event
there are fewer than thirty-six (36) whole months
remaining from the Date of Termination to the date of Executive's
70th birthday, the amount calculated in accordance with
this Section 3.4(c)(2) shall be reduced by multiplying
such amount by a fraction the numerator of which is the
number of months, including a partial month (with a
partial month being expressed as a fraction the numerator
of which is the number of days remaining in such month and the
denominator of which is the number of days in such month), so
remaining and the denominator of which is thirty-six
(36)]; provided further, that any amount paid pursuant to
this Section 3.4(c)(2) shall be paid in lieu of any other
amount of severance relating to salary or bonus continuation to be
received by Executive upon termination of employment of Executive
under any severance plan, policy, employment agreement or
arrangement of the Company;
(3) if on the Date of Termination Executive shall
not be fully vested in his accrued benefit under the
Pension Plan, the Company shall pay to Executive within
thirty (30) days following the Date of Termination a lump
sum cash amount equal to the actuarial equivalent of his unvested
accrued benefit under the Pension Plan as of such date.
Such lump sum cash amount shall be computed using the
same actuarial methods and assumptions then in use for
purposes of computing benefits under the Pension Plan;
provided that the interest rate used in making such computation
shall not be greater than the interest rate permitted
under Section 417(a) of the Internal Revenue Code of
1986, as amended (the "Code"), on the Date of
Termination. "Pension Plan" means the defined benefit
pension plan of the Company or Younkers, Inc. (or any successor
plan) and any other employee benefit plans of the Company or
Younkers, Inc. that require any minimum period of
employment as a condition to the receipt of retirement
benefits thereunder;
(4) if on the Date of Termination Executive shall
not be fully vested in the employer contributions made on
his behalf under any defined contribution plan of the
Company or Younkers, Inc., the Company shall pay to
Executive within thirty (30) days following the Date of Termination
a lump sum cash amount equal to the value of the unvested
portion of such employer contributions; provided,
however, that if any payment pursuant to this
subparagraph may or would result in such payment being deemed a
transaction which is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended, the Company
shall make such payment so as to meet the conditions for
an exemption from such Section 16(b) as set forth in the
rules (and interpretative and no-action letters relating
thereto) under Section 16. The value of any such unvested employer
contributions shall be determined as of the Date of
Termination; provided that if the common stock of the
Company is traded on a national securities exchange or
NASDAQ on the Date of Termination, the value of a share
of common stock of the Company shall be the closing price on the
national securities exchange or NASDAQ on the Date of
Termination or, if such date is not a trading day, on the
immediately preceding trading day;
(5) For a period of three (3) years commencing on
the Date of Termination, the Company shall continue to
provide medical and life insurance coverage with respect
to Executive and his dependents, with the same level of
coverage, upon the same terms and otherwise to the same extent as
such policies shall have been in effect immediately prior
to the Date of Termination, and the Company and Executive
shall share the costs of the continuation of such
insurance coverage in the same proportion as such costs
were shared immediately prior to the Date of Termination.
(d) The maximum payments under this Section (including
the value of any medical or life insurance coverage under
Subsection (c)(5) above) shall not exceed the maximum amount
that could be paid without imposition of an excise tax under
Code Section 4999, assuming for purposes of this Subsection that
all of the payments under this Section are parachute payments
within the meaning of Code Section 280G. The determination of
this limit and the reduction of any payments hereunder shall
be determined by the Company's Accounting Firm (as defined in
Section 3.5) consistent, and in accordance, with Section 3.5.
Section 3.5.Excise Tax Limitation.
(a) Notwithstanding anything contained in this Agreement
or any other agreement or plan to the contrary, the payments
and benefits provided to, or for the benefit of, Executive
under this Agreement or under any other plan or agreement (the
"Payments") shall be reduced (but not below zero) to the extent
necessary so that no payment to be made, or benefit to be
provided, to Executive or for his benefit under this Agreement
or any other plan or agreement shall be subject to the
imposition of excise tax under Section 4999 of the Code (such
reduced amount is hereinafter referred to as the "Limited Payment
Amount"). Unless Executive shall have given prior written
notice specifying a different order to the Company, the
Company shall reduce or eliminate the Payments to Executive by
first reducing or eliminating those payments or benefits which are
not payable in cash and then by reducing or eliminating cash
payments, in each case in reverse order beginning with
payments or benefits which are to be paid the farthest in time
from the Determination (as hereinafter defined). Any notice given
by Executive pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement
or agreement governing Executive's rights and entitlements to
any benefits or compensation.
(b) All determinations required to be made under this
Section 3.5 shall be made by the Company's public accounting
firm (the "Accounting Firm"), which shall provide its
calculations, together with detailed supporting documentation,
both to the Company and Executive within fifteen (15) days after
the receipt of notice from Executive that there has been a
Payment (or at such earlier times as is requested by the
Company) (collectively, the "Determination"). All fees, costs
and expenses (including, but not limited to, the costs or retaining
experts) of the Accounting Firm shall be borne by the Company.
The Determination by the Accounting Firm shall be binding upon
the Company and Executive.
(c) If it is established pursuant to a final
determination of a court or an Internal Revenue Service
proceeding which has been finally and conclusively resolved,
that Payments have been made to, or provided for the benefit of,
Executive by the Company, which are in excess of the limitations
provided in subsection (a) (hereinafter referred to as an
"Excess Payment"), such Excess Payment shall be deemed for all
purposes to be a loan to Executive made on the date Executive
received the Excess Payment and Executive shall repay the Excess
Payment to the Company on demand, together with interest on the
Excess Payment at the applicable federal rate (as defined in
Section 1274(d) of the Code) from the date of Executive's
receipt of such Excess Payment until the date of such
repayment. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the Determination, it
is possible that Payments which will not have been made by the
Company should have been made (an "Underpayment"), consistent
with the calculations required to be made under this Section
3.5. In the event that it is established, pursuant to a final
determination of a court or an Internal Revenue Service
proceeding which has been finally and conclusively resolved,
that an Underpayment has occurred, the Underpayment shall be
promptly paid by the Company to or for the benefit of Executive
together with interest on such amount at the applicable
federal rate from the date such amount would have been paid to
Executive until the date of payment.
ARTICLE IV
Miscellaneous
Section 4.1.Successors. 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, by agreement in form and
substance satisfactory to Executive, 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.
Section 4.2.Binding Agreement. This Agreement and all rights
of Executive hereunder shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees and legatees.
Section 4.3.Notice. For the purposes of this Agreement,
notices, demands 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 (unless otherwise specified) mailed by
United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:
If to Executive:
Robert M. Mosco
Younkers, Inc.
7th and Walnut Street
Des Moines, Iowa 50397
If to the Company:
Proffitt's, Inc.
3455 Highway 80 West
Jackson, Mississippi 39209
Attn:Brian J. Martin, Esquire
or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.
Section 4.4.Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
Executive and such officer of the Company, as may be specifically
designated by its 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. 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 set forth
expressly in this Agreement.
Section 4.5.Applicable Law. The validity, interpretation,
construction and performance of this Agreement shall be governed by
the laws of the State of Tennessee without regard to its conflicts
of law principles.
Section 4.6.Severability. The invalidity or unenforceability
of any provision or provisions 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.
Section 4.7.No Mitigation. The Executive shall not be
required to mitigate amounts payable pursuant to this Agreement
hereof by seeking other employment or otherwise, and no amounts
shall be subject to mitigation.
Section 4.8.Withholding Taxes. The Company may withhold from
all payments due to Executive (or his beneficiary or estate)
hereunder all taxes which, by applicable federal, state, local or
other law, the Company is required to withhold therefrom.
Section 4.9.Reimbursement of Legal Fees and Expenses. If any
contest or dispute shall arise under this Agreement involving
termination of Executive's employment with the Company or involving
the failure or refusal of the Company to perform fully in
accordance with the terms hereof, the Company shall reimburse
Executive, on a current basis, for all legal fees and expenses, if
any, incurred by Executive in connection with such contest or
dispute (regardless of the result thereof), together with interest
in an amount equal to the prime rate of Chemical Bank from time to
time in effect, but in no event higher than the maximum legal rate
permissible under applicable law, such interest to accrue from the
date the Company receives Executive's statement for such fees and
expenses through the date of payment thereof.
Section 4.10.Entire Agreement. This Agreement sets forth the
entire agreement of the parties hereto in respect of the subject
matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto; and any prior agreement of the
parties hereto in respect of the subject matter contained herein
(including the Employment Agreement, dated April 7, 1995, between
Executive and Younkers, Inc. and the Severance Agreement, dated
January 8, 1995, between Executive and Younkers, Inc.) is hereby
terminated and cancelled.
IN WITNESS WHEREOF, the parties have executed this agreement
on the date and year first above written.
PROFFITT'S, INC.
By: /s/ R. Brad Martin
R. Brad Martin
Chairman of the Board
and Chief Executive Officer
ATTEST:
By: /s/ James E. Glascock
James E. Glasscock
Executive Vice President
and Chief Financial Officer
EXECUTIVE
/s/ Robert M. Mosco
Robert M. Mosco