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Exhibit 10.4
EMPLOYMENT AGREEMENT
The parties to this Agreement are AXCELIS TECHNOLOGIES, INC.,
a Delaware corporation (the "Company"), and BRIAN R. BACHMAN, an individual
residing in the State of Ohio (the "Executive"). The Executive and the Company
mutually desire to set forth in this Agreement the terms and conditions of an
employment relationship following the initial public offering of the stock of
the Company. The execution and delivery of this Agreement have been duly
authorized by the Board of Directors of the Company (the "Board"). This
Agreement shall become effective on the date of the consummation of the initial
public offering of the stock of the Company (the "Effective Date").
NOW, THEREFORE, the Company and the Executive, each intending
to be legally bound, hereby mutually covenant and agree as follows:
1. EMPLOYMENT AND TERM.
(a) EMPLOYMENT. The Company hereby offers to employ the
Executive as the Chief Executive Officer of the Company and the Executive hereby
accepts such employment with the Company, for the Term set forth in Paragraph
1(b). The Executive shall also serve as Vice Chairman of the Board of Directors
of the Company. During the Term, the Executive shall also serve as Chief
Executive Officer of each significant subsidiary of the Company.
(b) TERM. The term of the Executive's employment under this
Agreement (the "Term") shall commence on the Effective Date and end on the third
anniversary of the Effective Date, subject to the extension of such Term by the
mutual consent of the parties prior to the expiration of such Term or its
earlier termination at the discretion of the Board or as provided in Paragraph
7. If the Board exercises its discretion to terminate the employment of the
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Executive and the Term, such action of the Board shall be deemed a Discharge
Without Cause and the Executive shall be entitled to receive the amounts and
benefits under Paragraph 8(b) of this Agreement.
2. DUTIES. During the period of employment as provided in
Paragraph 1(b) hereof, the Executive shall serve as Chief Executive Officer of
the Company, Chief Executive Officer of each significant subsidiary of the
Company and Vice Chairman of the Board of Directors of the Company. The
Executive shall report to the Board and perform such duties consistent with his
positions, which will include the specific duties and responsibilities as
outlined in the Company's Board of Directors Resolutions dated June 12, 2000 and
the letter dated June 8, 2000 from S. R. Hardis, Chairman of the Board of the
Company, both of which documents are incorporated herein by reference. The
Executive shall devote his best skill and efforts (reasonable sick leave and
vacations excepted) to the performance of his duties under this Agreement;
provided, however, that during the Term the Executive shall be permitted to
devote a reasonable amount of time during regular business hours and otherwise
to concluding his assignments relating to the business affairs of Eaton
Corporation. In addition, the Executive may devote reasonable periods required
for (i) serving as a director or member of a committee of any organization
involving no conflict of interest with the interests of the Company or its
subsidiaries; (ii) fulfilling speaking engagements; (iii) engaging in charitable
and community activities; (iv) participating in industry and trade organization
activities; and (v) managing his personal investments; provided, that such
activities do not materially interfere with the regular performance of his
duties and responsibilities under this Agreement.
3. BASE SALARY. For services performed by the Executive for
the Company pursuant to this Agreement during the period of employment as
provided in Paragraph 1(b), the
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Company shall pay the Executive a base salary at the rate of at least $600,000
per year, payable in accordance with the Company's regular payroll practices
(but no less frequently than monthly). Any compensation which may be paid to the
Executive under any additional compensation or incentive plan of the Company or
which may be otherwise authorized from time to time by the Board (or an
appropriate committee thereof) shall be in addition to the base salary to which
the Executive shall be entitled under this Agreement.
4. SALARY INCREASES. During the Term, the base salary of the
Executive shall be reviewed no less frequently than annually by the Board to
determine whether or not the same should be increased in light of the duties and
responsibilities of the Executive and his performance thereof, and, if it is
determined that an increase is merited, such increase shall be put into effect
at the time determined appropriate by the Board and the base salary of the
Executive as so increased shall thereafter constitute the base salary of the
Executive for purposes of Paragraph 3.
5. OTHER BENEFITS. In addition to the base salary to be paid
to the Executive pursuant to Paragraph 3 hereof, the Executive shall also be
entitled to the following:
(a) PARTICIPATION IN PLANS. The Executive shall be entitled to
a target bonus opportunity for each fiscal year of 50% of his base salary based
on the attainment of performance goals and objectives established by the Board
and such greater or lesser amount if actual performance exceeds or falls short
of target performance goals and objectives as provided under the Company's bonus
arrangements for senior executives. With the exception of the Employee Stock
Purchase Plan, the Executive shall also participate in the various benefit plans
maintained in force by the Company from time to time, including any qualified
and nonqualified pension, supplemental pension, disability, medical, group life
insurance, supplemental life insurance
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coverage, business travel insurance, sick leave, and other similar retirement
and welfare benefit plans, programs and arrangements.
(b) STOCK OPTIONS. As of the Effective Date, the Executive
shall be granted the option to purchase up to the number of shares of common
stock of the Company determined by dividing $12,000,000 by the per share
Black-Scholes valuation of an option to purchase a share of common stock of the
Company, assuming a Black-Scholes valuation equal to 60% of the average fair
market value of an Axcelis share on the date of grant, at the per share exercise
price equal to the price per share that common stock is offered to the public in
the initial public offering of the common stock of the Company, in accordance
with and subject to the terms and conditions of the Axcelis Technologies, Inc.
2000 Stock Plan (the "Stock Plan"). Such grant is to be evidenced by an award
agreement setting forth the terms and conditions of the grant. The Board (or a
committee appointed by the Board for such purpose) may thereafter make such
other or additional grants under the Stock Plan as it determines appropriate in
its sole discretion.
(c) FRINGE BENEFITS. In addition to the foregoing, the
Executive shall be entitled to an office, fringe benefits and other similar
benefits no less favorable than those available to other senior executives of
the Company.
(d) EXPENSE REIMBURSEMENT. The Company shall reimburse the
Executive, upon a proper accounting, for reasonable business expenses and
disbursements incurred by him in the course of the performance of his duties
under this Agreement.
(e) VACATION. The Executive shall be entitled to vacation and
paid time off during the initial and each successive year during the Term of
this Agreement in accordance with the Company's policies applicable to senior
executives, or such greater period as the Board shall approve, without reduction
in salary or other benefits.
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6. COVENANTS OF THE EMPLOYEE. In order to induce the Company
to enter into this Agreement, the Executive hereby agrees as follows:
(a) CONFIDENTIALITY. Except as may be required by law and for
acts in the ordinary course of the Executive's performance of his duties for the
Company and believed by the Executive in good faith to be in the best interests
of the Company, the Executive shall keep confidential and shall not divulge to
any other person or entity, during the Term or thereafter, any of the business
secrets or other confidential information regarding the Company, or any of its
subsidiaries or affiliates, which has not otherwise become public knowledge.
(b) RECORDS. All papers, books and records of every kind and
description relating to the business and affairs of the Company, or any of its
subsidiaries or affiliates, whether or not prepared by the Executive shall be
the sole and exclusive property of the Company, and the Executive shall
surrender them to the Company at any time upon request by the Company.
(c) NON-COMPETITION. The Executive hereby agrees with the
Company that, during the Term and for a period of months following the Date of
Termination (as defined in Paragraph 7(c) below) equal to the greater of 12
months or the number of months which would have then been remaining in the Term
but for the termination thereof, (i) he shall not, directly or indirectly,
engage in, be employed by, act as a consultant or advisor to, be a director,
officer, owner or partner of, or acquire an interest in, any business competing
with any of the businesses conducted by the Company or any of its subsidiaries
or affiliates, nor without the prior written consent of the Board directly or
indirectly have any interest in, own, manage, operate, control, be connected
with as a stockholder, lender, joint venturer, officer, employee, partner or
consultant, or otherwise engage, invest or participate in any business that is
competitive with any of the
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businesses conducted by the Company or by any subsidiary or affiliate of the
Company; provided, however, that nothing contained in this Paragraph 6(c) shall
prevent Executive from investing or trading in publicly traded stocks, bonds,
commodities or securities or in real estate or other forms of investment for
Executive's own account and benefit (directly or indirectly), so long as such
investment activities do not significantly interfere with Executive's services
to be rendered hereunder and are consistent with the conflict of interest
policies maintained by the Company from time to time, (ii) he shall not actively
solicit any employee of the Company or any of its subsidiaries or affiliates to
leave the employment thereof and (iii) he shall not induce or attempt to induce
any customer, supplier, licensor, licensee or other individual, corporation or
business organization having a business relation with the Company or its
subsidiaries or affiliates to cease doing business with the Company or its
subsidiaries or affiliates or in any way interfere with the relationship between
any such customer, supplier, licensor, licensee or other individual, corporation
or business organization and the Company or its subsidiaries or affiliates.
(d) ENFORCEMENT. The Executive agrees and warrants that the
covenants contained herein are reasonable, that valid consideration has been and
will be received therefor and that the agreements set forth herein are the
result of arms-length negotiations between the parties hereto. The Executive
recognizes and acknowledges that the provisions of this Paragraph 6 are vitally
important to the continuing welfare of the Company, and its subsidiaries and
affiliates, and that money damages constitute a totally inadequate remedy for
any violation thereof. Accordingly, in the event of any such violation by the
Executive, the Company, and its subsidiaries and affiliates, in addition to any
other remedies they may have, shall have the right to institute and maintain a
proceeding to compel specific performance thereof or to obtain an injunction
restraining any action by the Executive in violation of this Paragraph 6.
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7. TERMINATION. Unless earlier terminated in accordance with
the following provisions of this Paragraph 7, the Company shall continue to
employ the Executive and the Executive shall remain employed by the Company
during the entire Term as set forth in Paragraph 1(b). Paragraph 8 hereof sets
forth certain obligations of the Company in the event that the Executive's
employment hereunder is terminated. Certain capitalized terms used in this
Paragraph 7 and Paragraph 8 hereof are defined in Paragraph 7(c) below.
(a) DEATH OR DISABILITY. Except to the extent otherwise
expressly stated herein, including without limitation as provided in Paragraph
8(a) with respect to certain post-Date of Termination payment obligations of the
Company, this Agreement shall terminate immediately on the Date of Termination
in the event of the Executive's death or in the event of Executive's disability.
For purposes of this Agreement, "disability" shall mean the absence of the
Executive from the Executive's duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness or injury which is determined to be total and permanent by a
physician selected by the Company or its insurers and reasonably acceptable to
the Executive or the Executive's legal representative. In the event of
disability, until the Date of Termination the base salary payable to the
Executive under Paragraph 3 hereof shall be reduced dollar-for-dollar by the
amount of disability benefits, if any, paid to the Executive in accordance with
any disability policy or program of the Company.
(b) NOTIFICATION OF DISCHARGE FOR CAUSE OR RESIGNATION . In
accordance with the procedures hereinafter set forth, the Company may discharge
the Executive from his employment hereunder for Cause and the Executive may
resign from his employment hereunder for Good Reason or otherwise. Any discharge
of the Executive by the Company for Cause or resignation by the Executive for
Good Reason shall be communicated by a Notice of
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Termination to the Executive (in the case of discharge) or to the Company (in
the case of the Executive's resignation) given in accordance with Paragraph 10
of this Agreement. For purposes of this Agreement, a "Notice of Termination"
means a written notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances providing the basis for termination of the Executive's employment
under the provision so indicated and (iii) if the Date of Termination is to be
other than the date of receipt of such notice, specifies the termination date
(which date shall in all events be within fifteen (15) days after the giving of
such notice). No purported termination of the Executive's employment for Cause
shall be effective without a Notice of Termination to the Executive. The failure
by the Executive to set forth in any Notice of Termination to the Company any
facts or circumstances which contributes to a showing of Good Reason shall not
waive any right of the Executive hereunder or preclude the Executive from
asserting such fact or circumstances in enforcing the Executive's rights
hereunder.
(c) DEFINITIONS. For purposes of this Paragraph 7 and
Paragraph 8 hereof, the following capitalized terms shall have the meanings set
forth below:
(i) "Accrued Obligations" shall mean, as of the Date
of Termination, the sum of (A) the Executive's base salary under Paragraph 3
through the Date of Termination to the extent not theretofore paid, (B) the
amount of any bonus, incentive compensation, deferred compensation and other
cash compensation accrued by the Executive as of the Date of Termination to the
extent not theretofore paid and (C) any vacation pay, expense reimbursements and
other cash entitlements accrued by the Executive as of the Date of Termination
to the extent not theretofore paid.
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(ii) "Cause" shall mean (A) the willful and continued
failure of the Executive to perform substantially the Executive's duties with
the Company or one of its affiliates (other than any such failure resulting from
disability), after a written demand for substantial performance is delivered to
the Executive by the Chairman of the Board of the Company which specifically
identifies the manner in which the Board believes that the Executive has not
substantially performed the Executive's duties, or (B) the willful engaging by
the Executive in illegal conduct or gross misconduct which is injurious to the
Company. For purposes of this provision, no act or failure to act on the part of
the Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any act
or failure to act based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chairman of the Board or
based upon the advice of a senior officer of the Company or counsel for the
Company shall be conclusively presumed to be done or omitted to be done by the
Executive in good faith and in the best interests of the Company. The cessation
of employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds of the entire
membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel, to be heard before the Board),
finding that, in the good faith opinion of the Board, the Executive is guilty of
the conduct described in subparagraph (A) or (B) above of this Paragraph
7(c)(ii), and specifying the particulars thereof in detail.
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(iii) "Date of Termination" shall mean (A) in the
event of a discharge of the Executive by the Company for Cause or a resignation
by the Executive for Good Reason, the date the Executive (in the case of such
discharge) or the Company (in the case of such resignation) receives a Notice of
Termination, or any later permitted date specified in such Notice of
Termination, as the case may be, (B) in the event of a discharge of the
Executive without Cause or a resignation by the Executive without Good Reason,
the date the Executive (in the case of such discharge) or the Company (in the
case of such resignation) receives notice of such termination of employment, (C)
in the event of the Executive's death, the date of the Executive's death, and
(D) in the event of termination of the Executive's employment by reason of
disability pursuant to Paragraph 7(a), the date the Executive receives written
notice of such termination.
(iv) "Good Reason" shall mean any of the following:
(A) the assignment to the Executive of any duties inconsistent in any respect
with the Executive's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by
Paragraph 2 of this Agreement, or any other action by the Company which results
in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by the Company promptly after receipt
of notice thereof given by the Executive; (B) any failure by the Company to
comply with any of the provisions of Paragraphs 3, 4 and 5 of this Agreement,
other than an isolated, insubstantial and inadvertent failure not occurring in
bad faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive; (C) the Company's requiring the Executive to be
based at any office or location other than in Beverly, Massachusetts or the
Company's requiring the Executive
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to travel on Company business to a substantially greater extent than required
immediately prior to the Effective Date; (D) any purported termination by the
Company of the Executive's employment otherwise than as expressly permitted by
this Agreement; or (E) any failure by the Company to comply with and satisfy the
terms and conditions of that certain Indemnification Agreement between the
Company and the Executive (the "Indemnification Agreement").
(v) "Monthly Bonus Amount" shall mean the quotient of
(A) the "bonus percentage" (as hereinafter defined) times the Executive's annual
base salary as in effect under Paragraph 3 on the Date of Termination, divided
by (B) twelve (12). The term "bonus percentage" shall mean the percentage of the
Executive's base salary that the Executive received as a bonus with respect to
the fiscal year immediately preceding the fiscal year in which the Date of
Termination occurs, but in no event less than 25%.
8. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) DISCHARGE FOR CAUSE, RESIGNATION WITHOUT GOOD REASON,
DEATH OR DISABILITY. In the event of a discharge of the Executive for Cause or
resignation by the Executive without Good Reason, or in the event this Agreement
terminates pursuant to Paragraph 7(a) by reason of the death or disability of
the Executive:
(i) the Company shall pay all Accrued Obligations to
the Executive, or to his beneficiaries, heirs or estate in the event of the
Executive's death, in a lump sum in cash within thirty (30) days after the Date
of Termination; and
(ii) the Executive, or his beneficiaries, heirs or
estate in the event of the Executive's death, shall be entitled to receive all
benefits accrued by him as of the Date of Termination under all qualified and
nonqualified retirement, pension, profit sharing and similar
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plans of the Company in such manner and at such time as are provided under the
terms of such plans and arrangements; and
(iii) except as otherwise provided in Paragraph 15
hereof, all other obligations of the Company under this Agreement shall cease
forthwith.
(b) DISCHARGE WITHOUT CAUSE, RESIGNATION FOR GOOD REASON OR
UPON FAILURE TO EXTEND THE TERM OF THIS AGREEMENT . If (x) the Executive is
discharged other than for Cause (i.e., without Cause) or disability or (y) if
the Executive resigns with Good Reason or (z) if either party does not extend
this Agreement following the completion by the Executive of the initial Term:
(i) the Company shall pay to the Executive in a lump
sum in cash within thirty (30) days after the Date of Termination the aggregate
of the following amounts:
(A) all Accrued Obligations; and
(B) an amount equal to his monthly base
salary at the highest rate in effect in the most recent year
multiplied by the greater of (i) 12 or (ii) the number of full
and partial months then remaining in the Term of this
Agreement; and
(C) an amount equal to the Monthly Bonus
Amount multiplied by the greater of (i) 12 or (ii) the number
of full and partial months then remaining in the Term of this
Agreement.
(ii) for the number of months equal to the multiplier
used in Paragraph 8(b)(i)(B) and (C), the Company shall either (A) arrange to
provide the Executive and his dependents, at the Company's cost, with life,
disability and health coverage, whether insured or not insured, providing
substantially similar benefits to those which the Executive and his
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dependents were receiving immediately prior to the Date of Termination, to the
extent the Company continues to maintain benefit plans providing for such
benefits for executives generally or (B) in lieu of providing such coverage, pay
to the Executive within thirty (30) days after the Date of Termination a lump
sum amount in cash equal to two (2) times the projected cost to the Company of
providing the extended benefit coverage referred to in clause (A) (as such cost
shall be calculated by a nationally recognized benefit consulting firm using
reasonable assumptions); and
(iii) the Executive shall be entitled to receive all
benefits accrued by him as of the Date of Termination under all qualified and
nonqualified retirement, pension, profit sharing and similar plans of the
Company in such manner and at such time as are provided under the terms of such
plans; and
(iv) all stock options and other stock interests or
stock-based rights awarded to the Executive by the Company on or before the Date
of Termination shall become fully vested and nonforfeitable as of the Date of
Termination and shall remain in effect and exercisable in accordance with the
terms and conditions of their grant; and
(v) except as otherwise provided in Paragraph 15
hereof, all other obligations of the Company under this Agreement shall cease
forthwith.
(c) PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to
make the payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or any other party. Each
and every payment made hereunder by the Company shall be final, and the
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Company shall not seek to recover all or any part of such payment from the
Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever.
(d) CONTRACTUAL RIGHTS TO BENEFITS. This Agreement establishes
and vests in the Executive a contractual right to the benefits to which he is
entitled hereunder. The Executive shall not be obligated to seek other
employment in mitigation of the amounts payable or arrangements made under any
provision of this Agreement, and the obtaining of any such other employment
shall in no event effect any reduction of the Company's obligations to make the
payments and arrangements required to be made under this Agreement.
9. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the beneficiaries, heirs and representatives of the
Executive and the successors and assigns of the Company. The Company shall
require any successor (whether direct or indirect, by purchase, merger,
reorganization, consolidation, acquisition of property or stock, liquidation, or
otherwise) to all or a majority its assets, by agreement in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform this Agreement if no such succession had taken place.
Regardless whether such agreement is executed, this Agreement shall be binding
upon any successor of the Company in accordance with the operation of law and
such successor shall be deemed the "Company" for purposes of this Agreement.
10. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed within the continental United States
by first class certified mail, return receipt requested, postage prepaid,
addressed as follows:
(a) to the Board or the Company, to:
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Axcelis Technologies, Inc.
55 Cherry Hill Drive
Beverly, Massachusetts 01915
(b) to the Executive, to:
Brian R. Bachman
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Addresses may be changed by written notice sent to the other party at the last
recorded address of that party.
11. NO ASSIGNMENT. Except as expressly provided in Paragraph
9, this Agreement is not assignable by any party and no payment to be made
hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or other charge.
12. EXECUTION IN COUNTERPARTS. This Agreement will be executed
by the parties hereto in two or more counterparts, each of which shall be deemed
to be an original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.
13. JURISDICTION AND GOVERNING LAW. Jurisdiction over disputes
with regard to this Agreement shall be exclusively in the courts of the
Commonwealth of Massachusetts, and this Agreement shall be construed and
interpreted in accordance with and governed by the local laws of the
Commonwealth of Massachusetts, other than the conflict of laws provisions of
such laws.
14. SEVERABILITY. If any provision of this Agreement shall be
adjudged by any court of competent jurisdiction to be invalid or unenforceable
for any reason, such judgment shall not affect, impair or invalidate the
remainder of this Agreement.
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15. PRIOR UNDERSTANDINGS. Except for the Change of Control
Agreement and the Indemnification Agreement between the parties, this Agreement
embodies the entire understanding of the parties hereto, and supersedes all
other oral or written agreements or understandings between them regarding the
subject matter hereof. In the event of a termination of Executive's employment
following a Change of Control (as defined in such Change of Control Agreement),
the Executive shall be entitled to receive the greater of the amounts and
benefits under this Agreement or the Change of Control Agreement but the
Executive shall not receive the aggregate of amounts and benefits under both
such agreements. If he is entitled to receive amounts and benefits under both
the Change of Control Agreements and this Agreement, the amount and benefits
payable, if any, under the Change of Control Agreement shall be deemed to have
been paid first and, if the amounts and benefits due under this Agreement are
greater than those actually paid under the Change of Control Agreement, such
excess shall be paid under this Agreement. Further, if the Executive is then a
party to a Change of Control Agreement with Eaton Corporation, which is in
effect on a Date of Termination (the "Eaton Agreement"), he shall be entitled to
receive amounts and benefits under only the greater of the Eaton Agreement, the
Change of Control Agreement between the Executive and the Company and this
Agreement, in a hierarchy requiring payment first under the Eaton Agreement,
then under the Change of Control Agreement between the Executive and the Company
and then under this Agreement. Nothing in this Agreement is intended as and
shall not be read as a modification of the Indemnification Agreement and the
Indemnification Agreement shall be and remain in force and effect in accordance
with its terms. No change, alteration or modification hereof may be made except
in a writing, signed by each of the parties hereto. The headings in this
Agreement are for
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convenience of reference only and shall not be construed as part of this
Agreement or to limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the 30 day of June, 2000, to be effective as of the
Effective Date.
AXCELIS TECHNOLOGIES, INC.
Attest:
/s/ KEN SEMELSBERGER By: /s/ ADRIAN T. DILLON
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Name: Ken Semelsberger Name: Adrian T. Dillon
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Title: Vice President--Strategic Title: Executive Vice President--Chief
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Planning Financial and Planning Officer
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BRIAN R. BACHMAN
Witness:
/s/ BRIAN R. BACHMAN
/s/ MARY G. PUMA --------------------------------------
- ---------------------------------
Name: Mary G. Puma
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