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EXHIBIT 10.2
STOCK OPTION AGREEMENT (INTERPORE)
STOCK OPTION AGREEMENT, dated as of February 11, 1998 (the
"Agreement"), between INTERPORE INTERNATIONAL, a California corporation (the
"Grantee"), and CROSS MEDICAL PRODUCTS, INC., a Delaware corporation (the
"Grantor").
WHEREAS, Grantor, Grantee and Buckeye International, Inc., a
Delaware corporation, and a wholly-owned subsidiary of Grantee ("Sub"), have
entered into an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), providing for, among other things, the merger of Sub with
and into Grantor, with Grantor becoming the surviving corporation in the Merger
and a wholly-owned subsidiary of Grantee;
WHEREAS, pursuant to a Stock Option Agreement dated as of the
date hereof between Grantee and Grantor, Grantee has granted Grantor an option
to acquire shares of common stock of Grantee on terms that are substantially
similar to the terms of this Agreement (the "Cross Option");
WHEREAS, as a condition and inducement to its willingness to
enter into the Merger Agreement and the Cross Option, Grantee has requested that
Grantor grant to Grantee an option to purchase 19.9% of the capital stock of
Grantor entitled to vote generally for the election of the directors of Grantor
which is issued and outstanding immediately prior to the exercise of the Option
shares of Common Stock, par value $0.01 per share, of Grantor (the "Common
Stock"), upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce Grantee to enter into the Merger
Agreement and grant the Cross Option, Grantor is willing to grant Grantee the
requested option.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. The Option; Exercise; Adjustments; Payment of Spread.
(a) Contemporaneously herewith Grantee and Grantor are
entering into the Merger Agreement. Subject to the other terms and conditions
set forth herein, Grantor hereby grants to Grantee an irrevocable option (the
"Option") to purchase up to that number of shares of Common Stock (the "Shares")
representing 19.9% of the capital stock of Grantor entitled to vote generally
for the election of the directors of Grantor which is issued and outstanding
immediately prior to the exercise of the Option (as adjusted as provided herein)
at a per share cash purchase price equal to $9.75 per Share (as adjusted as
provided herein) (the "Purchase Price"). The Option may be exercised by Grantee,
in whole or in part, at any time, or from time to time, following the occurrence
of one of the events set forth in Section 2(c) hereof and prior to the
termination of the Option in accordance with the terms of this Agreement.
(b) In the event Grantee wishes to exercise the Option,
Grantee shall send a written notice to Grantor (the "Stock Exercise Notice")
specifying a date (subject to the
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HSR Act (as defined below)) not later than 10 business days and not earlier than
the next business day following the date such notice is given for the closing of
such purchase. In the event of any change in the number of issued and
outstanding shares of Common Stock by reason of any stock dividend, stock split,
split-up, reclassification, recapitalization, merger or other change in the
corporate or capital structure of Grantor, the number of Shares subject to this
Option and the purchase price per Share shall be appropriately adjusted to
restore Grantee to its rights hereunder, including its right to purchase Shares
representing 19.9% of the capital stock of Grantor entitled to vote generally
for the election of the directors of Grantor which is issued and outstanding
immediately prior to the exercise of the Option at an aggregate purchase price
equal to the Purchase Price multiplied by 1,046,604. In the event that any
additional shares of Common Stock are issued after the date of this Agreement
(other than pursuant to an event described in the preceding sentence), the
number of Shares subject to this Option shall be increased by 19.9% of the
number of the additional shares of Common Stock so issued (and such additional
Shares shall have a purchase price per share equal to the Purchase Price). If
Grantee elects to exercise the Option for a portion, but not all, of the Shares,
the Option shall remain exercisable with respect to the remaining Shares subject
to the Option.
(c) If at any time the Option is then exercisable pursuant
to the terms of Section 1(a) hereof, Grantee may elect, in lieu of exercising
the Option to purchase Shares provided in Section 1(a) hereof, to send a written
notice to Grantor (the "Cash Exercise Notice") specifying a date not later than
20 business days and not earlier than 10 business days following the date such
notice is given on which date Grantor shall pay to Grantee an amount in cash
equal to the Spread (as hereinafter defined) multiplied by all or such portion
of the Shares subject to the Option as Grantee shall specify. As used herein
"Spread" shall mean the excess, if any, over the Purchase Price of the higher of
(x) if applicable, the highest price per share of Common Stock (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by any
person in an Alternative Transaction (as defined in clause (i), (ii) or (iii) of
Section 7.3(e) of the Merger Agreement) (the "Alternative Purchase Price") or
(y) the closing sales price of the shares of Common Stock on the NASDAQ SmallCap
Market (or such other market or exchange on which the Shares of Grantor are then
traded) on the last trading day immediately prior to the date of the Cash
Exercise Notice (the "Closing Price"). If the Alternative Purchase Price
includes any property other than cash, the Alternative Purchase Price shall be
the sum of (i) the fixed cash amount, if any, included in the Alternative
Purchase Price plus (ii) the fair market value of such other property. If such
other property consists of securities with an existing public trading market,
the average of the closing sales prices (or the average of the closing bid and
asked prices if closing sales prices are unavailable) for such securities in
their principal public trading market on the five trading days ending five days
prior to the date of the Cash Exercise Notice shall be deemed to equal the fair
market value of such property. If such other property consists of something
other than cash or securities with an existing public trading market and, as of
the payment date for the Spread, agreement on the value of such other property
has not been reached, the Alternative Purchase Price shall be deemed to equal
the Closing Price. Upon exercise of Grantee's right to receive cash pursuant to
this Section 1(c) and the payment of such cash to Grantee, the obligations of
Grantor to deliver Shares pursuant to Section 3 shall be terminated with respect
to such number of Shares for which Grantee shall have elected to be paid the
Spread.
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If Grantee elects to be paid the Spread for a portion, but not all, of the
Shares, the Option shall remain exercisable with respect to the remaining Shares
subject to the Option.
2. Conditions to Delivery of Shares. Grantor's obligation to
deliver Shares upon exercise of the Option is subject only to the conditions
that:
(a) No preliminary or permanent injunction or other order
issued by any federal or state court of competent jurisdiction in the United
States prohibiting the delivery of the Shares shall be in effect; and
(b) Any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") shall have
expired or been terminated and all other consents, approvals, orders,
notifications or authorizations, the failure of which to obtain or make would
have the effect of making the issuance of the Shares illegal (collectively, the
"Regulatory Approvals") shall have been obtained or made; and
(c) (i) a proposal for an Alternative Transaction (as
defined in the Merger Agreement) involving Grantor shall have been publicly
announced prior to the time the Merger Agreement is terminated pursuant to the
terms thereof (the "Merger Termination Date") and one or more of the following
events shall have occurred on or after the time of the making of such proposal:
(A) the requisite vote of the stockholders of Grantor in favor of adoption and
approval of the Merger Agreement shall not have been obtained at the Cross
Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or
postponement thereof; (B) the Board of Directors of Grantor shall have withdrawn
or modified its recommendation of the Merger Agreement or the Merger or failed
to confirm its recommendation of the Merger Agreement or the Merger to the
stockholders of Grantor within ten business days after a written request by
Grantee to do so; (C) the Board of Directors of Grantor shall have recommended
to the stockholders of Grantor an Alternative Transaction (as defined in the
Merger Agreement); (D) a tender offer or exchange offer for 20% or more of the
outstanding shares of Grantor Common Stock shall have been commenced (other than
by Grantee or an affiliate of Grantee) and the Board of Directors of Grantor
shall have recommended that the stockholders of Grantor tender their shares in
such tender or exchange offer; or (E) for any reason Grantor shall have failed
to call and hold the Cross Stockholders' Meeting (as defined in the Merger
Agreement) by the Outside Date (as defined in the Merger Agreement); provided,
however, that the Option may not be exercised if Grantee is in material breach
of any of its material representations, warranties, covenants or agreements
contained in this Agreement or in the Merger Agreement; or (ii) the Merger
Agreement shall have been terminated by Grantor pursuant to Section 7.1(g) of
the Merger Agreement.
3. The Closing.
(a) Any closing hereunder shall take place on the date
specified by Grantee in its Stock Exercise Notice or Cash Exercise Notice, as
the case may be, at 8:00 A.M., local time, at the offices of Latham & Watkins,
650 Town Center Drive, 20th Floor, Costa Mesa, California 92626-1925, or, if the
conditions set forth in Section 2(a) or 2(b) have not then been
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satisfied, on the second business day following the satisfaction of such
conditions, or at such other time and place as the parties hereto may agree (the
"Closing Date"). On the Closing Date, (i) in the event of a closing pursuant to
Section 1(b) hereof, Grantor will deliver to Grantee a certificate or
certificates, duly endorsed (or accompanied by duly executed stock powers),
representing the Shares in the denominations designated by Grantee in its Stock
Exercise Notice and Grantee will purchase such Shares from Grantor at the price
per Share equal to the Purchase Price or (ii) in the event of a closing pursuant
to Section 1(c) hereof, Grantor will deliver to Grantee cash in an amount
determined pursuant to Section 1(c) hereof. Any payment made by Grantee to
Grantor, or by Grantor to Grantee, pursuant to this Agreement shall be made by
certified or official bank check or by wire transfer of federal funds to a bank
designated by the party receiving such funds.
(b) The certificates representing the Shares may bear an
appropriate legend relating to the fact that such Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities Act").
4. Representations And Warranties of Grantor. Grantor
represents and warrants to Grantee that (a) Grantor is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the requisite corporate power and authority to enter into and
perform this Agreement; (b) the execution and delivery of this Agreement by
Grantor and the consummation by it of the transactions contemplated hereby have
been duly authorized by the Board of Directors of Grantor and this Agreement has
been duly executed and delivered by a duly authorized officer of Grantor and
constitutes a valid and binding obligation of Grantor, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles; (c) Grantor has
taken all necessary corporate action to authorize and reserve the Shares
issuable upon exercise of the Option and the Shares, when issued and delivered
by Grantor upon exercise of the Option, will be duly authorized, validly issued,
fully paid and non-assessable and free of preemptive rights; (d) except as
otherwise required by the HSR Act and other than any filings required under the
blue sky laws of any states or by the National Association of Securities
Dealers, Inc., the execution and delivery of this Agreement by Grantor and the
issuance of Shares upon exercise of the Option do not require the consent,
waiver, approval or authorization of or any filing with any person or public
authority and will not violate, result in a breach of or the acceleration of any
obligation under, or constitute a default under, any provision of any charter or
by-law, indenture, mortgage, lien, lease, agreement, contract, instrument,
order, law, rule, regulation, judgment, ordinance, or decree, or restriction by
which Grantor or any of its subsidiaries or any of their respective properties
or assets is bound; and (e) no "fair price", "moratorium", "control share
acquisition" or other form of antitakeover statute or regulation (including,
without limitation, the restrictions on "business combinations" set forth in
Section 203 of the Delaware General Corporation Law) is or shall be applicable
to the acquisition of Shares pursuant to this Agreement (and the Board of
Directors of Grantor has taken all action to approve the acquisition of the
Shares to the extent necessary to avoid such application).
5. Representations and Warranties of Grantee. Grantee
represents and warrants to Grantor that (a) the execution and delivery of this
Agreement by Grantee and the
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consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Grantee and this
Agreement has been duly executed and delivered by a duly authorized officer of
Grantee and will constitute a valid and binding obligation of Grantee; and (b)
Grantee is acquiring the Option after Grantee has been afforded the opportunity
to obtain, and has obtained, sufficient information regarding Grantor to make an
informed investment decision with respect to Grantee's purchase of the Shares
issuable upon the exercise thereof, and, if and when Grantee exercises the
Option, it will be acquiring the Shares issuable upon the exercise thereof for
its own account and not with a view to distribution or resale in any manner
which would be in violation of the Securities Act.
6. Listing of Shares; HSR Act Filings; Regulatory Approvals.
Subject to applicable law and the rules and regulations of the NASDAQ SmallCap
Market, Grantor will promptly file an application to list the Shares on the
NASDAQ SmallCap Market (or such other market or exchange on which the Shares of
Grantor are then traded) and will use its best efforts to obtain approval of
such listing and to file all necessary filings by Grantor under the HSR Act;
provided, however, that if Grantor is unable to effect such listing on the
NASDAQ SmallCap Market (or such other market or exchange on which the Shares of
Grantor are then traded) by the Closing Date, Grantor will nevertheless be
obligated to deliver the Shares upon the Closing Date. Each of the parties
hereto will use its best efforts to obtain consents of all third parties and all
Regulatory Approvals, if any, necessary to the consummation of the transactions
contemplated.
7. Repurchase of Shares; Sale of Shares. If a Change in
Control Event has not occurred prior to the first anniversary date of the Merger
Termination Date, then beginning on such anniversary date, Grantor shall have
the right to purchase (the "Repurchase Right") all, but not less than all, of
the Shares then beneficially owned by Grantee or any of its affiliates at a
price per share equal to the greater of (i) the Purchase Price, or (ii) the
average of the closing sales prices for shares of Common Stock on the twenty
trading days ending five days prior to the date Grantor gives written notice of
its intention to exercise the Repurchase Right. If Grantor does not exercise the
Repurchase Right within thirty days following the first anniversary of the
Merger Termination Date, the Repurchase Right terminates. In the event Grantor
wishes to exercise the Repurchase Right, Grantor shall send a written notice to
Grantee specifying a date (not later than 10 business days and not earlier than
the next business day following the date such notice is given) for the closing
of such purchase. For purposes of the Agreement, a "Change in Control Event"
shall be deemed to have occurred if (i) any person or group has a acquired
beneficial ownership of more than fifty percent (excluding the Shares) of the
outstanding shares of Common Stock of Grantor or (ii) Grantor shall have entered
into an agreement, including without limitation an agreement in principle,
providing for (x) a merger or other business combination involving Grantor in
which Grantor's stockholders do not own a majority of the outstanding capital
stock of the entity surviving such merger or business combination immediately
following such transaction or (y) the acquisition of 20% or more of the assets
of Grantor and its subsidiaries, taken as a whole.
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8. Registration Rights.
(a) In the event that Grantee shall desire to sell any of
the Shares within two years after the purchase of such Shares pursuant hereto,
and such sale requires, in the opinion of counsel to Grantee, which opinion
shall be reasonably satisfactory to Grantor and its counsel, registration of
such Shares under the Securities Act, Grantor will cooperate with Grantee and
any underwriters in registering such Shares for resale, including, without
limitation, promptly filing a registration statement which complies with the
requirements of applicable federal and state securities laws, entering into an
underwriting agreement with such underwriters upon such terms and conditions as
are customarily contained in underwriting agreements with respect to secondary
distributions; provided that Grantor shall not be required to have declared
effective more than two registration statements hereunder and shall be entitled
to delay the filing or effectiveness of any registration statement for up to 120
days if the offering would, in the judgment of the Board of Directors of
Grantor, require premature disclosure of any material corporate development or
otherwise interfere with or adversely affect any pending or proposed offering of
securities of Grantor or any other material transaction involving Grantor.
(b) If the Common Stock is registered pursuant to the
provisions of this Section 8, Grantor agrees (i) to furnish copies of the
registration statement and the prospectus relating to the Shares covered thereby
in such numbers as Grantee may from time to time reasonably request and (ii) if
any event shall occur as a result of which it becomes necessary to amend or
supplement any registration statement or prospectus, to prepare and file under
the applicable securities laws such amendments and supplements as may be
necessary to keep effective for at least 90 days a prospectus covering the
Common Stock meeting the requirements of such securities laws, and to furnish
Grantee such numbers of copies of the registration statement and prospectus as
amended or supplemented as may reasonably be requested. Grantor shall bear the
cost of the registration, including, but not limited to, all registration and
filing fees, printing expenses, and fees and disbursements of counsel and
accountants for Grantor, except that Grantee shall pay the fees and
disbursements of its counsel, the underwriting fees and selling commissions
applicable to the shares of Common Stock sold by Grantee. Grantor shall
indemnify and hold harmless Grantee, its affiliates and its officers, directors
and controlling persons from and against any and all losses, claims, damages,
liabilities and expenses arising out of or based upon any statements contained
or incorporated by reference in, and omissions or alleged omissions from, each
registration statement filed pursuant to this paragraph; provided, however, that
this provision does not apply to any loss, liability, claim, damage or expense
to the extent it arises out of any untrue statement or omission made in
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reliance upon and in conformity with written information furnished to Grantor by
Grantee, its affiliates and its officers expressly for use in any registration
statement (or any amendment thereto) or any preliminary prospectus filed
pursuant to this paragraph. Grantor shall also indemnify and hold harmless each
underwriter and each person who controls any underwriter within the meaning of
either the Securities Act or the Securities Exchange Act of 1934, as amended,
against any and all losses, claims, damages, liabilities and expenses arising
out of or based upon any statements contained or incorporated by reference in,
and omissions or alleged omissions from, each registration statement filed
pursuant to this paragraph; provided, however, that this provision does not
apply to any loss, liability, claim, damage or expense to the extent it arises
out of any untrue statement or omission made in reliance upon and in conformity
with written information furnished to Grantor by the underwriters expressly for
use in any registration statement (or any amendment thereto) or any preliminary
prospectus filed pursuant to this paragraph.
9. Profit Limitation.
(a) Notwithstanding any other provision of this Agreement,
in no event shall Grantee's Total Profit (as hereinafter defined) exceed $2.0
million and, if it does exceed such amount, Grantee, at its sole election,
shall, within five business days, either (a) deliver to Grantor for cancellation
Shares (valued, for the purposes of this Section 9(a), at the average closing
sales price of the Common Stock on the NASDAQ SmallCap Market for the twenty
consecutive trading days preceding the day on which Grantee's Total Profit
exceeds $2.0 million) previously purchased by Grantee, (b) pay cash or other
consideration to Grantor or (c) undertake any combination thereof, so that
Grantee's Total Profit shall not exceed $2.0 million after taking into account
the foregoing actions.
(b) As used herein, the term "Total Profit" shall mean the
aggregate amount (before taxes) of the following: (i) the amount of cash
received by Grantee pursuant to Section 7.3(c) of the Merger Agreement and
Section 1(c) hereof, (ii)(x) the net cash amount received by Grantee pursuant to
Grantor's repurchase of Shares pursuant to Section 7 hereof, less (y) Grantee's
purchase price for such Shares, and (iii)(x) the amount received by Grantee
pursuant to the sale of Shares (or any other securities into which such Shares
are converted or exchanged), less (y) Grantee's purchase price for such Shares.
10. Expenses. Each party hereto shall pay its own expenses
incurred in connection with this Agreement, except as otherwise specifically
provided herein.
11. Specific Performance. Grantor acknowledges that if Grantor
fails to perform any of its obligations under this Agreement immediate and
irreparable harm or injury would be caused to Grantee for which money damages
would not be an adequate remedy. In such event, Grantor agrees that Grantee
shall have the right, in addition to any other rights it may have, to specific
performance of this Agreement. Accordingly, if Grantee should institute an
action or proceeding seeking specific enforcement of the provisions hereof,
Grantor hereby waives the claim or defense that Grantee has an adequate remedy
at law and hereby agrees not to assert in any such action or proceeding the
claim or defense that such a remedy at law exists. Grantor further agrees to
waive any requirements for the securing or posting of any bond in connection
with obtaining any such equitable relief.
12. Notice. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given and made if in
writing and if served by personal delivery upon the party for whom it is
intended or delivered by registered or certified mail, return receipt requested,
or if sent by facsimile transmission, upon receipt of oral confirmation that
such transmission has been received, to the person at the address set forth
below, or such other address as may be designated in writing hereafter, in the
same manner, by such person:
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If to Grantee:
Interpore International
181 Technology Drive
Irvine, California 92718
Attn: David C. Mercer
Telecopy: (714) 453-1884
With a copy to:
Latham & Watkins
650 Town Center Drive
20th Floor
Costa Mesa, CA 92626-1925
Attn: Charles K. Ruck, Esq.
Telecopy: (714) 755-8290
If to Grantor:
Cross Medical Products, Inc.
5160 Blazer Memorial Parkway
Suite A
Dublin, Ohio 43017
Attn: Joseph A. Mussey
Telecopy: (614) 718-0528
With a copy to:
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
Attn: Curtis A. Loveland, Esq.
Telecopy: (614) 227-2000
13. Parties in Interest. This Agreement shall inure to the
benefit of and be binding upon the parties named herein and their respective
permitted successors and assigns; provided, however, that such successor in
interest or assigns shall agree to be bound by the provisions of this Agreement.
Nothing in this Agreement, express or implied, is intended to confer upon any
person other than Grantor or Grantee, or their successors or assigns, any rights
or remedies under or by reason of this Agreement.
14. Entire Agreement; Amendments. This Agreement, together
with the Merger Agreement and the other documents referred to therein, contains
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified orally, but may be
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changed only by an agreement in writing signed by the party against whom any
waiver, change, amendment, modification or discharge may be sought.
15. Assignment. No party to this Agreement may assign any of
its rights or obligations under this Agreement without the prior written consent
of the other party hereto, except that Grantee may assign its rights and
obligations hereunder to any of its direct or indirect wholly owned
subsidiaries, but no such transfer shall relieve Grantee of its obligations
hereunder if such transferee does not perform such obligations. Any assignment
made in violation of this Section 15 shall be void.
16. Headings; Definitions. The section headings herein are for
convenience only and shall not affect the construction of this Agreement.
Defined terms used but not defined herein have the meanings set forth in the
Merger Agreement
17. Counterparts. This Agreement may be executed in any number
of counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.
18. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (regardless of
the laws that might otherwise govern under applicable Delaware principles of
conflicts of law).
19. Termination. The right to exercise the Option granted
pursuant to this Agreement shall terminate at the earlier of (i) the Effective
Time (as defined in the Merger Agreement), (ii) the date on which Grantee
realizes a Total Profit of $2.0 million, (iii) the date on which the Merger
Agreement is terminated; provided the Option is not exercisable at such time and
does not become exercisable simultaneous with such termination and (iv) 90 days
after the date the Option becomes exercisable (the date referred to in clause
(iv) being hereinafter referred to as the "Option Termination Date"); provided
that, if the Option cannot be exercised or the Shares cannot be delivered to
Grantee upon such exercise because the conditions set forth in Section 2(a) or
Section 2(b) hereof have not yet been satisfied, the Option Termination Date
shall be extended until thirty days after such impediment to exercise has been
removed.
All representations and warranties contained in this Agreement
shall survive delivery of and payment for the Shares.
20. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
21. Public Announcement. Grantee will consult with Grantor and
Grantor will consult with Grantee before issuing any press release with respect
to the initial announcement of this Agreement, the Option or the transactions
contemplated hereby and neither party shall issue any such press release prior
to such consultation except as may be required by law.
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IN WITNESS WHEREOF, Grantee and Grantor have caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
INTERPORE INTERNATIONAL, a California
corporation
By: /S/ DAVID C. MERCER
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Name: David C. Mercer
Title: President and Chief Executive Officer
CROSS MEDICAL PRODUCTS, INC., a Delaware
corporation
By: /S/ JOSEPH A. MUSSEY
------------------------------------------
Name: Joseph A. Mussey
Title: President and Chief Executive Officer