Exhibit 10.24
2008 AMENDED AND
RESTATED
EMPLOYMENT
AGREEMENT
This 2008 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (“ Agreement ”) is made and
entered into effective as of the 13th day of November, 2008, (the
“ Effective Date ”), by and among BB&T
CORPORATION , a North Carolina corporation (“
BB&T ”), BRANCH BANKING AND TRUST COMPANY ,
a North Carolina chartered commercial bank (“ BBTC
”), and BARBARA F. DUCK , an individual (“
Executive ”). BB&T and BBTC are collectively
referred to as the “ Employer ”.
RECITALS
WHEREAS , Employer and their Affiliates are engaged in
the banking and financial services business; and
WHEREAS , Executive is experienced in, and knowledgeable
concerning, the material aspects of such business; and
WHEREAS , Executive is presently employed as a Senior
Executive Vice President of BB&T and BBTC pursuant to the terms
of an employment agreement dated as of November 10, 2003,
effective as of December 1, 2003 (the “ Predecessor
Agreement ”); and
WHEREAS , Employer and Executive desire to amend the
Predecessor Agreement to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended,
and the final regulations issued thereunder; and
WHEREAS , Employer and Executive also desire to amend
the Predecessor Agreement to comply with the executive compensation
requirements of the United States Department of the
Treasury’s (“ Treasury ”) Capital Purchase
Program (“ CPP ”) under Treasury’s
Troubled Assets Relief Program (“ TARP ”)
established by Treasury pursuant to the Emergency Economic
Stabilization Act of 2008 as implemented by guidance and/or
regulations issued by Treasury (“ EESA ”) in
anticipation of Employer entering into a securities purchase
agreement with Treasury; and
WHEREAS, BB&T, BBTC and Executive have determined
that it is in their respective best interest to enter into this
Agreement on the terms and conditions as set forth
herein.
NOW, THEREFORE,
in consideration of the premises and
the mutual covenants and promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT
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1.
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EMPLOYMENT TERMS AND DUTIES
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1.1 E MPLOYMENT . Employer hereby employs Executive, and Executive
hereby accepts employment by Employer commencing on the Effective
Date, upon the terms and
conditions set forth in this Agreement.
Executive agrees to serve as (i) an employee of Employer and
as an employee of one or more of Employer’s Affiliates;
(ii) on such committees and task forces of the Employer
(including, without limitation, BB&T’s Executive
Management Team), as Executive may be appointed from time to time;
and (iii) as a member of the Board of Directors of BB&T
and/or BBTC as Executive may be appointed from time to time.
Notwithstanding the foregoing, in no event shall the failure to
appoint or reappoint Executive to any committee or task force or
Board of Directors be considered or treated either as a breach of
this Agreement by the Employer or as a termination of
Executive’s employment.
1.2 D UTIES . Executive shall serve as a Senior Executive Vice
President of BB&T and BBTC, and shall report to a designated
Senior Executive Vice President (currently Charles Leon Wilson,
III) of Employer. Executive shall have the authority, and perform
the duties customarily associated with Executive’s title
together with such additional duties of an executive nature as may
from time to time be reasonably assigned by the designated Senior
Executive President of Employer or Employer’s Boards of
Directors. Executive shall devote all of Executive’s business
time, attention, knowledge and skills solely to the business and
interests of Employer and their Affiliates and shall not be
otherwise employed. Executive shall at all times comply with and be
subject to such policies and procedures as Employer may establish
from time to time including, without limitation, conflict of
interest policies. Employer and their Affiliates shall be entitled
to all of the benefits, profits and other emoluments arising from
or incident to all work, services and advice of Executive, and
Executive shall not, during the Term, become interested, directly
or indirectly, in any manner, as a partner, officer, director,
stockholder, advisor, employee or in any other capacity in any
other business similar to the business of Employer and their
Affiliates. Nothing contained herein shall be deemed, however, to
prevent or limit the right of Executive to invest in a business
similar to the business of Employer and their Affiliates if such
investment is limited to less than one (1) percent of the
capital stock or other securities of any corporation or similar
organization whose stock or securities are publicly owned or are
regularly traded on any public exchange.
1.3 T ERM . Subject to the provisions of Section 1.6
below, unless extended or shortened as provided in this Agreement,
the term of employment of Executive under this Agreement shall
commence on the Effective Date, and shall continue until the
expiration of a period of thirty-six (36) consecutive months
immediately following the Effective Date (the “ Term
”). As of the first day of each calendar month commencing
December 1, 2008, this Agreement and Executive’s
employment hereunder, shall be automatically extended (without any
further action of or by Employer or Executive) for an additional
successive calendar month; provided, however, that on any one month
anniversary date, either Employer or Executive may serve notice to
the other parties to fix the Term to a definite thirty-six
(36) month period from the date of such notice and no further
automatic extensions shall occur. Notwithstanding the foregoing,
the Term shall not be extended beyond the first day of the calendar
month next following the date on which Executive attains age
sixty-five (65). The Term as it may be extended pursuant to this
Section 1.3, or, as it may be shortened in accordance with
Section 1.6, is hereinafter referred to as the “
Term ”.
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1.4 C OMPENSATION AND B ENEFITS .
1.4.1 Base
Salary. In
consideration of all of (i) the services rendered to Employer
and Employer’s Affiliates hereunder by Executive, and
(ii) Executive’s covenants hereunder, Employer shall,
during the Term, pay Executive a salary at the annual rate of Three
Hundred Thirty-Six Thousand Three Hundred Seventy-Five Dollars
($336,375) (the “ Base Salary ”), payable in
equal cash installments in accordance with Employer’s regular
payroll practices, but no less frequently than monthly. The
$336,375 annual Base Salary may be increased, but not decreased
without the written consent of Executive, from time to time in the
sole discretion of Employer and any such increased “Base
Salary” shall thereafter constitute “Base Salary”
for purposes of this Agreement, and may not thereafter be reduced
without the written consent of Executive.
1.4.2 Incentive
Compensation. During
the Term, Executive shall, subject to the provisions of
Section 4, continue to participate in any bonus or incentive
plans of Employer, whether any such plan provides for awards in
cash or securities, made available to other executives of Employer
similarly situated to Executive, as such plan or plans may be
modified from time to time, or such other similar plans for which
Executive may become eligible and designated a
participant.
1.4.3 Employee
Benefits. Executive
shall, subject to the provisions of Section 4, be eligible to
participate in such employee benefits plans and programs of
Employer (such as retirement, sick leave, vacation, group
disability, health, life, and accident insurance) as may be in
effect from time to time (and subject to the terms thereof) during
the Term as are afforded to other similarly situated executives of
BB&T.
If, during the Term, Executive
becomes eligible for benefits under the Pension Plan and retires,
Executive shall be eligible to participate in the same retiree
health care program provided to other retiring employees of
BB&T who are also retiring at the same time. During the
Compensation Continuance Period, Executive shall be deemed to be an
“active employee” of Employer for purposes of
participating in BB&T’s health care plan and for purposes
of satisfying any age and service requirements under
BB&T’s retiree health care program. Thus, if
Executive has not satisfied either the age or service requirement
(or both) under BB&T’s retiree health care program at the
time payment of Executive’s Termination Compensation begins,
but satisfies the age or service requirement (or both) at the time
such Termination Compensation payments end, Executive shall be
deemed to have satisfied the age or service requirement (or both)
for purposes of BB&T’s retiree health care program as of
the date Executive’s Termination Compensation payments end.
For purposes of satisfying any service requirement under
BB&T’s retiree health care program, Executive shall be
credited with one year of service for each Computation Period which
begins and ends during the Compensation Continuance
Period.
1.5 B USINESS E XPENSES . Employer shall, upon receipt from Executive of
supporting receipts to the extent required by applicable income tax
regulations and Employer’s reimbursement policies, reimburse
Executive for all out-of-pocket business expenses reasonably
incurred by Executive in connection with Executive’s
employment hereunder.
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1.6 T ERMINATION . Executive’s employment and this Agreement
(except as otherwise provided hereunder) shall terminate upon a
date (the “ Termination Date ”) that is the
earlier of (i) the expiration (as provided in
Section 1.3) of the Term, or (ii) the occurrence
of any of the following at the time set forth therefor:
1.6.1 Death
. Executive’s employment and
this Agreement shall automatically terminate upon Executive’s
death.
1.6.2
Retirement .
Executive’s employment shall terminate automatically upon
Executive’s Retirement.
1.6.3
Disability. Immediately upon the reasonable determination by
Employer that Executive shall have been unable to substantially
perform the essential functions of Executive’s duties by
reason of a physical or mental disability, with or without
reasonable accommodation, for a period of twelve
(12) consecutive months (“ Disability ”);
provided that prior to any such termination for Disability, the
Boards of Directors of Employer shall have given Executive at least
thirty (30) days’ advance written notice of
Employer’s intent to terminate Executive due to Disability,
and Executive shall not have returned to full-time employment by
the thirtieth (30th) day after such notice (termination
pursuant to this Section 1.6.3 being referred to herein as
termination for Disability).
1.6.4 Voluntary
Termination .
Immediately upon the date specified in Executive’s written
notice to Employer’s Boards of Directors of Executive’s
voluntary termination of employment; provided, however, that
Employer may accelerate the effective date of such termination (and
the Termination Date) (termination pursuant to this
Section 1.6.4 being referred to herein as “ Voluntary
Termination ”).
1.6.5 Termination for Just
Cause . Immediately
following notice of termination for “Just Cause” (as
defined below), specifying such Just Cause, given by
Employer’s Boards of Directors (termination pursuant to this
Section 1.6.5 being referred to herein as termination for
“Just Cause”). “ Just Cause ” shall
mean and be limited to any one or more of the following:
Executive’s personal dishonesty; gross incompetence; willful
misconduct; breach of a fiduciary duty involving personal profit;
intentional failure to perform stated duties; willful violation of
any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order; conviction of a
felony or of a misdemeanor involving moral turpitude; unethical
business practices in connection with Employer’s business;
misappropriation of Employer’s or their Affiliates’
assets (determined on a reasonable basis) or material breach of any
other provision of this Agreement; provided, that Executive has
received written notice from Employer of such material breach and
such breach remains uncured for a period of thirty (30) days
after the delivery of such notice. For purposes of this
provision, no act or failure to act, on the part of Executive,
shall be considered “willful” unless it is done, or
omitted to be done, by Executive in bad faith or without a
reasonable belief that Executive’s action or omission was in
the best interests of Employer.
1.6.6 Termination Without Just
Cause . Immediately
upon the date specified in a written notice of termination without
Just Cause from Employer’s Boards of Directors to Executive
(termination pursuant to this Section 1.6.6 being referred to
herein as termination “ Without Just Cause
”).
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1.6.7 Good Reason
Termination . Subject
to the following, thirty (30) days following the written
notice by Executive to Employer’s Boards of Directors
described in this Section 1.6.7; provided, however ,
that during any such thirty (30) day period, Employer may
suspend, with no reduction in pay or benefits, Executive from
Executive’s duties as set forth herein (including, without
limitation, Executive’s position as a representative and
agent of Employer and Employer’s Affiliates) (termination
pursuant to this Section 1.6.7 being referred to herein as
“ Good Reason Termination ”). For purposes of
this Section 1.6.7, a Good Reason Termination shall occur when
Executive provides written notice to Employer’s Boards of
Directors of termination for “ Good Reason ”,
which, as used herein, shall mean the occurrence of any of the
following events without Executive’s express written
consent:
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(i)
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the assignment
to Executive of duties inconsistent with the position and status of
a Senior Executive Vice President of Employer; or
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(ii)
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a reduction by
Employer in Executive’s annual Base Salary as then in effect;
or
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(iii)
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the exclusion
of Executive from participation in Employer’s employee
benefit plans (in which Executive meets the participation
eligibility requirements) in effect as of, or adopted or
implemented on or after, the Effective Date, as the same may be
improved or enhanced from time to time during the Term;
or
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(iv)
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any purported
termination of the employment of Executive by Employer which is not
effected in accordance with this Agreement;
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provided, however,
that an event shall not constitute
Good Reason unless , within ninety (90) days of the
initial existence of an event, Executive gives Employer at least
thirty (30) days’ prior written notice of such event
setting forth a description of the circumstances constituting Good
Reason and Employer fails to cure such within the thirty- (30-) day
period following Employer’s receipt of such written
notice.
1.6.8 No Other
Remedies .
Termination pursuant to this Agreement shall be in limitation of
and with prejudice to any other right or remedy to which Executive
may otherwise be entitled at law or in equity against Employer, its
affiliates, and its agents, shareholders, employees, officers and
directors.
1.6.9 Notice of
Termination. A
termination of Executive’s employment by Employer or
Executive for any reason other than death shall be communicated by
a written notice to the other parties, which written notice shall
specify the effective date of termination.
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1.7 T ERMINATION C OMPENSATION AND P OST -T ERMINATION B ENEFITS .
1.7.1 Expiration of Term,
Retirement, Voluntary Termination, Termination for Just Cause, or
Termination for Death . In the case of termination of
Executive’s employment hereunder due to the expiration of the
Term in accordance with Section 1.6(i) above, or
Executive’s death in accordance with Section 1.6.1
above, or Executive’s Retirement in accordance with
Section 1.6.2 above, or Executive’s Voluntary
Termination of employment hereunder in accordance with
Section 1.6.4 above, or a termination of Executive’s
employment hereunder for Just Cause in accordance with
Section 1.6.5 above, (i) Executive shall not be entitled
to receive payment of, and Employer shall have no obligation to
pay, any severance or similar compensation attributable to such
termination (including, without limitation, Termination
Compensation), other than Base Salary earned but unpaid; any
bonuses and incentive compensation for the preceding year that was
previously earned by Executive but unpaid on the Termination Date;
accrued but unused vacation to the extent allowed by
BB&T’s vacation pay policy; vested benefits under any
Employer sponsored employee benefit plan; and any unreimbursed
business expenses pursuant to Section 1.5 hereof incurred by
Executive as of the Termination Date; (ii) Employer’s
other obligations under this Agreement shall immediately cease; and
(iii) except for termination as a result of Executive’s
death, Executive agrees to comply with Executive’s
Section 2 covenants (including, without limitation, compliance
with the noncompetition and nonsolicitation covenants of
Section 2) for a one (1) year period following
Executive’s Termination Date.
1.7.2 Termination for
Disability . In the
case of a termination of Executive’s employment hereunder for
Disability in accordance with Section 1.6.3 above, during the
first twelve (12) consecutive months of the period of
Executive’s Disability, Executive shall continue to earn all
compensation (including bonuses and incentive compensation) to
which Executive would have been entitled if Executive had not been
disabled, such compensation to be paid at the time, in the amount,
and in the manner provided in Section 1.4, inclusive of any
compensation received pursuant to any applicable disability
insurance plan of Employer. Thereafter, Executive shall receive
only compensation to which Executive is entitled under any
applicable disability insurance plan of Employer; and Executive
shall have no right to receive any other compensation (such as
Termination Compensation) or other benefits upon or after
Executive’s Termination Date. In the event a dispute arises
between Executive and Employer concerning Executive’s
Disability or ability to continue or return to the performance of
his duties as aforesaid, Executive shall submit, at the expense of
Employer, to examination of a competent physician mutually
agreeable to the parties, and such physician’s opinion as to
Executive’s capability to so perform shall be final and
binding upon Employer and Executive.
1.7.3 Termination Without Just
Cause . In the case
of a termination of Executive’s employment hereunder Without
Just Cause in accordance with Section 1.6.6, Executive shall
be entitled to the following in lieu of any other compensation or
benefits (under Section 1.4 of this Agreement or otherwise)
from Employer:
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(i)
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Executive shall
receive Termination Compensation each month during the Compensation
Continuance Period, subject, however, to Executive’s
compliance with Executive’s Section 2 covenants
(including, without limitation, compliance with the noncompetition
and nonsolicitation covenants of Section 2) for a one
(1) year period following Executive’s Termination
Date.
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(ii)
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Employer shall
use their best efforts to accelerate vesting of any unvested
benefits of Executive under any employee stock-based or other
benefit plan or arrangement to the extent permitted by Code
Section 409A or other applicable law and the terms of such
plan or arrangement.
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(iii)
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Employer shall
make available to Executive, at Employer’s cost, outplacement
services by such entity or person as shall be designated by
Employer, with the cost to Employer of such outplacement services
not to exceed Twenty Thousand Dollars ($20,000).
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(iv)
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During the
Compensation Continuance Period, Executive shall either continue to
participate (treating Executive as an “active employee”
of Employer for this purpose) in the same group hospitalization
plan, health care plan, dental care plan, life or other insurance
or death benefit plan, and any other present or future similar
group employee benefit plan or program for which officers of
Employer generally are eligible, on the same terms as were in
effect prior to Executive’s Termination Date, or, to the
extent such participation is not permitted by any group plan
insurer, under comparable individual plans and coverage (to the
extent commercially available).
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The Termination Compensation and
other benefits provided for in this Section 1.7.3 shall be
paid by Employer in accordance with the standard payroll practices
and procedures in effect prior to Executive’s Termination
Date. If Executive breaches Executive’s obligations under
Section 1.7.3 or Section 2 of this Agreement, Executive
shall not be entitled to receive any further Termination
Compensation or benefits pursuant to this Section 1.7.3 from
and after the date of such breach.
1.7.4 Good Reason
Termination . A Good
Reason Termination under Section 1.6.7 shall entitle Executive
to the following in lieu of any other compensation or benefits
(under Section 1.4 of this Agreement or otherwise) from
Employer:
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(i)
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Executive shall
receive Termination Compensation each month during the Compensation
Continuance Period, subject, however, to Executive’s
compliance with his Section 2 covenants (including, without
limitation, compliance with the noncompetition and nonsolicitation
provisions of Section 2) for a one (1) year period
following Executive’s Termination Date.
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(ii)
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Employer shall use their best
efforts to accelerate vesting of any unvested benefits of Executive
under any employee stock-based or
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other benefit plan or arrangement
to the extent permitted by Code Section 409A or other
applicable law and the terms of such plan or
arrangement.
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(iii)
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Employer shall
make available to Executive, at Employer’s cost, outplacement
services by such entity or person as shall be designated by
Employer, with the cost to Employer of such outplacement services
not to exceed Twenty Thousand Dollars ($20,000).
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(iv)
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During the
Compensation Continuance Period, Executive shall either continue to
participate (treating Executive as an “active employee”
of Employer for this purpose) in the same group hospitalization
plan, health care plan, dental care plan, life or other insurance
or death benefit plan, and any other present or future similar
group employee benefit plan or program for which officers of
Employer generally are eligible, on the same terms as were in
effect prior to Executive’s Termination Date, or, to the
extent such participation is not permitted by any group plan
insurer, under comparable individual plans and coverage (to the
extent commercially available).
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The Termination Compensation and
other benefits provided for in this Section 1.7.4 shall be
paid by Employer in accordance with the standard payroll practices
and procedures in effect prior to Executive’s Termination
Date. If Executive breaches Executive’s obligations under
Section 1.7.4 or Section 2 of this Agreement, Executive
shall not be entitled to receive any further Termination
Compensation or benefits pursuant to this Section 1.7.4 from
and after the date of such breach.
1.7.5 Change of
Control. If the
employment of Executive is terminated for any reason other
than Just Cause or on account of Executive’s death,
regardless of whether Employer or Executive initiates such
termination, within twelve (12) months after a Change of
Control (or, if later, within ninety (90) days after a MOE
Revocation), Executive shall be entitled to the following
Termination Compensation and benefits in lieu of any other
compensation or benefits (under Section 1.4 of this Agreement
or otherwise) from Employer:
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(i)
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Executive shall
receive Termination Compensation each month during the Compensation
Continuance Period.
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(ii)
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Employer shall
use their best efforts to accelerate vesting of any unvested
benefits of Executive under any employee stock-based or other
benefit plan or arrangement to the extent permitted by Code
Section 409A or other applicable law and the term of such plan
or arrangement.
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(iii)
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Employer shall make available to
Executive, at Employer’s cost, outplacement services by such
entity or person as shall be
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designated by Employer, with the
cost to Employer of such outplacement services not to exceed Twenty
Thousand Dollars ($20,000).
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(iv)
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During the
Compensation Continuance Period, Executive shall either continue to
participate (treating Executive as an “active employee”
of Employer for this purpose) in the same group hospitalization
plan, health care plan, dental care plan, life or other insurance
or death benefit plan, and any other present or future similar
group employee benefit plan or program for which officers of
Employer generally are eligible on the same terms as were in effect
either (A) at his Termination Date, or (B) if such plans
and programs in effect prior to the Change of Control or prior to
the MOE Revocation were, considered together as a whole, materially
more generous to the officers of Employer, than at the date of the
Change of Control or at the date of the MOE Revocation, as the case
may be; or, to the extent such participation is not permitted by
any group plan insurer, under comparable individual plans and
coverage (to the extent commercially available).
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The Termination Compensation and
other benefits provided for in this Section 1.7.5 shall be
paid by Employer in accordance with the standard payroll practices
and procedures in effect prior to Executive’s Termination
Date, a Change of Control or MOE Revocation, as appropriate. If
Executive incurs a termination of employment pursuant to this
Section 1.7.5, Executive shall be subject to all of the
provisions of Section 2 other than the noncompetition and
nonsolicitation provisions thereof. If Executive breaches
Executive’s obligations under Section 2 of this
Agreement, exclusive of the noncompetition and nonsolicitation
provisions thereof, Executive shall not be entitled to receive any
further Termination Compensation or benefits pursuant to this
Section 1.7.5 from and after the date of such
breach.
Should the circumstances of the
termination of the employment of Executive result in application of
both Section 1.7.3 or Section 1.7.4 and this
Section 1.7.5, this Section 1.7.5 shall be deemed to
apply and control.
1.7.6 No Termination of
Continuing Obligations . Termination of Executive’s employment
relationship with Employer in accordance with the applicable
provisions of this Agreement does not terminate those obligations
imposed by this Agreement which are continuing obligations,
including, without limitation, Executive’s obligations under
Section 2; provided, however, that the noncompetition and
nonsolicitation provisions of Section 2.1 shall be
inapplicable upon Executive’s Termination Date if
Executive’s employment is terminated pursuant to
Section 1.7.5. Any provision of this Agreement which by its
terms obligates Employer to make payments subsequent to termination
of Executive’s Employment Term shall survive any such
termination.
1.7.7 SERP
. Executive is a participant in the
BB&T Corporation Non-Qualified Defined Benefit Plan (the
“ SERP ”). The SERP was formerly known as the
Branch Banking and Trust Company Supplemental Executive Retirement
Plan. The SERP is a non-qualified,
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unfunded supplemental retirement plan which
provides benefits to or on behalf of selected key management
employees. The benefits provided under the SERP supplement the
retirement and survivor benefits payable from the Pension Plan.
Except in the event the employment of Executive is terminated by
the Employer or BB&T for Just Cause and except in the event
Executive terminates Executive’s employment for any reason
other than Good Reason and such termination does not occur within
twelve (12) months after a Change of Control (or, if later,
within ninety (90) days after a MOE Revocation), the following
special provisions shall apply for purposes of this
Agreement:
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(i)
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The provisions
of the SERP shall be and hereby are incorporated in this Agreement.
The SERP, as applied to Executive, may not be terminated, modified
or amended without the express written consent of Executive. Thus,
any amendment or modification to the SERP or the termination of the
SERP shall be ineffective as to Executive unless Executive consents
in writing to such termination, modification or amendment. The
Supplemental Pension Benefit (as defined in the SERP) of Executive
shall not be adversely affected because of any modification,
amendment or termination of the SERP. In the event of any conflict
between the terms of this Section 1.7.7(i) and the SERP, the
provisions of this Section 1.7.7(i) shall prevail. Executive
hereby agrees and consents to Employer’s amendment of the
SERP to comply with Section 409A.
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2.
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ADDITIONAL COVENANTS OF EXECUTIVE
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2.1 N ONCOMPETITION . Executive acknowledges and agrees that the
duties and responsibilities to be performed by Executive under this
Agreement are of a special and unusual character which have a
unique value to Employer and their Affiliates, the loss of which
cannot be adequately compensated by damages in any action in law.
As a consequence of his unique position as Senior Executive Vice
President of Employer, Executive also acknowledges and agrees that
Executive will have broad access to Confidential Information, that
Confidential Information will in fact be developed by Executive in
the course of performing Executive’s duties and
responsibilities under this Agreement, and that the Confidential
Information furnishes a competitive advantage in many situations
and constitutes, separately and in the aggregate, valuable, special
and unique assets of Employer and their Affiliates. Executive
further acknowledges and agrees that the unique and proprietary
knowledge and information possessed by, or which will be disclosed
to, or developed by, Executive in the course of Executive’s
emplo
