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Exhibit
10.2
AMENDED AND
RESTATED EMPLOYMENT AGREEMENT
AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (the
“Agreement”) dated as of June 11, 2008 by and between
Superior Essex Inc. (the “Company”) and David S.
Aldridge (“Executive”).
WHEREAS, the
Company and Executive entered into that certain Employment
Agreement dated as of March 15, 2004, as amended and restated on
March 10, 2006 and on March 19, 2008 (the “Original
Agreement”);
WHEREAS, the
Company has, contemporaneous with the execution of this Agreement,
entered into an Agreement and Plan of Merger, dated as of June 11,
2008, among the Company and LS Cable, Inc. (“Parent”)
(such Agreement and Plan of Merger, the “Merger
Agreement”), pursuant to which an indirect wholly owned
Delaware Subsidiary will merge with an into the Company and the
Company will become a subsidiary of Parent; and
WHEREAS, the
Company and Executive desire to amend and restate the Original
Agreement as set forth herein, effective as of the Purchase Time
(as defined in the Merger Agreement);
THEREFORE, in
consideration of the premises and mutual covenants herein and for
other good and valuable consideration, the Company and Executive
amend and restate the Original Agreement as follows:
1. Effectiveness; Term
of Employment .
(a)
This Agreement shall only take effect subject to the occurrence of,
and upon, the Purchase Time under the Merger Agreement. Upon the
termination of the Merger Agreement prior to the occurrence of the
Purchase Time, this Agreement shall be null and void, and the
Original Agreement shall remain in effect in accordance with its
terms.
(b)
Subject to the provisions of Section 8 of this Agreement, Executive
shall be employed by the Company for a period commencing at the
Purchase Time (the date on which the Purchase Time occurs, the
“Commencement Date”) and ending on the second
anniversary of the Commencement Date (the “Employment
Term”) on the terms and subject to the conditions set forth
in this Agreement; provided
,
however
, that
the Employment Term shall be automatically extended for consecutive
additional one-year periods, unless the Company or Executive
provides the other party hereto not less than 90 days prior written
notice before each scheduled expiration of the Employment Term that
the Employment Term shall not be so extended. The occurrence of a
Change in Control (as defined herein) shall not affect the
Employment Term.
2. Position
.
(a) During the Employment Term, Executive shall
serve as an Executive Vice President and the
Chief Financial Officer (“CFO”) of the Company. In such
position, Executive
shall have such
duties and authority, consistent with such position with the
Company, as shall be determined from time to time by the Board of
Directors of the Company (the “Board”), or the Chief
Executive Officer of the Company (the “CEO”), and
Parent. Executive shall report directly to the CEO.
(b)
During the Employment Term, Executive will devote Executive’s
full business time and best efforts to the performance of
Executive’s duties hereunder and will not engage in any other
business, profession or occupation for compensation or otherwise
which would conflict or interfere, in any significant respect, with
the rendition of such services either directly or indirectly,
without the prior written consent of the Board. Notwithstanding the
foregoing, Executive may, without the prior approval of the Board,
(i) make and manage personal business investments of
Executive’s choice, subject to the prior written consent of
the Board if any such investment is beyond mere buying and selling
in the ordinary course (and, in so doing, may serve as an officer,
director, agent or employee of entities and business enterprises
that are related to such personal investments) and (ii) serve in
any capacity with any civic, educational or charitable organization
or any governmental entity or trade association;
provided
that in
each case, and in the aggregate, such activities do not conflict or
interfere, in any significant respect, with the performance of
Executive’s duties hereunder or conflict with Section
9.
(c)
Notwithstanding anything to the contrary in this Section 2,
Executive agrees to serve without additional compensation, if
elected or appointed thereto, as a director of the Company and any
of its subsidiaries and in one or more executive offices of any of
the Company’s subsidiaries, provided that Executive is
indemnified for serving in any and all such capacities.
3.
Base
Salary . During the
Employment Term, the Company shall pay Executive a base salary at
the annual rate of $436,000, payable in regular installments in
accordance with the Company’s usual payment practices (but
not less often than monthly). Executive’s base salary shall
be reviewed annually by the Board, and Executive shall be entitled
to such increases in the base salary, if any, as may be determined
from time to time in the sole discretion of the Board. Once
increased, such base salary shall not be decreased and no increase
shall serve to limit or reduce any other obligation to Executive
under this Agreement. Executive’s annual base salary, as in
effect from time to time, is hereinafter referred to as the
“Base Salary”.
4. Bonuses
.
(a)
Signing
Bonus . On the later of
(i) January 2, 2009 or (ii) the third business day following the
Commencement Date, the Company shall pay to Executive a signing
bonus equal to one million one hundred eleven thousand eight
hundred dollars ($1,111,800) (the “Signing
Bonus”).
(b)
Retention
Bonus . On the date that
is eighteen (18) months following the Commencement Date (the
“Retention Bonus Payment Date”), the Company shall pay
to Executive a retention bonus equal to three hundred seventy
thousand six hundred dollars
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($370,600) (the
“Retention Bonus”), subject to Executive’s
continued employment with the Company through the Retention Bonus
Payment Date.
(c)
Annual
Bonus . With respect to
each fiscal year ending during the Employment Term, Executive shall
be eligible to earn an annual bonus award (an “Annual
Bonus”) based upon the achievement of certain performance
targets, as reasonably established by the Board in good faith after
consultation with the CEO; provided
,
however
, that
Executive shall have a target Annual Bonus of 70% of the Base
Salary, subject to Executive’s achievement of such
performance targets; and provided
,
further
, that
Executive’s minimum bonus amount for calendar year 2008 shall
be equal to 70% of Base Salary, it being understood that
entitlement to payment of such minimum amount shall be subject to
continued employment through December 31, 2008,
provided,
further , that if
Executive’s employment is terminated by the Company without
Cause or by Executive for Good Reason prior to December 31, 2008,
the Executive shall be paid an amount equal to the product of (x)
70% of Base Salary and (y) a fraction, the numerator of which is
the number of days in calendar year 2008 through the Date of
Termination and the denominator of which is 365 (the “2008
Pro Rata Bonus”).
5.
Long-Term Incentive
Arrangements . The Board shall
establish a long-term cash incentive award program (the
“LTIP”) based on the achievement of certain performance
targets during the performance period not to exceed five years
established by the Board in good faith after consultation with the
CEO commencing with 2009. Such performance targets shall be
established by the Board in good faith after consultation with the
CEO prior to January 1, 2009. Executive’s target payout under
such plan shall be equal to the product of 150% of Base Salary for
each year of the performance period.
6.
Employee
Benefits . During the
Employment Term, Executive shall be entitled to participate in the
Company’s (or its affiliate’s) employee benefit plans,
programs and arrangements as in effect from time to time
(collectively, the “Employee Benefits”), on the same
basis as those benefits generally are made available to other
senior executives of the Company, commensurate with
Executive’s position with the Company. The Company shall
honor its obligations under its Amended and Restated Senior
Executive Retirement Plan as in effect on the date hereof (the
“SERP”) and shall maintain the SERP without amendment
adverse to Executive at least through the end of calendar year
2008.
7. Business Expenses
and Perquisites .
(a)
Business and Other
Expenses . During the
Employment Term, reasonable business expenses incurred by Executive
in the performance of Executive’s duties hereunder shall be
reimbursed by the Company in accordance with Company
policies; provided,
however , (i) Company shall
pay the expenses not later than the end of the calendar year
following the calendar year in which the expenses are incurred,
(ii) the amount of such expenses that Company is obligated to pay
in any given calendar year shall not affect the expenses that
Company is obligated to pay in any other calendar year, and (iii)
Executive’s right to have Company pay such expenses may not
be liquidated or exchanged for any other benefit.
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(b)
Perquisites
. While
employed hereunder, Executive shall be entitled to (i) any
perquisites that generally are made available to other senior
executives of the Company and (ii) those perquisites set forth on
Exhibit A attached hereto.
8.
Termination
. The
Employment Term and Executive’s employment hereunder may be
terminated by either party at any time and for any reason in the
manner provided herein upon 60 days’ notice. Notwithstanding
any other provision of this Agreement, the provisions of this
Section 8 shall exclusively govern Executive’s rights upon
termination of employment with the Company and its affiliates.
Subject to Section 12(h) hereof, whenever this Agreement provides
for the payment of a lump sum benefit following termination of
employment, such payment shall be made within 30 days after the
employment termination date, subject to the execution and
non-revocation of the release referred to in Section
8(h).
(a)
By
the Company for Cause or Resignation by Executive without
Good Reason
.
(i)
The Employment Term and Executive’s employment hereunder may
be terminated by the Company for Cause and shall terminate
automatically upon Executive’s resignation without Good
Reason; provided
,
however
, that
Executive will be required to give the Company at least 30 days
advance written notice of a resignation without Good
Reason.
(ii)
For purposes of this Agreement, “Cause” shall mean (A)
Executive’s continued willful failure to perform
substantially Executive’s duties hereunder (other than as a
result of total or partial incapacity due to physical or mental
illness) following written notice by the Company to Executive of
such failure, (B) dishonesty in the performance of
Executive’s duties hereunder which is injurious (other than
in some immaterial or de minimis respect) to the financial
condition or business reputation of the Company or any of its
affiliates, (C) Executive’s conviction of, or plea of guilty
or nolo
contendere to, a crime
constituting (y) a felony under the laws of the United States or
any state thereof or (z) a misdemeanor involving misconduct by
Executive in his personal or professional conduct punishable by
imprisonment of more than three days or a fine in excess of $5,000
(other than a traffic violation), which is reasonably likely to
damage the business, prospects or reputation of the Company or any
of its affiliates in any respect, (D) Executive’s willful
malfeasance or willful misconduct in connection with
Executive’s duties hereunder or any act or omission which is
injurious (other than in some immaterial or de minimis respect) to
the financial condition or business reputation of the Company or
any of its affiliates or (E) Executive’s breach of the
provisions of Section 9 or 10 of this Agreement (other than a
breach which is insubstantial and insignificant, taking into
account all of the circumstances); provided
,
however
, that
any event described in clauses (A), (B) and (D) of this Section
8(a)(ii) shall constitute Cause only if Executive fails to cure
such event, to the reasonable satisfaction of the Board, within 10
days after receipt from the Company of written notice of the event
which constitutes Cause.
(iii)
If Executive’s employment is terminated by the Company for
Cause or if Executive resigns without Good Reason:
(A)
Executive shall be entitled to receive:
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(I) the Base Salary through the date
of termination;
(II)
any Annual Bonus earned but unpaid as of the date of termination
for any previously completed fiscal year;
(III)
reimbursement for any unreimbursed business expenses properly
incurred by Executive in accordance with Company policy prior to
the date of Executive’s termination;
(IV)
such Employee Benefits, if any, as to which Executive may be
entitled under the employee benefit plans of the Company or any of
its affiliates, including, without limitation, any vested accrued
benefit under the SERP; and
(V) The
Signing Bonus, if not theretofore paid (the amounts described in
clauses (I) through (V) hereof being referred to as the
“Accrued Rights”); and
(B)
With respect to the LTIP (I) in the event that the Company
terminates Executive’s employment for Cause, Executive shall
forfeit all rights and entitlements with respect to such award,
whether or not vested, as of the date of termination of his
employment and (II) in the case of Executive’s resignation
without Good Reason, the vested portion of Executive’s award
under the LTIP as of the date of termination of his employment
shall be paid to Executive, in accordance with and subject to the
terms of the LTIP, on the date on which the LTIP payment is paid to
active participants in the LTIP, and Executive shall forfeit all
rights to the unvested portion of such award.
Following such
termination of Executive’s employment by the Company for
Cause or resignation by Executive without Good Reason, except as
set forth in this Section 8(a)(iii), or Sections 12(h), (l), (n)
and (o), Executive shall have no further rights to any compensation
or any other benefits under this Agreement.
(b) Disability or
Death .
(i) The
Employment Term and Executive’s employment hereunder shall
terminate upon Executive’s death, and may be terminated by
the Company if Executive becomes physically or mentally
incapacitated and is therefore reasonably likely to be unable for a
period of six consecutive months or for an aggregate of nine months
in any twelve consecutive month period to perform Executive’s
material duties (such incapacity is hereinafter referred to as
“Disability”). Any question as to the existence of the
Disability of Executive as to which Executive and the Company
cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to Executive and the
Company. If Executive and the Company cannot agree as to a
qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability
made in writing to the Company and Executive shall be final and
conclusive for all purposes of the Agreement.
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(ii)
Upon termination of Executive’s employment hereunder for
Disability or death:
(A)
Executive or Executive’s estate (as the case may be) shall be
entitled to receive
(I) the Accrued Rights;
and
(II)
an Annual Bonus for the fiscal year in which Executive’s
termination occurs, payable in a lump sum payment within 30 days
after the date of termination, equal to the greater of (i) a
pro-rata portion of Executive’s target Annual Bonus for such
year (determined by multiplying the target Annual Bonus by a
fraction, the numerator of which is the number of days during the
performance year that Executive is employed by the Company and the
denominator of which is 365), or (ii) such other amount as may be
provided in the Company’s annual bonus plan for the fiscal
year in which Executive’s termination occurs
(B)
If such termination occurs prior to the end of calendar year 2008,
Executive shall receive an amount under the SERP equal to the
amount to which Executive would have been entitled had Executive
remained employed through the end of calendar year 2008 and had
Executive’s compensation during such period been that
required by Sections 3 and 4(b) (the “SERP Benefits”);
and
(C)
With respect to the LTIP, the vested portion of Executive’s
award under the LTIP as of the date of termination of his
employment shall be paid to Executive (including without limitation
any Interim LTIP Payout), in accordance with and subject to the
terms of the LTIP, on the date(s) on which the LTIP payments are
paid to active participants in the LTIP, and Executive shall
forfeit all rights to the unvested portion of such award;
provided
, that
for purposes of determining the vested portion of the LTIP award
under this paragraph (B), Executive shall be given credit for one
additional year of service.
Following
Executive’s termination of employment due to death or
Disability, except as set forth in this Section 8(b)(ii), or
Sections 12(h), (l), (n) and (o), Executive shall have no further
rights to any compensation or any other benefits under this
Agreement.
(c)
By
the Company without Cause or Resignation by Executive for
Good Reason
.
(i) The Employment
Term and Executive’s employment hereunder may be terminated
by the Company without Cause (other than by reason of death or
Disability) or by Executive’s resignation for Good
Reason.
(ii) For purposes
of this Agreement, “Good Reason” shall mean, without
Executive’s written consent, (A) a reduction, which either
alone or when taken together with all other such reductions, equals
more than 10 percent of Executive’s Base Salary as then in
effect, (B) a reduction, which either alone or when taken together
with all other such reductions, equals
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more than 10
percent of Executive’s target annual bonus or a material
reduction by the Company of Employee Benefits to which Executive is
entitled (other than an overall reduction in benefits that affects
substantially all full-time employees of the Company), (C)
Executive’s removal from the position of Executive Vice
President of the Company or CFO of the Company, (D) a material
adverse change in Executive’s authority, duties and
responsibilities or reporting lines from those in effect
immediately following the Commencement Date, (E) a relocation of
Executive’s principal place of employment with the Company of
more than 35 miles from Executive’s then-current work
location, (F) the Company’s failure to pay amounts to which
Executive is entitled under this Agreement, or (G) the
Company’s giving written notice that it elects not to extend
the Employment Term pursuant to Section 1 of this Agreement (but
this clause (G) shall apply only if Executive would be less than
age 62 at the end of the Employment Term); provided
that any
event described in clauses (A) through (F) above shall constitute
Good Reason only if the Company fails to cure such event within 30
days after receipt from Executive of written notice of the event
which constitutes Good Reason; and provided
,
further
, that
Good Reason shall cease to exist for an event described in clauses
(A) through (F) above one hundred eighty (180) days following the
later of its occurrence or Executive’s knowledge thereof,
unless Executive has given the Company written notice thereof prior
to such date.
(iii)
Other than as provided in Section 8(c)(iv) below, if
Executive’s employment is terminated by the Company without
Cause (other than by reason of death or Disability) or if Executive
resigns for Good Reason:
(A) Executive shall be entitled
to receive
(I) the Accrued Rights;
(II) within 30 days following the date of
termination, a lump sum severance
payment equal to (a) if such termination of employment occurs
before the Retention Bonus Payment Date, the Retention Bonus or (b)
the product of (i) (A) if such termination of employment occurs on
or after the Retention Bonus Payment Date and on or prior to the
second anniversary of the Commencement Date, zero (0) or (B) if
such termination of employment occurs after the second anniversary
of the Commencement Date, one (1) and (ii) the sum of (A)
Executive’s then Base Salary plus (B) Executive’s
target Annual Bonus for the fiscal year in which Executive’s
termination pursuant to this Section 8(c)(iii) occurred;
provided
, that
the amount described in this clause (II) shall be in lieu of any
other cash severance payable to Executive under any other plans,
programs or arrangements of the Company or its affiliates (but
excluding the SERP) up to the amount described in this clause (II);
and
(III)
subject to Executive’s continued compliance with the
provisions of Sections 9 and 10 of this Agreement (other than a
breach that is insubstantial and insignificant, taking into account
all of the circumstances), for a number of years following the date
of termination of employment equal to (i) if such termination of
employment occurs on or before the second anniversary of the
Commencement Date, two (2), or (ii)
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if such termination
of employment occurs after the second anniversary of the
Commencement Date, one (1) (the “Welfare Benefits
Continuation Period”), continued participation in the health
and welfare plans maintained by the Company or any of its
affiliates as in effect from time to time during the Welfare
Benefits Continuation Period, on the same basis as the Company and
its affiliates provides such plans for its then actively employed
executives (which may include, without limitation, medical, dental,
disability and life insurance), and the Company and Executive shall
share the costs of the continuation of such coverage in the same
proportion as such costs were shared immediately prior to
Executive’s termination; provided
,
however
, that
(i) such participation shall terminate, or the benefits under such
plan shall be reduced, if and to the extent Executive becomes
covered (or is eligible to become covered) during such period by
plans of a subsequent employer or other entity to which Executive
provides services providing comparable benefits or if Executive
fails to pay any required contribution or premium, (ii) during the
Welfare Benefits Continuation Period, the benefits provided in any
one calendar year shall not affect the amount of benefits to be
provided in any other calendar year, and (iii) the reimbursement of
an eligible expense must be made no later than December 31 of the
year after the year in which the expense was incurred. With respect
to the health benefits provided during the Welfare Benefits
Continuation Period, (i) Executive shall make a timely election to
continue coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”); (ii)
Executive shall pay the full monthly premium cost of medical
coverage during the Welfare Benefit Continuation Period, which
monthly premium cost shall be the monthly COBRA premium during the
COBRA health care continuation coverage period under section 4980B
of the Code or, after the COBRA continuation period, such amount as
is equal to the Company’s deemed cost of such medical
coverage for Executive which shall be determined actuarially by the
Company’s advisors (the “ Applicable
Premium ”); (iii)
during the Welfare Benefit Continuation Period, the Company shall
pay the Executive an amount equal to the 135% of the Applicable
Premium described above (the “ Advance
Premium ”), as in
effect from time to time, which, subject to Section 13(d), shall be
made in advance on the first business day of each month, commencing
with the month immediately following the Executive’s date of
termination, provided that, subject to Section 13(d), the first
such payment shall be made within thirty (30) days after the
Executive’s termination date. The Employer shall have no
further obligation to pay the Advance Premium after the earlier of:
(A) Executive ceasing to participate in the health and welfare
plans maintained by the Company or any of its affiliates as in
effect from time to time during the Welfare Benefits Continuation
Period and (B) the end of the Welfare Benefit Continuation Period.
Such coverage shall be credited against the time period that
Executive and Executive’s dependents are entitled to receive
continued coverage under the Consolidated Omnibus
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Budget
Reconciliation Act of 1985, as amended. Executive’s rights
pursuant to this Section 8(c)(iii)(A)(III)) shall not be subject to
liquidation or exchange for another benefit; and
(IV) if
such termination occurs during calendar year 2008, the 2008 Pro
Rata Bonus; and
(V) the SERP Benefits;
and
(B)
With respect to the LTIP, the vested portion of Executive’s
award under the LTIP as of the date of termination of his
employment shall be paid to Executive (including without limitation
any Interim LTIP Payout), in accordance with and subject to the
terms of the LTIP, on the date(s) on which the LTIP payments are
paid to active participants in the LTIP, and Executive shall
forfeit all rights to the unvested portion of such award;
provided
, that
for purposes of determining the vested portion of the LTIP award
under this paragraph (B), Executive shall be given credit for a
number of additional years of service equal to (i) if such
termination of employment occurs on or before the second
anniversary of the Commencement Date, two (2), or (ii) if such
termination of employment occurs after the second anniversary of
the Commencement Date, one (1).
(iv) Following
Executive’s termination of employment by the Company without
Cause (other than by reason of Executive’s death or
Disability) or by Executive’s resignation for Good Reason,
except as set forth in this Section 8(c), or Sections 12(h), (l),
(n) and (o), Executive shall have no further rights to any
compensation or any other benefits under this Agreement.
(d)
Effect of a Change
in Control on LTIP Awards . Notwithstanding
the provisions of subsection (c) above, upon a Change in Control,
Executive’s outstanding LTIP award shall be fully vested. For
purposes of this Agreement, the term Change in Control
means:
(i) any
“person” as such term is used in Sections 13(d) and
14(d) of the 1934 Act (other than Parent or any person controlled,
directly or indirectly, by Parent or any trustee (the “Parent
Group”) or other fiduciary holding securities under any
employee benefit plan of the Company), becoming the beneficial
owner (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Company representing more than
fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities (including, without
limitation, securities owned at the time of any increase in
ownership); or
(ii) the sale of
all or substantially all of the assets of the Company to, any other
corporation or other entity, other than a member of the Parent
Group.
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(e)
Expiration of
Employment Term . Unless the
parties otherwise agree in writing, continuation of
Executive’s employment with the Company or any affiliate
beyond the expiration of the Employment Term shall be deemed an
employment at-will and shall not be deemed to extend any of the
provisions of this Agreement and Executive’s employment may
thereafter be terminated at will by either Executive or the Company
(or any affiliate); provided
that the
provisions of Sections 9, 10, 11 and 12(n) of this Agreement shall
survive any termination of this Agreement or Executive’s
termination of employment hereunder; and provided
further that if Executive
shall have given notice of intent to resign for Good Reason
pursuant to clause 8(c)(ii)(G) as a result of the Company’s
election not to extend the Employment Term, the provisions of
Section 8(c) and Sections 12(h), (l) and (o) shall continue to
apply with respect to such resignation.
(f)
Notice of
Termination . Any purported
termination of employment by the Company or by Executive (other
than due to Executive’s death) shall be communicated by
Notice of Termination to the other party hereto in accordance with
Section 12(i) hereof. For purposes of this Agreement, a
“Notice of Termination” shall mean a written notice
which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination
of employment under the provision so indicated.
(g)
Board/Committee
Resignation . Upon termination
of Executive’s employment for any reason, Executive shall be
deemed to have resigned, as of the date of such termination and to
the extent applicable, from the board of directors of the Company
or any of its affiliates. Executive agrees to execute any
documentation reasonably requested by the Company to evidence such
resignation, but Executive’s failure to comply shall not
affect the resignation, which is automatic.
(h)
Execution of
Release of All Claims . Upon termination
of Executive’s employment for any reason, Executive agrees to
execute a release of all claims against the Company and its
shareholders, and any of their respective subsidiaries, affiliates,
shareholders, partners, directors, officers, employees and agents
(the “Protected Group”), substantially in the form
attached hereto as Exhibit B. Notwithstanding anything set forth in
this Agreement to the contrary, upon termination of
Executive’s employment for any reason, Executive shall not
receive any payments or benefits to which Executive may be entitled
hereunder (other than those which by law cannot be subject to the
execution of a release) if Executive fails to execute and not
revoke such release within 20 days following the date of
termination.
(i)
Recoupment
Policy . Executive
acknowledges and agrees that any incentive compensation he receives
from the Company, pursuant to an incentive program of the Company
becoming effective on or after January 1, 2008, will be subject to
recoupment pursuant to the terms of that certain Incentive
Compensation Recoupment Policy adopted by the Compensation
Committee of the Board on March 6, 2008, or any replacement policy
or policies adopted by the Board or the Compensation Committee
setting forth standards for seeking the return (recoupment) from
executive officers of incentive payments if such payments were
inflat
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