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EXHIBIT 10.8
EXECUTION COPY
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of January 31,
2005, by
and among Zeus Holdings Limited (the "Parent"), a Bermuda
corporation, Intelsat
Ltd. (the "Company"), and Phillip L. Spector, a resident of the
State of Florida
(the "Executive").
WHEREAS, pursuant to the transactions contemplated by the
Transaction
Agreement and Plan of Amalgamation among the Company, Intelsat
(Bermuda), Ltd.,
the Parent, Zeus Merger One Limited and Zeus Merger Two Limited
dated as of
August 16, 2004 (the "Transaction Agreement"), the Company will
become a wholly
owned subsidiary of the Parent; and
WHEREAS, subject to the consummation of the transactions
contemplated by
the Transaction Agreement, the Company desires to employ the
Executive on a
full-time basis and the Executive desires to be so employed by
the Company;
NOW, THEREFORE, in consideration of the premises and mutual
covenants
contained herein (including, without limitation, the Company's
employment of the
Executive, and the Executive's departure from his present
position and
acceptance of employment with the Company and the advantages and
benefits
thereby inuring to the Company and the Executive) and for other
good and
valuable consideration, the receipt, adequacy and sufficiency of
which are
hereby acknowledged by each party hereto, the parties hereby
agree as follows:
1. Effectiveness of Agreement and Employment of the
Executive.
1.1 Effectiveness of Agreement. This Agreement shall become
effective upon
execution by the parties.
1.2 Employment by the Company. The Company hereby employs the
Executive as
Executive Vice President and General Counsel and the Executive
hereby accepts
such employment as of February 15, 2005 (the "Effective Date").
During the
Employment Period (as defined in Section 3), the Executive shall
directly and
exclusively report to, and perform such duties and services for
the Company
(including supervising the Company's investment in its
subsidiaries and
affiliates (such subsidiaries and affiliates, collectively,
"Affiliates")) as
may be designated from time to time by, the Company's Chief
Executive Officer.
During the Employment Period, the Executive shall devote all of
his business
time and attention to his employment under this Agreement;
provided, however,
that, subject to the provisions of Sections 5.1 and 5.3, the
Executive may
continue to serve as a non-executive director on the board of
directors of only
one company (other than the Company and its Affiliates) during
the Employment
Period, unless the Executive obtains the prior written consent
of the Company to
serve as a non-executive director on any other board of
directors. The Executive
acknowledges that he shall be required to travel on business in
connection with
the performance of his duties hereunder.
1.3 Location. During the Employment Period, the Executive's
principal place
of employment shall be Washington, D.C.; provided that the
Executive shall also
provide services in London; provided, further, that it is the
parties' current
intention that the Executive
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will spend an appropriate amount of time working at the
Company's headquarters,
currently located in Bermuda, in order to fulfill his
duties.
2. Compensation and Benefits.
2.1 (a) Salary. During the Employment Period, the Company shall
pay the
Executive for services during his employment under this
Agreement a base salary
of no less than the annual rate of $450,000 ("Base Salary"). The
Base Salary
received by the Executive shall be reviewed by the Compensation
Committee of the
Board of the Company and, following an initial public offering
of the Company or
a direct or indirect subsidiary or parent of the Company, the
Compensation
Committee of the Board of the Company or such parent or
subsidiary to be
publicly-traded pursuant to such initial public offering (such
applicable
committee, the "Compensation Committee") no less frequently than
annually. Any
and all increases to the Executive's Base Salary shall be
determined by the
Compensation Committee, in its sole discretion. During the
Employment Period,
such Base Salary shall be payable in equal biweekly installments
pursuant to the
Company's customary payroll policies in force at the time of
payment, less any
required or authorized payroll deductions. The Base Salary may
be increased, but
not decreased, during the Employment Period.
(b) Annual Bonus. For each fiscal year during the Employment
Period, the
Executive shall be eligible to receive an annual discretionary
bonus with a
maximum amount up to 65% of his Base Salary, subject to his
satisfaction of
objective performance criteria that have been pre-established by
the
Compensation Committee in a consistent manner with those of
other senior
executives of the Company. For each fiscal year during the
Employment Period,
the Compensation Committee may award an additional bonus, in its
sole
discretion, to the Executive of up to 50% of the Executive's
Base Salary, in the
event of the Executive's significant out-performance of
objective performance
criteria that have been pre-established by the Compensation
Committee. During
the Employment Period, the Executive also will be eligible to
participate in any
deferred compensation plan that is sponsored by the Company in
accordance with
its terms.
(c) Purchased Shares. On January 31, 2005, the Executive
purchased shares
of common stock of the Parent ("Common Parent Shares") and
Series A 9.75 percent
preferred stock of the Parent ("Preferred Parent Shares"), in an
aggregate
number and at the price set forth in the Subscription Agreement
between the
Parent and the Executive dated as of January 31, 2005 (such
purchased Common
Parent Shares and Preferred Parent Shares, "Purchased Parent
Shares").
(d) Equity Compensation. The Executive has received a grant
equal to .81%
of the Common Parent Shares outstanding as of Closing ("New
Parent Restricted
Shares") as of January 31, 2005, having the terms and conditions
provided below
and such other terms and conditions not inconsistent therewith
as may be
provided for in the plan under which they are granted. The New
Parent Restricted
Shares shall provide that upon payment of any cash distribution
or dividend on
the Common Parent Shares to Parent shareholders generally, the
holder of such
New Parent Restricted Shares shall have credited to an escrow
account an amount
equal to the amount of cash (which cash amount shall be credited
with interest
at the lesser of the interest rate applicable to the Parent's
revolving credit
agreement, as in effect from time to time,
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or 5% compound interest per annum, or other property that would
have been
distributed to the Executive had the New Parent Restricted
Shares not been
subject to restriction, which escrow account shall be
distributable as of, and
will be distributed to the Executive as soon as practicable
following, the date
upon which such New Parent Restricted Shares vest. It shall be a
condition to
the Executive's receipt of New Parent Restricted Shares that he
become a party
to the Shareholders Agreement by and among the Parent and the
Shareholders named
therein as in effect as of the Closing (the "Shareholders
Agreement"). The
Executive acknowledges that the New Parent Restricted Shares
will be subject to
the terms and conditions set forth in this Agreement and shall
be subject to a
substantial risk of forfeiture and restrictions on
transferability. The
Executive will be permitted to transfer the Purchased Parent
Shares and the New
Parent Restricted Shares to a grantor trust solely for the
benefit of the
Executive and/or the Executive's immediate family members. If
the Executive does
not commence employment by the Effective Date, the Parent may
repurchase, and
the Executive agrees to sell, the Purchased Parent Shares, free
and clear of any
liens, at the price paid by the Executive for the Purchased
Parent Shares (less
the value of any dividends, distributions or dividend
equivalents previously
paid to the Executive in respect of the Purchased Parent Shares)
and the New
Parent Restricted Shares will be immediately forfeited.
(A) Time-Vesting Shares. 40.9 percent of the New Parent
Restricted Shares
granted to the Executive hereunder (the "Time-Vesting Shares")
shall vest over
sixty months in equal monthly installments commencing on the
last day of the
first month following the Closing, subject to the Executive's
continued
employment on the date of vesting and to Section 4 below.
Subject to the
Executive's continued employment, notwithstanding the foregoing,
if "private
equity investors" own less than 40% of the aggregate equity
interests, measured
by vote and value, of the Parent ("Private Equity Dilution"),
then the
Time-Vesting Shares will become fully vested on the later to
occur of (x) the
third anniversary of the Closing or (y) twelve months following
the transaction
which causes the Private Equity Dilution. For purposes of this
Section
2.1(d)(A), "private equity investors" shall mean the Investors
(as defined
below) and any other similar entities or divisions of entities
which are similar
type private equity investors including, without limitation,
entities which
provide venture capital or long-term share capital in exchange
for an ownership
interest in another entity.
(B) Performance Shares. An additional 40.9 percent of the New
Parent
Restricted Shares granted to the Executive hereunder shall vest
(less any such
percent of shares that have already vested) if and when the
Investors have
received a Cumulative Total Return as set forth below (the
"Cumulative Total
Return Goals") between 2.5 to 3 times the amount invested by the
Investors
collectively during the applicable period over which Cumulative
Total Return
Goal is measured (the "Performance Period"), subject to the
Executive's
continued employment as of the date, if any, that such
Cumulative Total Return
is reached and to Section 4 below. The remainder of the New
Parent Restricted
Shares granted to the Executive hereunder shall vest (less any
such percent of
shares that have already vested) if and when the Investors have
received a
Cumulative Total Return between 4 to 4.5 times the amount
invested by the
Investors collectively during the Performance Period, subject to
the Executive's
continued employment as of the date, if any, that such
Cumulative Total Return
is reached and to Section 4 below (together with the New Parent
Restricted
Shares described in the immediately preceding sentence, the
"Performance
Shares"). If the Performance Shares remain outstanding but not
yet vested as of
the eighth anniversary of the Closing, they shall be forfeited
upon such
anniversary.
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If the Cumulative Total Return is between 2.5 to 3 times or 4 to
4.5 times the
amount invested by the Investors, respectively, the number of
Performance Shares
which shall vest shall be interpolated and rounded to the
nearest whole share.
(C) Cumulative Total Return. The "Cumulative Total Return" means
the sum
(net of all transaction and valuation costs) of (i) all
dividends and other
distributions (including management fees) paid to the Investors
with respect to
Common Parent Shares and Preferred Parent Shares, (ii) the gross
proceeds of any
sale of Common Parent Shares and Preferred Parent Shares by any
of the
Investors, and (iii) solely for purposes of determining
Cumulative Total Return
as of the eighth anniversary of the Closing, the fair market
value of the Common
and Preferred Parent Shares held by the Investors on the eighth
anniversary of
the Closing (the "Fair Market Value"), which will be determined
by the
Compensation Committee in its sole reasonable discretion.
Notwithstanding
anything in this Agreement to the contrary, upon a corporate
transaction in
which all of the Common Parent Shares and Preferred Parent
shares are converted
into the right to receive cash, Cumulative Total Return shall be
finally
determined and there shall be no further opportunity to vest in
any Performance
Shares. The "Investors" means each of the members of the
Investor Group as
defined in the Shareholders Agreement.
(D) Adjustment. In the event of any stock split, reverse stock
split,
dividend, merger, consolidation, recapitalization or similar
event affecting the
capital structure of the Parent, the number and kind of shares
(or other
property, including without limitation cash) subject to the New
Parent
Restricted Shares shall be equitably adjusted to prevent the
dilution or
enlargement of the value of the Executive's New Parent
Restricted Shares (taking
into account the amounts set aside in the escrow account as a
result of such
event).
2.2 Benefits. During the Employment Period, the Executive shall
be eligible
to participate, on the same basis and at the same level as other
similarly
situated senior executives of the Company generally, in any
group insurance,
hospitalization, medical, vision, health and accident,
disability, life
insurance and enhanced executive life insurance, fringe benefit
and retirement
plans or programs of the Company now existing or hereafter
established to the
extent that he is eligible under the general provisions thereof
(including
eligibility provisions relating to pre-privatization and
post-privatization
employment status). During the Employment Period, the Executive
shall be
entitled to 20 days vacation time annually, and with vacation
accruals
consistent with the Company's policies at such time as applied
to similarly
situated executives of the Company generally up to a maximum of
60 days.
2.3 Expenses. During the Employment Period, pursuant to the
Company's
customary reimbursement policies in force at the time of
payment, the Executive
shall be promptly reimbursed, subject to the Executive's
presentation of
vouchers or receipts therefor, for all expenses incurred by the
Executive on
behalf of the Company in the performance of the Executive's
duties hereunder.
2.4 Tax Planning Benefits. During the Employment Period, the
Company shall
provide the Executive with a cash reimbursement for financial
accounting and
planning services up to a maximum of $15,000 per annum.
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2.5 Signing Bonus. As soon as practicable following the
Effective Date, the
Company shall pay Executive a lump sum payment of $120,000 in
order to provide
the Executive with the liquidity necessary to pay the required
withholding taxes
in connection with the equity grant described in Section 2.1(d)
(and
corresponding Section 83(b) election). The Executive shall
immediately repay
such amount to the Company in the event that prior to the first
anniversary of
the Effective Date, the Executive voluntarily terminates
employment without Good
Reason or is terminated by the Company for Cause.
3. Employment Period. The Executive's employment under this
Agreement shall
commence as of the Effective Date, and shall terminate on the
first anniversary
thereof, unless terminated earlier pursuant to Section 4 (the
"Initial
Employment Period"). Unless written notice of either party's
desire to terminate
this Agreement has been given to the other party at least ninety
days but no
more than one hundred and twenty days prior to the expiration of
the Initial
Employment Period (or any renewal thereof contemplated by this
sentence), the
term of the Executive's employment hereunder shall be
automatically renewed for
successive one-year periods (such term, including the Initial
Employment Period,
as it may be extended, the "Employment Period"). A notice of
non-renewal
provided by the Company shall be treated as a termination by the
Company without
Cause for purposes of Sections 4.4(a), (b), (c) and (d) (and the
Company shall
have no additional obligation other than the payment of the
Executive's earned
but unpaid compensation through the effective date of such
termination, except
as otherwise required by law or the terms of the Company's
benefit plans), and a
notice of non-renewal provided by the Executive shall be treated
as a
termination by the Executive without Good Reason for purposes of
Section 4.6.
4. Termination and Forfeiture of Payments and Benefits.
4.1 Termination by the Company for Cause. The Executive's
employment with
the Company may be terminated at any time by the Company for
Cause. Upon such a
termination, the Company shall have no obligation to the
Executive pursuant to
this Agreement other than the payment of the Executive's earned
and unpaid
compensation through the effective date of such termination,
except as otherwise
required by law or by the terms of the Company's benefit plans.
All New Parent
Restricted Shares (and the related escrow account) that have not
yet been vested
(or paid, as applicable) as of the date of termination, shall be
forfeited as of
the date of termination. Any Purchased Parent Shares may be
repurchased by the
Company at any time following such termination of employment at
a price per
Purchased Parent Share equal to the lesser of (i) the greater of
(x) the Fair
Market Value of such Purchased Parent Share on the date of the
most recent
valuation prior to such termination minus (y) the value of any
dividends,
distributions, or dividend equivalents previously paid to the
Executive in
respect of such Purchased Parent Share (subject to equitable
adjustment in
Parent's discretion to reflect dividends, distributions,
corporate transactions,
or similar events, to the extent not reflected in (y)) or $0, or
(ii) (x) the
amount paid by the Executive to purchase such Purchased Parent
Share minus (y)
the value of any dividends, distributions, or dividend
equivalents previously
paid to the Executive in respect of such Purchased Parent Share
(subject to
equitable adjustment in Parent's discretion to reflect
dividends, distributions,
corporate transactions, or similar events, to the extent not
reflected in (y))
but in no event less than $0, and any Common Parent Shares held
by the Executive
as a result of the vesting of New Parent Restricted Shares shall
be cancelled
and no payment shall be made to the Executive for such Common
Parent Shares.
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For purposes of this Agreement, the term "Cause" shall mean any
of the
following: (i) the Executive's failure to perform materially his
duties under
the Agreement (other than by reason of illness or disability),
(ii) the
Executive's commission of, or plea of no contest to, a felony or
his commission
of, or plea of no contest to, any other crime involving moral
turpitude or his
commission of a material dishonest act or fraud against the
Company or any of
its Affiliates, (iii) any act or omission by the Executive that
is the result of
his misconduct or gross negligence and that is, or may
reasonably be expected to
be, materially injurious to the financial condition, business or
reputation of
the Company or any of its Affiliates, or (iv) the Executive's
breach of any
material provision of this Agreement. Any such occurrence
described in clause
(i) or (iv) of the preceding sentence that is curable shall
constitute "Cause"
only after the Company has given the Executive written notice
of, and twenty
(20) business days' opportunity to cure, such violation, and
then only if such
occurrence is not cured.
4.2 Permanent Disability. If, during the Employment Period, the
Executive
becomes disabled within the meaning of the Company's applicable
long-term
disability plan, the Company shall have the right to terminate
the Executive's
employment with the Company upon written notice to the
Executive. Upon such a
termination, the Company shall have no obligation to the
Executive other than to
pay the Executive's earned and unpaid compensation through the
effective date of
such termination and to treat the New Parent Restricted Shares
as described
below in this Section 4.2, except as otherwise required by law
or by the terms
of the Company's benefit plans. Any Time-Vesting Shares (and the
related escrow
account) that are not vested as of the date of termination shall
vest as of the
date of termination. If the Performance Shares (and the related
escrow account)
are not vested as of the date of termination, the Performance
Shares (and the
related escrow account) will remain outstanding and if the
Investors meet the
Cumulative Total Return Goal prior to the eighth anniversary of
the Closing, the
Executive will vest in a number of Performance Shares (and the
related escrow
account), at such time as each applicable Cumulative Total
Return Goal is met,
equal to the difference between (1) the product of (x) the total
number of
Performance Shares which would have been vested as of the date
of the
determination had the Executive remained employed through such
date and (y) a
fraction, the numerator of which is the period of time that the
Executive was
employed by the Company from the Closing and the denominator of
which is the
period of time from the Closing until the applicable Cumulative
Total Return
Goal is met, and (2) any Performance Shares that already vested.
All other
Performance Shares (and the related escrow account) will be
forfeited. If the
Performance Shares (and the related escrow account) remain
outstanding but not
yet vested as of the eighth anniversary of the Closing, they
shall be forfeited.
Section 4.4(d) shall apply to the Company repurchases of Common
Parent Shares
held by the Executive as a result of the vesting of New Parent
Restricted Shares
and to Company repurchases of Purchased Parent Shares.
Notwithstanding the
foregoing, the Compensation Committee, in its sole discretion,
may permit the
vesting of any Performance Shares (and the related escrow
account) that are not
vested as of the date of termination.
4.3 Death. The Executive's employment with the Company shall
terminate
automatically upon the death of the Executive and the Company
shall have no
obligation to the Executive or the Executive's estate other than
to pay the
Executive's earned and unpaid compensation through the date of
the Executive's
death, and to treat the New Parent Restricted Shares as
described below in this
Section 4.3, except as otherwise required by law or by the terms
of the
Company's benefit plans. Any Time-Vesting Shares (and the
related escrow
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account) that are not vested as of the date of death shall vest
as of the date
of death. If the Performance Shares (and the related escrow
account) are not
vested as of the date of death, the Performance Shares (and the
related escrow
account) will remain outstanding and if the Investors meet the
Cumulative Total
Return Goal prior to the eighth anniversary of the Closing, the
Executive will
vest in a number of Performance Shares (and the related escrow
account), at such
time as each applicable Cumulative Total Return Goal is met,
equal to the
difference between (1) the product of (x) the total number of
Performance Shares
which would have been vested as of the date of the determination
had the
Executive remained employed through such date and (y) a
fraction, the numerator
of which is the period of time that the Executive was employed
by the Company
from the Closing and the denominator of which is the period of
time from the
Closing until the applicable Cumulative Total Return Goal is
met, and (2) any
Performance Shares that already vested. All other Performance
Shares (and the
related escrow account) will be forfeited. If the Performance
Shares (and the
related escrow account) remain outstanding but not yet vested as
of the eighth
anniversary of the Closing, they shall be forfeited. Section
4.4(d) shall apply
to the Company repurchases of Common Parent Shares held by the
Executive as a
result of the vesting of New Parent Restricted Shares and to
Company repurchases
of Purchased Parent Shares. Notwithstanding the foregoing, the
Compensation
Committee, in its sole discretion, may permit the vesting of any
Performance
Shares (and the related escrow account) that are not vested as
of the date of
termination.
4.4 Termination by the Company Without Cause. The Executive's
employment
with the Company may be terminated at any time by the Company
without Cause. In
such event, the Executive shall have the rights set forth in the
subparagraphs
below.
(a) Severance. Subject to the Executive's continued compliance
with his
obligations under this Agreement, the Company shall have no
obligation to the
Executive other than: (i) the payment of the Executive's earned
and unpaid
compensation through the effective date of such termination;
(ii) the payment of
any deferred bonus, subject to the provisions of Section 409A of
the Internal
Revenue Code of 1986, as amended (the "Code"); (iii) the payment
of an amount
equal to the sum of the Executive's annual Base Salary plus the
Executive's
maximum bonus amount of 65% of Base Salary (as in effect as of
the date of
termination), 50% of which shall be paid to the Executive upon
the first
business day following the six month anniversary of the date of
termination of
employment and the remainder of which shall be paid to the
Executive in equal
installments each month thereafter for six months; and (iv)
treatment of the New
Parent Restricted Shares (and, if applicable Purchased Parent
Shares) as
described below in Sections 4.4(b), (c) and (d), except as
otherwise required by
law or by the terms of the Company's benefit plans (excluding
severance plans);
provided, that if the termination without Cause occurs within
the six-month
period after a Change of Control (as defined in Section 4.8
below), in lieu of
the cash severance benefits set forth in clause (iii) above, the
Executive shall
receive the payment over a 12-month period in equal monthly
installments of the
sum of the Executive's annual Base Salary plus the greater of
(x) the
Executive's maximum bonus amount of 65% of Base Salary (as in
effect as of the
date of termination) and (y) the annual bonus paid to the
Executive for the year
immediately preceding the year in which the date of termination
occurs . In the
event that the Executive is eligible to receive the severance
benefits provided
for by this Section 4.4(a), the Executive shall not be eligible
to receive
severance benefits under any other Company plan, policy, or
agreement.
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(b) Time-Vesting Shares. Any unvested Time-Vesting Shares (and
the related
escrow account) shall be forfeited as of the date of
termination; provided, that
if the termination without Cause occurs within the six-month
period after a
Change of Control (as defined in Section 4.8 below), all
unvested Time-Vesting
Shares (and the related escrow account) shall vest as of the
date of
termination.
(c) Performance Shares. If the Performance Shares (and the
related escrow
account) are not vested as of the date of termination, they
shall remain
outstanding until the 180th day following the date of
termination, and if still
unvested as of such day, shall be forfeited; provided, that in
the event that
such termination is within six months following a merger of the
Company with or
into, an acquisition by the Company of, or an acquisition of the
Company by, any
of the entities set forth on Exhibit C or any transaction
involving the
Company's subsidiaries to effectuate the foregoing, the
Performance Shares (and
the related escrow account) will remain outstanding and if the
Investors meet
the Cumulative Total Return Goal prior to the eighth anniversary
of the Closing,
the Executive will vest in a number of Performance Shares (and
the related
escrow account), at such time as each applicable Cumulative
Total Return Goal is
met, equal to the difference between (1) the product of (x) the
total number of
Performance Shares which would have been vested as of the date
of the
determination had the Executive remained employed through such
date and (y) a
fraction, the numerator of which is the period of time that the
Executive was
employed by the Company from the Closing and the denominator of
which is the
period of time from the Closing until the applicable Cumulative
Total Return
Goal is met, and (2) any Performance Shares that have already
vested. All other
Performance Shares (and the related escrow account) will be
forfeited. If the
Performance Shares (and the related escrow account) remain
outstanding but not
yet vested as of the eighth anniversary of the Closing, they
shall be forfeited.
(d) Repurchase Right. Any (i) Common Parent Shares held by the
Executive as
a result of the vesting of New Parent Restricted Shares may be
repurchased by
the Company at any time during the two-year period following (x)
the date of
termination of employment in the event such Common Parent Shares
were vested as
of such termination and (y) the vesting of Common Parent Shares
in the event
such vesting occurred after the date of termination of
employment, and (ii)
Purchased Parent Shares may be repurchased by the Company at any
time following
the second anniversary of the date of termination of employment,
each at a price
per share equal to the Fair Market Value of such share as
determined on the date
of the most recent valuation prior to such termination,
provided, that Common
Parent Shares vesting after termination of employment shall be
purchased at a
price per share equal to the Fair Market Value of such share as
determined on
the date of the most recent valuation prior to the applicable
vesting event.
4.5 Termination by the Executive for Good Reason. (a) During the
Employment
Period, the Executive's employment with the Company may be
terminated by the
Executive for Good Reason, if the Executive provides the Company
with notice
within 90 days following the Executive's knowledge of the event
constituting
Good Reason. In the event that the Executive terminates his
employment with the
Company for Good Reason, the Executive shall be entitled to the
same payments
and benefits that he would have been entitled to receive under
Section 4.4 if
his employment had been terminated by the Company without Cause
and the Company
shall be entitled to the repurchase rights thereunder.
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(b) For purposes of this Agreement, the term "Good Reason" shall
mean any
of the following conditions or events without the Executive's
prior consent: (i)
a material diminution of the Executive's position or
responsibilities that is
inconsistent with the Executive's title (provided that (x) any
change in the
Executive's position or responsibilities that occurs as a result
of a corporate
transaction or (y) any change in the Executive's position or
responsibilities
pursua
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