Group 1 Automotive, Inc. (the Corporation), a corporation organized and existing
under the General Corporation Law of the State of Delaware (the DGCL), hereby certifies
as follows:
1. The original Certificate of Incorporation of the Corporation was filed with the Secretary
of State of the State of Delaware on December 20, 1995 under the name Sterling Automotive Group,
Inc. The Certificate of Incorporation of the Corporation was thereafter amended on December 12,
1996, amended and restated on February 10, 1997, and a Certificate of Designation of Series A
Junior Participating Preferred Stock of Group 1 Automotive, Inc. was filed on October 10, 1997
pursuant to Section 151 of the DGCL (as so amended and restated, the 1997 Restated Certificate
of Incorporation).
2. Pursuant to Sections 242 and 245 of the DGCL, this Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of the 1997 Restated
Certificate of Incorporation.
3. The 1997 Restated Certificate of Incorporation is hereby amended and restated in its
entirety to read as follows:
The following is a statement fixing certain of the designations and powers, voting powers,
preferences, and relative, participating, optional or other rights of the Preferred Stock and the
Common Stock of the Corporation, and the qualifications, limitations or restrictions thereof, and
the authority with respect thereto expressly granted to the Board of Directors of the Corporation
to fix any such provisions not fixed by this Certificate of Incorporation:
The Board of Directors is hereby expressly vested with the authority to adopt a resolution or
resolutions providing for the issuance of authorized but unissued shares of Preferred Stock, which
shares may be issued from time to time in one or more series and in such amounts as may be
determined by the Board of Directors in such resolution or resolutions. The powers, voting powers,
designations, preferences, and relative, participating, optional or other rights, if any, of each
series of Preferred Stock and the qualifications, limitations or restrictions, if any, of such
preferences and/or rights (collectively the Series Terms), shall be such as are stated
and expressed in a resolution or resolutions providing for the creation or revision of such Series
Terms (a Preferred Stock Series Resolution) adopted by the Board of Directors (or a
committee of the Board of Directors to which such responsibility is specifically and lawfully
delegated). The powers of the Board with respect to the Series Terms of a particular series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the distinctive designation of that
series, or any increase or decrease (but not below the number of shares thereof then
outstanding) in such number;
(b) The dividend rate or method of determining dividends on the shares of that series, any
conditions upon which such dividends shall be payable, and the date or dates or the method for
determining the date or dates upon which such dividends shall be payable, whether such
dividends, if any, shall be cumulative, and, if so, the date or dates from which dividends
payable on such shares shall accumulate, and the relative rights of priority, if any, of payment
of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion or exchange privileges with respect to shares
of any other class or classes of stock or of any other series of any class of stock, and, if so,
the terms and conditions of such conversion or exchange, including provision for adjustment of
the conversion or exchange rate upon occurrence of such events as the Board of Directors shall
determine;
(e) Whether the shares of that series shall be redeemable, and, if so, the price or prices
and the terms and conditions of such redemption, including their relative rights of priority, if
any, of redemption, the date or dates upon or after which they shall be redeemable, provisions
regarding redemption notices, and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption or purchase of shares
of that series, and, if so, the terms, conditions and amount of such sinking fund;
(g) The rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority,
if any, of payment of shares of that series;
(h) The conditions or restrictions upon the creation of indebtedness of the Corporation or
upon the issuance of additional Preferred Stock or other capital stock ranking on a parity
therewith, or prior thereto, with respect to dividends or distribution of assets upon
liquidation;
(i) The conditions or restrictions with respect to the issuance of, payment of dividends
upon, or the making of other distributions to, or the acquisition or redemption of, shares
ranking junior to the Preferred Stock or to any series thereof with respect to dividends or
distribution of assets upon liquidation; and
(j) Any other designations, powers, preferences, and rights, including, without limitation,
any qualifications, limitations, or restrictions thereof.
Any of the Series Terms, including voting rights, of any series may be made dependent upon
facts ascertainable outside the Certificate of Incorporation, as it may be amended and/or restated
from time to time (herein referred to as the Certificate of Incorporation) and the
Preferred Stock Series Resolution, provided that the manner in which such facts shall operate upon
such Series Terms is clearly and expressly set forth in the Certificate of Incorporation or in the
Preferred Stock Series Resolution.
Subject to the provisions of this Article Fourth, shares of one or more series of Preferred
Stock may be authorized or issued from time to time as shall be determined by and for such
consideration as shall be fixed by the Board of Directors (or a designated committee thereof), in
an aggregate amount not exceeding the total number of shares of Preferred Stock authorized by this
Certificate of Incorporation. The number of authorized shares of Preferred Stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote
of the holders of a majority of the outstanding shares of Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote of any such holder is
required pursuant to any Preferred Stock Series Resolution. Except in respect of series particulars
fixed by the Board of Directors as permitted hereby, all shares of Preferred Stock shall be of
equal rank and shall be identical. All shares of any one series of Preferred Stock so designated by
the Board of Directors shall be alike in every particular, except that shares of any one series
issued at different times may differ as to the dates from which dividends thereon shall be
cumulative.
(a) Subject to the provisions of any Preferred Stock Series Resolution, the Board of
Directors may, in its discretion, out of funds legally available for the payment of dividends
and at such times and in such manner as determined by the Board of Directors, declare and pay
dividends on the Common Stock of the Corporation. No dividend shall be declared or paid on any
share or shares of any class of stock or series thereof ranking on a parity with the Common
Stock in respect of payment of dividends for any dividend period unless there shall have been
declared, for the same dividend period, like proportionate dividends on all shares of Common
Stock then outstanding.
(b) In the event of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, after payment or provision for payment of the debts and other
liabilities of the Corporation and payment or setting aside for payment of any preferential
amount due to the holders of any other class or series of stock, the holders of the Common Stock
shall be entitled to receive ratably any or all assets remaining to be paid or distributed.
(c) Subject to any special voting rights set forth in any Preferred Stock Series
Resolution, the holders of the Common Stock of the Corporation shall be entitled at all meetings
of stockholders to one vote for each share of such stock held by them. Except as may be provided
in a Preferred Stock Series Resolution, the Common Stock shall have the exclusive right to vote
for the election of directors and for all other purposes, and holders of Preferred Stock shall
not be entitled to receive notice of any meeting of stockholders at which they are not entitled
to vote.
Whenever reference is made in this Article Fourth to shares ranking prior to another class
of stock or on a parity with another class of stock, such reference shall mean and include all
other shares of the Corporation in respect of which the rights of the holders thereof as to the
payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation are given preference over, or rank on
an equality with, respectively, the rights of the holders of such other class of stock. Whenever
reference is made to shares ranking junior to another class of stock, such reference shall mean
and include all shares of the Corporation in respect of which the rights of the holders thereof as
to the payment of dividends and as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation are junior and subordinate
to the rights of the holders of such other class of stock.
Except as otherwise provided herein or in any Preferred Stock Series Resolution, each series
of Preferred Stock ranks on a parity with each other and each ranks prior to Common Stock.
Written notice of any voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Corporation, stating payment date and the place where the distributable amounts
shall be payable, shall be given by mail, postage prepaid, not less than thirty (30) days prior to
the payment date stated therein, to the holders of record of the Preferred Stock, if any, at their
respective addresses as the same shall appear on the books of the Corporation.
The Corporation shall at all times reserve and keep available, out of its authorized but
unissued shares of Common Stock or out of shares of Common Stock held in its treasury, the full
number of shares of Common Stock into which any series of Preferred Stock having conversion
privileges from time to time outstanding are convertible.
Unless otherwise provided in a Preferred Stock Series Resolution with respect to a particular
series of Preferred Stock, all shares of Preferred Stock redeemed or acquired by the Corporation
(as a result of conversion or otherwise) shall be retired and restored to the status of authorized
but unissued shares.
No holder of shares of stock of the Corporation shall have any preemptive or other rights,
except as such rights are expressly provided by contract, to purchase or subscribe for or receive
any shares of any class, or series thereof, of stock of the Corporation, whether now or hereafter
authorized, or any warrants, options, bonds, debentures or other securities convertible into,
exchangeable for or carrying any right to purchase any shares of any class, or series thereof, of
stock; but such additional shares of stock and such warrants, options, bonds, debentures or other
securities convertible into, exchangeable for or carrying any right to purchase any shares of any
class, or series thereof, of stock may be issued or disposed of by the Board of Directors to such
persons, and on such terms and for such lawful consideration, as in its discretion it shall deem
advisable or as to which the Corporation shall have by binding contract agreed.
The Corporation shall be entitled to treat the person in whose name any share of its stock is
registered as the owner thereof for all purposes and shall not be bound to recognize any equitable
or other claim to, or interest in, such share on the part of any other person, whether or not the
Corporation shall have notice thereof, except as expressly provided by applicable law.
Subject to the rights of the holders of any series of Preferred Stock or any other series or
class of stock, as provided herein or in any Preferred Stock Series Resolution, to elect additional
directors under specific circumstances, the number of directors of the Corporation shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors then serving on the Board of Directors (including for
this purpose in such total any vacancies), but in no event shall the number of directors be fixed
at less than three. Election of directors need not be by written ballot unless the Bylaws so
provide.
The directors, other than those who may be elected by the holders of any series of Preferred
Stock or any other series or class of stock, as provided herein or in any Preferred Stock Series
Resolution, elected at and after the 2015 annual meeting of stockholders shall be elected for a
term expiring at the next succeeding annual meeting of stockholders and until such directors
successor shall have been duly elected and qualified, or until such directors earlier death,
resignation or removal. For the avoidance of doubt, any director elected prior to the 2015 annual
meeting of stockholders shall stand for election at the 2016 annual meeting of stockholders.
Subject to the rights of the holders of any series of Preferred Stock or any other series or
class of stock, as provided herein or in any Preferred Stock Series Resolution, to elect directors
under specific circumstances, any director may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of a majority of the voting power of the then
outstanding capital stock of the Corporation entitled to vote generally in the election of
directors (the Voting Stock), voting together as a single class.
The Bylaws may be altered or repealed and any new Bylaws may be adopted (a) at any annual or
special meeting of stockholders if notice of the proposed alteration, repeal or adoption of the new
Bylaw or Bylaws be contained in the notice of such annual or special meeting by the affirmative
vote of a majority of the stock issued and outstanding and entitled to vote thereat, voting
together as a single class, provided, however, that any proposed alteration or repeal of, or the
adoption of any Bylaw inconsistent with, Section 1, 3 or 4 of Article III of the Bylaws by the
stockholders shall require the affirmative vote of at least 80% of the stock issued and outstanding
and entitled to vote thereat, voting together as a single class, or (b) by the affirmative vote of
a majority of the members present at any regular meeting of the Board of Directors, or at any
special meeting of the Board of Directors, without any action on the part of the stockholders, if
notice of the proposed alteration, repeal or adoption of the new Bylaw or Bylaws be contained in
the notice of such regular or special meeting.
Any action required or permitted to be taken by the stockholders of the Corporation after the
date of the closing of the first public offering of Common Stock of the Corporation registered
under the Securities Act of 1933, as amended must be taken at an annual or special meeting of such
stockholders and may not be taken by any consent in writing of such stockholders. Special meetings
of the stockholders after the date set forth in the immediately preceding sentence for any purpose
or purposes shall be called only upon a request in writing therefor, stating the purpose or
purposes thereof, delivered to the Chairman of the Board, the President, or the Secretary, signed
by a majority of the directors, or by resolution of the Board of Directors.
No director shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty by such director as a director, except for liability (a) for
any breach of the directors duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any
transaction from which the director derived an improper personal benefit. Any amendment or repeal
of this Section I of this Article Sixth shall be prospective only, and neither the amendment nor
repeal of this Section I of this Article Sixth shall eliminate or reduce the effect of this Section
I of this Article Sixth in respect of any matter occurring, or any cause of action, suit or claim
that, but for this Section I of this Article Sixth would accrue or arise, prior to such amendment
or repeal. If the Delaware General Corporation Law hereafter is amended to authorize corporate
action further eliminating or limiting the liability of directors, then the liability of a director
of the Corporation, in addition to the limitation on personal liability provided herein, shall be
eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as
so amended from time to time.
|
|
|
|
|
|
|
|
Authorized Officer
Name: Beth Sibley
Title: Corporate Secretary
Authorized Officer
|
|
Name: |
|
|
Beth Sibley |
|
|
Title: |
|
|
Corporate Secretary |
EX-3.2
3
exhibit2.htm
EX-3.2
EX-3.2
Exhibit 3.2
SECOND AMENDED AND RESTATED BYLAWS
OF
GROUP 1 AUTOMOTIVE, INC.
(hereinafter called the Corporation)
May 19, 2015
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office shall be established and maintained at the
office of Capitol Services, Inc., in the City of Dover, in the County of Kent, in the State of
Delaware, and said corporation shall be the resident agent of this Corporation in charge thereof.
SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within or outside
of the State of Delaware, at such place or places as the Board of Directors may from time to time
designate or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. The annual meeting and all other meetings of the stockholders
shall be held at such place within or without the State of Delaware as shall be fixed by resolution
of the Board of Directors and stated in the notice of such meeting or waiver thereof. In lieu of
holding a meeting of stockholders at a designated place, the Board of Directors may, in its sole
discretion, determine that any meeting of stockholders may be held solely by means of remote
communication.
SECTION 2. ANNUAL ELECTION OF DIRECTORS. The annual meeting of stockholders for the election
of directors and the transaction of other business shall be held each year on such date and at such
time as may be fixed by resolution of the Board of Directors.
SECTION 3. VOTING. All elections of directors shall be decided by plurality votes. All other
questions submitted to the stockholders shall be decided by the affirmative vote of a majority of
the votes cast with respect thereto, except as otherwise provided by the Certificate of
Incorporation, these Bylaws or the General Corporation Law of the State of Delaware (the DGCL).
SECTION 4. QUORUM. Except as otherwise required by law, by the Certificate of Incorporation
or by these Bylaws, the presence, in person or by proxy, of stockholders holding a majority of the
stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the
stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. No notice of the time and place of
adjourned meeting need be given if (a) the time and place, if any, thereof, and (b) the means of
remote communication, if any, by which stockholders and proxy holders may be deemed to be present
in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is
taken. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted which might have been transacted at the meeting as
originally noticed, but only those stockholders entitled to vote at the meeting as originally
noticed shall be entitled to vote at any adjournment or adjournments thereof.
SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or
purposes shall be called only upon a request in writing therefor, stating the purpose or purposes
thereof, delivered to the Chairman of the Board, the President, or the Secretary, signed by a
majority of the directors, or by resolution of the Board of Directors. No business other than that
stated in the notice shall be transacted at any special meeting.
SECTION 6. NOTICE OF MEETINGS. Written or printed notice, stating the place and time of any
meeting of the stockholders of the Corporation and the means of remote communication, if any, by
which stockholders and proxy holders may be deemed present in person and vote at such meeting, and
the general nature of the business to be considered, shall be given by the Secretary to each
stockholder entitled to vote thereat, at such stockholders address as it appears on the stock
transfer books of the Corporation, at least ten days but not more than 60 days before the meeting.
Without limiting the manner by which notice otherwise may be given to stockholders, any notice to
stockholders may be given by electronic transmission in the manner provided by Sections 222 and 232
of the DGCL. Meetings may be held without notice if all stockholders entitled to vote are present
(without being present for the purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or convened), or if notice
is waived by those not present in accordance with Article V, Section 8 of these bylaws. The Board
may cancel, reschedule or postpone any previously scheduled annual or special meeting.
SECTION 7. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by the stockholders may
be made at an annual meeting of stockholders (a) pursuant to the Corporations notice of meeting,
(b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation
who was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is
entitled to vote at such meeting and who complies with the notice procedures set forth in this
Bylaw.
(2) For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (c) of paragraph (A)(1) of Section 7 of this Bylaw, the stockholder
must have given timely notice thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for stockholder action. To be timely, a stockholders
notice shall be delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 70th day, nor earlier than the close of business on the
90th day, prior to the first anniversary of the preceding years annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 20 days before or more than 70
days after such anniversary date, notice by the stockholder to be timely must be so delivered not
earlier than the close of business on the 90th day prior to such annual meeting and not later than
the close of business on the later of the 70th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholders notice as described above. Such
stockholders notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the Exchange Act), and Rule 14a-11 thereunder (including such
persons written consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes to bring before
the meeting, a brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in such business of
such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such stockholder, as they appear on the
Corporations books, and of such beneficial owner and (ii) the class or series and number of shares
of the Corporation which are owned beneficially and of record by such stockholder and such
beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of Section 7 of this
Bylaw to the contrary, in the event that the number of directors to be elected to the Board of
Directors of the Corporation is increased and there is no public announcement by the Corporation
naming all of the nominees for director or specifying the size of the increased Board of Directors
at least 80 days prior to the first anniversary of the preceding years annual meeting, a
stockholders notice required by this Bylaw shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement of the increased Board
is first made by the Corporation.
(4) Notwithstanding anything in the second sentence of paragraph (A)(2) of Section 7 of this
Bylaw to the contrary, in the event that the number of directors to be elected to the Board of
Directors of the Corporation is increased and there is no public announcement by the Corporation
naming all of the nominees for director or specifying the size of the increased Board of Directors
at least 80 days prior to the first anniversary of the preceding years annual meeting, a
stockholders notice required by this Bylaw shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement of the increased Board
is first made by the Corporation.
(B) Special Meetings of Stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant to the Corporations
notice of meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to the Corporations
notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the
Board of Directors has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this Bylaw. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of Directors, any such
stockholder may nominate a person or persons (as the case may be), for election to such position(s)
as specified in the Corporations notice of meeting, if the stockholders notice required by
paragraph (A)(2) of this Bylaw shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the 90th day prior to such
special meeting and not later than the close of business on the later of the 70th day prior to such
special meeting or the 10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholders notice as described above.
(C) General. (1) Only such persons who are nominated in accordance with the procedures set
forth in this Bylaw shall be eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Bylaw. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the meeting was made
or proposed, as the case may be, in accordance with the procedures set forth in this Bylaw and, if
any proposed nomination or business is not in compliance with this Bylaw, to declare that such
defective proposal or nomination shall be disregarded.
(2) For purposes of this Bylaw, public announcement shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable national news service or in
a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the Corporations proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.
SECTION 8. NO STOCKHOLDER ACTION BY WRITTEN CONSENT. Any action required or permitted to be
taken by the stockholders of the Corporation after the date of the closing of the first public
offering of Common Stock of the Corporation registered under the Securities Act of 1933, as amended
must be taken at an annual or special meeting of such stockholders and may not be taken by any
consent in writing of such stockholders.
SECTION 9. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS. The Board of Directors by
resolution shall appoint, or authorize an officer of the Corporation to appoint, one or more
inspectors, which inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents, or representatives
of the Corporation, to act at any meeting of the stockholders and make a written report thereof.
One or more persons may be designated as alternate inspector(s) to replace any inspector who fails
to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates
who have been appointed are unable to act, at a meeting of stockholders, the chairman of the
meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before
discharging his or her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her ability. The
inspector(s) shall have the duties prescribed by the DGCL.
The chairman or the secretary of the meeting shall fix and announce at the meeting the date
and time of the opening and the closing of the polls for each matter upon which the stockholders
will vote at the meeting.
SECTION 10. MEETINGS BY REMOTE COMMUNICATION. If authorized by the Board of Directors, and
subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and
proxy holders not physically present at a meeting of stockholders may, by means of remote
communication, participate in the meeting and be deemed present in person and vote at the meeting,
whether such meeting is to be held in a designated place or solely by means of remote
communication, provided that (1) the Corporation shall implement reasonable measures to verify that
each person deemed present and permitted to vote at the meeting by means of remote communication is
a stockholder or proxy holder, (2) the Corporation shall implement reasonable measures to provide
such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to
vote on matters submitted to the stockholders, including the opportunity to read or hear the
proceedings in the meeting substantially concurrently with such proceedings and (3) if the
stockholder or proxy holder votes or takes other action at the meeting by means of remote
communication, a record of such vote or other action shall be maintained by the Corporation.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. Subject to the rights of the holders of any series of Preferred
Stock or any other series or class of stock to elect additional directors under specific
circumstances, the number of directors of the Corporation shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total
number of directors then serving on the Board of Directors (including for this purpose in such
total any vacancies), but in no event shall the number of directors be fixed at less than three.
Except as otherwise required by law or required or permitted by the certificate of
incorporation of the Corporation or these Bylaws, the directors, other than those who may be
elected by the holders of any series of Preferred Stock or any other series or class of stock,
shall be elected at the annual meeting of stockholders, and each director so elected shall serve
until the next annual meeting of stockholders and until such directors successor is duly elected
and qualified or until such directors earlier death, resignation or removal. All directors shall
be elected by a plurality vote of all votes cast of each class or series of stock entitled to vote
in the election of directors, if any such class or series is entitled to vote separately as a
class.
SECTION 2. RESIGNATION. Any member of the Board of Directors or of any committee thereof may
resign at any time. Such resignation shall be made in writing or by electronic transmission and
shall take effect at the time specified therein, and if no time be specified, at the time of its
receipt by the Chairman of the Board or the Secretary. The acceptance of a resignation shall not be
necessary to make it effective.
SECTION 3. VACANCIES. Subject to the rights of the holders of any series of Preferred Stock
or any other series or class of stock to elect directors under specified circumstances, and unless
the Board of Directors otherwise determines, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly created directorships
resulting from any increase in the authorized number of directors, may be filled only by the
affirmative vote of a majority of the remaining directors, even if less than a quorum of the Board
of Directors. Directors so chosen shall hold office for a term expiring at the annual meeting of
stockholders and until such directors successors shall have been duly elected and qualified. No
decrease in the number of authorized directors shall shorten the term of any incumbent director.
SECTION 4. REMOVAL. Except as otherwise provided by the certificate of incorporation or
applicable law, and subject to the rights of the holders of any series of Preferred Stock or any
other series or class of stock to elect directors under specific circumstances, any director may be
removed from office at any time, but only for cause and only by the affirmative vote of the holders
of a majority of the voting power of the then outstanding capital stock of the Corporation entitled
to vote generally in the election of directors (the Voting Stock), voting together as a single
class.
SECTION 5. POWERS. The Board of Directors shall exercise all of the powers of the
Corporation except such as are by law, by the Certificate of Incorporation of the Corporation, or
by these Bylaws conferred upon or reserved to the stockholders.
SECTION 6. COMMITTEES. The Board of Directors may by resolution or resolutions, passed by a
majority of the whole Board, designate one or more committees, each committee to consist of two or
more of the directors of the Corporation which, to the extent provided in said resolution or
resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation and may have power to authorize the
seal of the Corporation to be affixed to all papers which may require it. In addition to the
regular members of each committee, the Board may designate one or more alternate members who may
replace any absent or disqualified member at any meeting of the committee. In the event of the
absence or disqualification of any member of such committee, or committees, at a time when the
Board is not in session, the members of the committee present at any meeting and not disqualified
from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names as may be stated in
these Bylaws or as may be determined from time to time by resolution adopted by the Board of
Directors. The chairman of each such committee, unless otherwise provided by the Board of Directors
in such resolution or resolutions designating such committee, shall be elected by a majority of the
members of each such committee and whenever any change shall be made in the membership of any such
committee, a new chairman shall be elected in the same manner. The committees shall keep regular
minutes of their proceedings and report the same to the Board when required.
SECTION 7. MEETINGS. After each annual meeting of stockholders, the newly elected directors
may hold their first meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after such annual meeting of the stockholders, or the time and place
of such meeting may be fixed by consent in writing of all the directors.
Regular meetings of the directors may be held without notice at such places and times as shall
be determined from time to time by the Board of Directors.
Special meetings of the Board may be called (i) by the Chairman of the Board, (ii) by the
President, or (iii) by the Secretary on the written request of the Chairman of the Board or
directors constituting a majority of the Board upon notice to each director and shall be held at
such places and time as shall be determined by the directors, or as shall be stated in the call of
the meeting.
Members of the Board of Directors or any committee designated by such Board may, with the
consent of the Chairman of the Board or the President, participate in a meeting of such Board or
committee by means of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all the members of the Board or committee, as
the case may be, consent thereto in writing, and the writings are filed with the minutes of
proceedings of the Board or committee.
SECTION 8. QUORUM. A majority of the whole Board of Directors shall constitute a quorum for
the transaction of business. If at any meeting of the Board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement at the meeting
which shall be so adjourned.
SECTION 9. COMPENSATION. Directors shall not receive any stated salary for their services as
directors or as members of committees, but by resolution of the Board a fixed annual fee and a
fixed fee for attendance at each meeting of the Board or any committee thereof shall be
established. In addition, a fixed annual or other fee may be paid for specified services to the
Board, including service as chairman of a committee of the Board. Expenses of attendance at any
such meeting may be reimbursed. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity, whether as an officer, agent or
otherwise, and receiving compensation therefor.
SECTION 10. ADVISORY DIRECTORS. The Board of Directors may elect one or more advisory
directors who shall have such powers and shall perform such duties as the directors shall assign to
them. Advisory directors shall, upon election, serve until the next annual meeting of stockholders.
Advisory directors shall receive notices of all meetings of the Board of Directors in the same
manner and at the same time as the directors. They shall attend said meetings referred to in said
notices in an advisory capacity, but will not cast a vote or be counted to determine a quorum. Any
advisory directors may be removed either with or without cause, by a majority of the directors at
the time in office, at any regular or special meeting of the Board of Directors.
Advisory directors shall not receive any stated salary for their services as advisory
directors, but by resolution of the Board of Directors a fixed annual fee and a fixed fee for
attendance at each meeting of the Board or any committee thereof shall be established. Expenses of
attendance at any such meeting may be reimbursed. Nothing herein contained shall be construed to
preclude any advisory director from serving the Corporation in any other capacity, whether as an
officer, agent or otherwise, and receiving compensation therefor.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of a Chief Executive
Officer, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board
of Directors, a President, one or more Chief Operating Officers, one or more Vice Presidents (one
or more of whom may be designated Executive or Senior Vice President), one or more Assistant
Secretaries, and one or more Assistant Treasurers. The Board of Directors may designate the
Chairman of the Board as executive Chairman of the Board, in which case such person shall be an
officer of the Corporation. Except as may otherwise be provided in the resolution of the Board of
Directors choosing him or her, no officer need be a director. Except as may be limited by law, any
number of offices may be held by the same person, as the directors may determine.
Unless otherwise provided for in the resolution choosing him or her, each officer shall be
chosen for a term that shall continue until the meeting of the Board of Directors following the
next annual meeting of stockholders and until his or her successor shall have been chosen and
qualified.
All officers of the Corporation shall have authority and perform such duties as shall be
prescribed in the Bylaws or in the resolutions of the Board of Directors designating and choosing
such officers and shall have such additional authority and duties as are incident to their office
except to the extent that the Bylaws or such resolutions may be inconsistent therewith. Any officer
may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be
filled by the Board of Directors.
SECTION 2. THE CHAIRMAN OF THE BOARD. The Board of Directors shall elect a Chairman of the
Board from the members of the Board of Directors. The Board of Directors shall designate whether
such Chairman of the Board is either a non-executive Chairman of the Board, or an executive
Chairman of the Board. Subject to the control vested in the Board of Directors by statute, by the
Certificate of Incorporation, or by these Bylaws, the Chairman of the Board shall preside at all
meetings of the stockholders and the Board of Directors; and in general, shall perform all duties
incident to the office of the Chairman of the Board and such other duties as from time to time may
be assigned to him by the Board of Directors. References in these Bylaws to Chairman of the Board
shall mean non-executive Chairman of the Board or executive Chairman of the Board, as designated by
the Board of Directors.
SECTION 3. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers
and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by the Board of
Directors. The Chief Executive Officer may appoint key executives to the position of staff vice
president. Such staff vice presidents shall not be corporate officers and shall exercise such
powers and perform such duties as are assigned to them by the Chief Executive Officer or the
President, if any, or by any other officer of the Corporation designated for such purpose by the
Chief Executive Officer or President.
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. The shares of the Corporations stock may be certificated
or uncertificated, as provided under the DGCL, and shall be entered in the books of the Corporation
and registered as they are issued. Any certificates representing shares of stock shall be in such
form as the Board of Directors shall prescribe, certifying the number and class of shares of the
stock of the Corporation owned by the shareholder, affixed with the seal of the Corporation, signed
by the Chairman of the Board of Directors, the President or any Vice President, and the Treasurer
or any Assistant Treasurer, or Secretary or an Assistant Secretary. When such certificates are
signed by either (1) a transfer agent other than the Corporation or its employee or (2) a registrar
other than the Corporation or its employee, the signatures of such officers of the Corporation may
be facsimiles.
Within a reasonable time after the issuance or transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice that shall set forth the
name of the Corporation, that the Corporation is organized under the DGCL, the name of the
shareholder, the number and class (and the designation of the series, if any) of the shares
represented, and any restrictions on the transfer or registration of such shares of stock imposed
by the Corporations articles of incorporation, these Bylaws, any agreement among shareholders or
any agreement between shareholders and the Corporation.
SECTION 2. LOST CERTIFICATES. A new certificate or certificates of stock or evidence of the
issuance of uncertificated shares may be issued in the place of any certificate or certificates
theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors
may, in their discretion, require the owner of the lost or destroyed certificate, or such owners
legal representative, to give the Corporation a bond, in such sum as they may direct to indemnify
the Corporation against any claim that may be made against it on account of the alleged loss of any
such certificate or the issuance of any such new certificate or evidence of uncertificated shares.
SECTION 3. TRANSFER OF SHARES. Upon surrender to the Corporation of a certificate for
shares, properly endorsed, or evidence of the issuance of uncertificated shares, the Corporation
shall, subject to applicable law, issue a new certificate or evidence of the issuance of
uncertificated shares to the transferee, cancel any old certificate, and record the transaction on
the Corporations books. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all purposes, and the
Corporation shall not be bound to recognize any equitable or other claim thereto on the part of any
other person.
Upon the receipt of proper transfer instructions from the registered owner of uncertificated
shares, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificated
shares or of certificated shares shall be made to the person entitled thereto, and the transaction
shall be recorded upon the Corporations books. If the Corporation has a transfer agent or
registrar acting on its behalf, the signature of any officer or representative thereof may be in
facsimile.
SECTION 4. REGULATIONS. The Board of Directors may make such rules and regulations as it may
deem expedient concerning the issue, transfer, and registration of certificates of stock or
uncertificated shares of stock of the Corporation.
SECTION 5. RECORD DATE. The Board of Directors may fix in advance a date, not more than 60
days nor less than 10 preceding any action, including, without limitation, the date of the payment
of any dividend or the date of the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the determination of the
stockholders entitled to notice of, or to vote at, any meeting of stockholders with respect
thereto, or entitled to receive payment of any such dividend or to any such allotment of rights or
to exercise the rights in respect of any such change, conversion or exchange of capital stock, or
for the purpose of any lawful action, and in such case such stockholders only as shall be
stockholders of record on the date so fixed shall be entitled to such notice of, or to vote at,
such meeting, or to receive payment of such dividend or to receive such allotment of rights or to
exercise such rights as the case may be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.
SECTION 6. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, the
Board of Directors may, in its discretion, out of funds legally available for the payment of
dividends and at such times and in such manner as determined by the Board of Directors, declare and
pay dividends upon the capital stock of the Corporation. Before declaring any dividend there may be
set apart out of any funds of the Corporation available for dividends, such sum or sums as the
directors from time to time in their discretion deem proper for working capital or as a reserve
fund for meeting contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the Corporation.
SECTION 7. SEAL. The corporation seal shall be circular in form and shall contain the name
of the Corporation, the year of its creation and the words CORPORATE SEAL DELAWARE. Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 8. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these Bylaws to
be given, personal notice is not required unless expressly so stated, and unless so stated such
notice so required shall be deemed to be sufficient if given by depositing the same in a post
office box in a sealed post-paid wrapper or by transmittal by telex or facsimile, addressed to the
person entitled thereto at his or her last known post office address or telex or facsimile number,
and such notice shall be deemed to have been given on the day and at the time of such mailing or
transmission. Stockholders not entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by law.
Whenever any notice is required to be given under the provisions of any law, or under the
provisions of the Certificate of Incorporation of the Corporation or these Bylaws, waiver thereof
in writing, signed by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 9. ELECTRONIC TRANSMISSIONS. For purposes of these bylaws, electronic transmission
means any form of communication, not directly involving the physical transmission of paper, which
creates a record that may be retained, retrieved, and reviewed by a recipient, and that may be
directly reproduced in paper form by such recipient through an automated process.
ARTICLE VI
AMENDMENTS
These Bylaws may be altered or repealed and new Bylaws may be adopted (1) at any annual or
special meeting of stockholders if notice of the proposed alteration, repeal or adoption of the new
Bylaw or Bylaws be contained in the notice of such annual or special meeting by the affirmative
vote of a majority of the stock issued and outstanding and entitled to vote thereat, voting
together as a single class, provided, however, that any proposed alteration or repeal of, or the
adoption of any Bylaw inconsistent with, Section 1, 3 or 4 of Article III hereof by the
stockholders shall require the affirmative vote of at least 80% of the stock issued and outstanding
and entitled to vote thereat, voting together as a single class, or (2) by the affirmative vote of
a majority of the members present at any regular meeting of the Board of Directors, or at any
special meeting of the Board of Directors, without any action on the part of the stockholders, if
notice of the proposed alteration, repeal or adoption of the new Bylaw or Bylaws be contained in
the notice of such regular or special meeting.
ARTICLE VII
FORUM FOR ADJUDICATION OF DISPUTES
Unless a majority of the Board of Directors, acting on behalf of the Corporation, consents in
writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
(or, if the Court of Chancery does not have jurisdiction, another state court located within the
State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the
federal district court for the District of Delaware) shall be the sole and exclusive forum for (i)
any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting
a claim of breach of a fiduciary duty owed by any director, officer or other employee of the
Corporation to the Corporation or the Corporations stockholders, (iii) any action asserting a
claim against the Corporation or any of its directors, officers or other employees arising pursuant
to any provision of the DGCL, these Bylaws or (iv) any action asserting a claim against the
Corporation or any of its directors, officers or other employees governed by the internal affairs
doctrine of the State of Delaware, in all cases subject to the courts having personal jurisdiction
over all indispensible parties named as defendants. If any action the subject matter of which is
within the scope of the immediately preceding sentence is filed in a court other than a court
located within the State of Delaware (a Foreign Action) in the name of any stockholder, such
stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and
federal courts located within the State of Delaware in connection with any action brought in any
such court to enforce the immediately preceding sentence (an Enforcement Action) and (b) having
service of process made upon such stockholder in any such Enforcement Action by service upon such
stockholders counsel in the Foreign Action as agent for such stockholder. Any person or entity
purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall
be deemed to have notice of and consented to the provisions of this Article VII.
[SIGNATURE PAGE FOLLOWS]Adopted as of the 19th day of May, 2015, by the
undersigned, being the directors of the Corporation, and may be executed in counterparts.
|
|
|
/s/ John L. Adams
|
|
/s/ Stephen D. Quinn |
|
|
|
John L. Adams
|
|
Stephen D. Quinn |
/s/ Doyle L. Arnold
|
|
/s/ J. Terry Strange |
|
|
|
Doyle L. Arnold
|
|
J. Terry Strange |
/s/ Earl J. Hesterberg
|
|
/s/ Max P. Watson, Jr. |
|
|
|
Earl J. Hesterberg
|
|
Max P. Watson, Jr. |
/s/ Lincoln da Cunha Pereira Filho
|
|
/s/ MaryAnn Wright |
|
|
|
Lincoln da Cunha Pereira Filho
|
|
MaryAnn Wright |
The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the
Second Amended and Restated Bylaws of the Corporation as adopted by the Board on the
19th day of May 2015.
/s/ Beth Sibley
Beth Sibley, Corporate Secretary
EX-10.1
4
exhibit3.htm
EX-10.1
EX-10.1
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (Agreement) is entered into between Group 1 Automotive, Inc.
(Employer), and Earl J. Hesterberg (Employee), effective as of May 19, 2015 (the Effective
Date).
RECITALS
WHEREAS, Employer and Employee previously entered into an employment agreement dated September
8, 2010, as amended February 27, 2012 (the Prior Employment Agreement) and they desire to
continue the employment relationship without interruption under the following terms and supersede
the Prior Employment Agreement in its entirety.
WHEREAS, Employee has made the following representations to Employer, and Employer is relying
upon such representations: (i) the Employee is currently employed by Employer pursuant to the Prior
Employment Agreement and Non-Compete Agreement; (ii) Employee is not subject to any non-compete or
other provision in any other agreement to which he is a party that would restrict his ability to
perform his obligations under this Agreement; and (iii) Employee is not bound by the terms of any
other agreement that would prevent him from performing his obligations under this Agreement.
WHEREAS, simultaneously with the execution of this Agreement, Employer and Employee will
execute a further Non-Compete Agreement (Non-Compete Agreement) which shall continue Employees
non-competition obligations to Employer and nothing herein shall affect the enforceability of
either the prior non-compete agreement or the Non-Compete Agreement.
AGREEMENT
For and in consideration of the mutual promises, covenants, and obligations contained herein,
Employer and Employee agree as follows:
1.1. Agreement to Employ. Employer shall employ Employee, and Employee shall be
employed by Employer, beginning on the Effective Date and continuing throughout the Term (as
defined below) of this Agreement, subject to the terms and conditions of this Agreement and the
Non-Compete Agreement.
1.2. Position and Responsibilities. Employee shall serve as Chief Executive Officer
of Employer. Employee shall perform diligently the duties and services appertaining to such
position as reasonably determined by the Board of Directors of Employer, as well as such additional
duties and services appropriate to such position which Employee from time to time may be reasonably
directed to perform by the Board of Directors of Employer. Employee shall at all times comply with
and be subject to such reasonable policies and procedures as the Board of Directors of Employer may
establish from time to time, which shall not be contrary to the terms of this Agreement. Employee
shall devote Employees full business time, energy, and best efforts to the business and affairs of
Employer. Employee shall not engage, directly or indirectly, in any other business, investment, or
activity that interferes with Employees performance of Employees duties hereunder, is contrary to
the interests of Employer or any of its subsidiaries or affiliates, or requires any significant
portion of Employees business time; provided, however, that Employee may engage in passive
personal investments that do not conflict with the business and affairs of Employer or any of its
subsidiaries or affiliates or interfere with Employees performance of his duties hereunder.
Employee shall not be required to perform any illegal activity or to sign-off on any materially
inappropriate financial statement or acknowledgement in the course of the performance of his duties
hereunder and any request by Employer that Employee violate the provisions of this sentence shall
be deemed to be a material breach of Employers obligations under this Agreement.
1.3. Fiduciary Duties. Employee acknowledges and agrees that Employee owes a
fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of
Employer or any of its subsidiaries or affiliates and to do no act which would be inconsistent with
those duties. In keeping with these duties, Employee shall make full disclosure to Employer of all
business opportunities pertaining to Employers business and shall not appropriate for Employees
own benefit business opportunities concerning the subject matter of the fiduciary relationship.
1.4. Conflicts of Interest. Any direct or indirect interest of Employee in
connection with, or benefit received by the Employee from, any outside activities, particularly
commercial activities, which might in any way adversely affect Employer, or any of its affiliates,
shall be deemed to be a conflict of interest. In keeping with Employees fiduciary duties to
Employer, Employee shall not knowingly become involved in a conflict of interest with Employer, or
its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee
agrees that Employee shall disclose to Employers Vice President, General Counsel and the audit
committee of the Employers board of directors (the Board) any facts which might involve such a
conflict of interest that has not been approved by the Board. The Employers determination as to
whether a conflict of interest exists shall be conclusive absent manifest error; but this standard
shall not apply to, nor shall any determination under this Section 1.4 affect, any issue that may
arise as to the existence of cause under Section 3.2(i). Employer reserves the right to take
such action as, in its judgment, will resolve the conflict, as long as such action is not contrary
to the terms of this Agreement.
2. |
|
COMPENSATION AND BENEFITS |
2.1. Base Salary. Employees base salary shall be $1,100,000.00 per annum,
retroactive to January 1, 2015, and shall be paid in semi-monthly installments in accordance with
Employers standard payroll practice. Employees base salary may be increased from time to time by
Employer and, after any such increase, Employees new level of base salary shall be Employees base
salary for purposes of this Agreement until the effective date of any subsequent change. At any
time, Employees base salary shall not be reduced other than pursuant to a reduction that is
applied to substantially all other executive officers of Employer and that is no greater than the
percentage applied to substantially all other executive officers.
2.2. Annual Incentive Compensation Program. Employees bonus shall be determined by
the compensation committee of the Board (the Compensation Committee) in its sole discretion in
accordance with the terms of Employers Annual Incentive Compensation Program. Notwithstanding the
foregoing, Employee shall receive, no later than March 31st of each calendar year, his
Annual Incentive Compensation Program outlining his potential bonus calculations and performance
criteria to achieve such discretionary bonus for such calendar year. Any payments made pursuant to
the Annual Incentive Compensation Program shall be made on or before March 15th of the year
following the year in which the services giving rise to such bonus award were performed, after the
release of earnings for the performance period in which the services giving rise to such bonus
award were performed.
2.3. Long-Term Incentive Compensation.
|
(i) |
|
Initial Grant. The terms of this Agreement shall not affect the existing terms
or conditions of any grants previously issued to Employee. |
|
(ii) |
|
Additional Grants. Employee shall be eligible to receive additional grants
under Employers 2014 Long Term Incentive Plan, or any successor plans, in such amounts
as determined in the sole discretion of the Compensation Committee, including grants of
options, Restricted Stock, or Restricted Stock Units. The Employer will vest all
unvested grants that have not previously vested on or before the Employees date of
termination, upon Employees completion of the Term or Subsequent Term of this
Agreement or resignation during Subsequent Term, and satisfaction of all
post-employment obligations set forth in Section 1 of the Non-Compete Agreement. Any
such termination after completion of the Term of this Agreement will be treated as a
planned retirement as defined in the 2007 LTIP Award Agreement or a qualified
retirement as defined in the 2014 LTIP Restricted Stock Agreement, if applicable. |
|
(iii) |
|
Options. If Employee is granted stock options, Employee shall enter into a
separate written stock option agreement pursuant to which Employee shall be granted the
option to acquire common stock of Employer subject to the terms and conditions of
Employers 2014 Long Term Incentive Plan, or any successor plan, and the stock option
agreement entered into thereunder. The number of shares, exercise price per share and
other terms of the options shall be as specified in such other written agreement,
unless modified specifically herein. The Employer will vest all unvested grants that
have not previously vested on or before the Employees date of termination, upon
Employees completion of the term of this Agreement or whenever he chooses to resign
thereafter, and satisfaction of all post-employment obligations set forth in Section 1
of the Non-Compete Agreement. Any such termination after completion of the Term of
this Agreement will be treated as a planned retirement as defined in the 2007 LTIP
Award Agreement or a qualified retirement as defined in the 2014 LTIP Restricted
Stock Agreement, if applicable. If any stock options granted during employment expire
during the period of post-employment obligations, then Employee shall be entitled to
exercise the options for a period of ninety (90) days following the satisfaction of all
post-employment obligations. |
|
(iv) |
|
Condition of Grants. The rights and liabilities of Employer and Employee
regarding entitlement to, and vesting of any long-term incentive compensation granted
pursuant to this Agreement shall be conditioned and dependent on the Employees consent
and agreement to the promises set forth in the Non-Compete Agreement and Section 5 of
this Agreement. In the event that any provision set forth in the Non-Compete Agreement
is violated, Employer shall have the right, among other remedies, to demand forfeiture
of any cash and equity grants awarded or vested during the twelve (12) months prior to
such violation or declaration. |
2.4. Benefits and Vacation. While employed by Employer, Employee shall be allowed
to participate, on the same basis generally as other executive level employees of Employer, in all
general and executive level employee benefit plans and programs, including improvements or
modifications of the same, which on the Effective Date or thereafter are made available by Employer
to all or substantially all of Employers employees. Such benefits, plans, and programs may
include, without limitation, medical, health, vision and dental care, life insurance, disability
protection, deferred compensation and retirement plans. Employer will furnish Employee two
demonstrator vehicles of Employees choice. Additional perquisites must be approved by the
Board. Nothing in this Agreement is to be construed or interpreted to provide greater rights,
participation, coverage, or benefits under such benefit plans or programs than provided to
similarly situated employees pursuant to the terms and conditions of such benefit plans and
programs. In addition, Employer may furnish to Employee executive benefit plans and programs that
are not generally available to all other employees, including, without limitation, Employers
Deferred Compensation Plan, Executive Long-Term Disability Plan, and executive life insurance
programs.
2.5. Business Expenses. Employee shall be entitled to incur, and be reimbursed for,
all reasonable out-of-pocket business expenses incurred in the performance of Employees duties on
behalf of Employer. Employer shall reimburse Employee for such expenses, in accordance with
Employers policies regarding reimbursement of expenses (which policies will comply with Treasury
Regulation § 1.409A-3(i)(1)(iv)), subject to the Employee presenting appropriate supporting
documents regarding such expenses as required by such policies.
2.6. Benefit Obligations. Employer shall not by reason of this Section 2 be
obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any
incentive compensation or employee benefit program or plan, so long as such actions are similarly
applicable to other covered employees generally. Moreover, unless specifically provided for in a
written plan document adopted by the Board or the Compensation Committee, none of the benefits or
arrangements described in this Section 2 shall be secured or funded in any way, and each shall
instead constitute an unfunded and unsecured promise to pay money in the future exclusively from
the general assets of Employer and its subsidiaries and affiliates.
2.7. Taxes. Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes as may be required pursuant
to any law or governmental regulation or ruling.
3. |
|
TERM OF THIS AGREEMENT, EFFECT OF EXPIRATION OF TERM, AND TERMINATION PRIOR TO
EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION |
|
3.1. Term. The term of this Agreement shall commence on the Effective Date and
continue for three (3) years thereafter (the Term), unless earlier terminated as provided for
herein. The Agreement shall automatically renew for additional terms of one year (Subsequent
Term(s)) until either Employee or Company issues a written notice of non-renewal. The notice of
non-renewal shall be issued no less than one year prior to conclusion of the Term or final
Subsequent Term. Upon termination of such employment by either Employer or Employee for
any reason whatsoever, (i) all compensation benefits to Employee shall cease and terminate (except
Employee shall be entitled to pro rata salary through the date of such termination and all equity
grants that have not vested prior to termination will be vested upon successful satisfaction of
post-employment obligations), and (ii) Employee shall be entitled to a pro rata bonus through the
date of such termination, calculated in accordance with the Employers Incentive Compensation Plan
and paid in a single lump sum payment at the later of (1) the first day of the seventh month
following the Employees Separation from Service (as defined in Section 3.12), or (2) March 15th of
the year following the year in which Separation from Service occurred, after the release of
earnings for the year in which Separation from Service occurred. Other than payment of the pro
rata salary and pro rata bonus as set forth in this Section 3.1, subject to the following sentence,
Employee shall not be entitled to any other compensation as a result of voluntary or involuntary
termination of employment, except as otherwise provided herein. Employer shall have the option of
paying Employee for part or all of the oneyear notice period in lieu of providing part or all of
the notice. Any such payment in lieu of notice shall be payable in a lump sum payment on the first
day of the seventh month following the Employees Separation from Service.
3.2. Termination by Employer. Notwithstanding any other provisions of this
Agreement, Employer shall have the right to terminate Employees employment under this Agreement at
any time, including during the Term, for any of the following reasons:
|
(i) |
|
For cause, which, as used in this Section 3.2(i), shall mean any of the
following; (a) the Employees conviction or plea of nolo contendere to a felony or a
crime involving moral turpitude; (b) the Employees breach of any material provision of
either this Agreement, the Employee Handbook, Employers Code of Conduct, or the Code
of Ethics for Specified Officers of Employer signed by Employee; (c) the Employees
using for his own benefit any confidential or proprietary information of Employer, or
willfully divulging for his benefit such information; (d) the Employees (1) fraud or
(2) misappropriation or theft of any of the Employers funds or property; or (e) the
Employees willful refusal to perform his duties or gross negligence, provided that
Employer, before terminating Employee under subsection (b) or (e) must first give
written notice to Employee of the nature of the alleged breach or refusal and must
provide the Employee with a minimum of fifteen (15) days to correct the problem and,
provided further, before terminating Employee for purported gross negligence Employer
must give written notice that explains the alleged gross negligence in detail and must
provide Employee with a minimum of twenty (20) days to correct the problem, unless
correction is inherently impossible; |
|
(ii) |
|
For any other reason whatsoever, including termination without cause, in the
sole discretion of Employers Board of Directors; |
|
(iii) |
|
Upon Employees death; or |
|
(iv) |
|
Upon Employees becoming incapacitated by accident, sickness, or other
circumstance which in the reasonable opinion of a qualified doctor approved by the
Board renders him mentally or physically incapable of performing the essential
functions of Employees position, with or without reasonable accommodation, and which
will continue in the reasonable opinion of such doctor for a period of not less than
180 days. If the Employee disagrees with the determination, the Employee may appoint a
doctor of his own choosing and if that doctor reaches a determination different than
that of the first doctor, the two doctors shall mutually select a third doctor within
ten (10) days and such third doctors determination shall be deemed conclusive. |
The termination of Employees employment shall constitute a Termination for Cause if made
pursuant to Section 3.2(i); the effect of such termination is specified in Section 3.4.
The termination of Employees employment shall constitute an Involuntary Termination if made
pursuant to Section 3.2(ii); the effect of such termination is specified in Section 3.5.
The effect of the employment relationship being terminated pursuant to Section 3.2(iii) as a result
of Employees death is specified in Section 3.7.
The effect of the employment relationship being terminated pursuant to Section 3.2(iv) as a result
of the Employees inability to perform the essential functions of the position is specified in
Section 3.8.
3.3. Termination by Employee. Notwithstanding any other provisions of this
Agreement, Employee shall have the right to terminate the employment relationship under this
Agreement at any time for any of the following reasons:
|
(i) |
|
A breach by Employer of any material provision of this Agreement or the
occurrence of a Constructive Termination Event, which shall be defined as (a) the
material failure by the Employer to pay the Employees compensation as provided in this
Agreement or a material diminution of the Employees base salary or incentive
compensation targets, (b) relocation without the Employees prior written consent of
the Employees primary employment location to a location that is more than 50 miles
from the location to which he was required to report on the Effective Date, (c) a
material diminution in the Employees position, duties, responsibilities, reporting
status, or authority, without the Employees prior written consent, or (d) if the
Employee is requested to perform any illegal activity or to sign-off on any materially
inappropriate financial statement or acknowledgement, except that before exercising his
right to terminate the employment relationship pursuant to any of the provisions of
this subsection (i), the Employee must first give written notice to the Employers
Board of Directors of the circumstances purportedly giving rise to his right to so
terminate within 90 days of the initial existence of the Constructive Termination Event
and must provide the Employer with a minimum thirty (30) days to correct the problem,
unless correction is inherently impossible; provided, however, that in the event of a
Corporate Change (as defined below) in which Employer either ceases to exist and its
successor does not succeed to Employers obligations under this Agreement by operation
of law or Employer has sold or otherwise disposed of substantially all its assets, if
Employers successor assumes in writing Employers obligations under this Agreement
effective as of the date of such Corporate Change, Employee shall not be entitled to
resign for the reasons described in Section 3.3(i) or 3.3(ii) and receive the
compensation and benefits described in Section 3.5 without a material breach by such
successor of this Agreement or a Constructive Termination Event or Compensation
Reduction (as defined below) occurring upon or following such Corporate Change. Any
termination of employment under this Section 3.3(i) must occur not later than two years
following the initial existence of the Constructive Termination Event. |
|
(ii) |
|
The involuntary material reduction of Employees base salary or incentive
compensation targets (other than a reduction in such targets applied consistently to
the Companys other executive officers that is designed to account for changes in
relative EPS projections as a result of such Corporate Change) within six (6) months
after the occurrence of any Corporate Change (defined below) (a Compensation
Reduction) that is not cured by Employer or its successor, as applicable, within
thirty (30) days of receiving detailed written notice of such event from Employee,
which notice must be provided within 90 days of the initial existence of such
Compensation Reduction. Any termination of employment under this Section 3.3(ii) must
occur not later than two years following the initial existence of the Compensation
Reduction. A Corporate Change shall mean the first to occur of any of the following
events: (1) an acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)) (each, a Person) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of either: (i) the then
outstanding shares of common stock of Employer (the Outstanding Common Stock) or (ii)
the combined voting power of the then outstanding voting securities of Employer
entitled to vote generally in the election of directors (the Outstanding Voting
Securities); excluding, however, the following: (A) any acquisition directly from
Employer (including without limitation any public offering), other than an acquisition
by virtue of the exercise of a conversion privilege unless the security being so
converted was itself acquired directly from Employer; (B) any acquisition by Employer;
(C) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by Employer or any Person controlled by Employer; or (D) any acquisition by
any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (1) of this definition of Corporate Change); (2) the consummation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of Employer (a Corporate Transaction); excluding,
however, such a Corporate Transaction pursuant to which (i) all or substantially all of
the individuals and entities who are the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or indirectly, more than 50% of,
respectively, the outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such Corporate Transaction
(including, without limitation, an entity which as a result of such transaction owns
Employer or all or substantially all of the Employers assets, either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the Outstanding Common
Stock and Outstanding Voting Securities, as the case may be, and (ii) no Person or
group (other than Employer, any employee benefit plan (or related trust) sponsored or
maintained by Employer, by any entity controlled by Employer, or by such entity
resulting from such Corporate Transaction) will beneficially own, directly or
indirectly, more than 50% of, respectively, the outstanding shares of common stock of
the entity resulting from such Corporate Transaction or the combined voting power of
the outstanding voting securities of such corporation entitled to vote generally in the
election of directors, except to the extent that such ownership existed with respect to
Employer prior to the Corporate Transaction or (3) the approval by the stockholders of
Employer of a complete liquidation or dissolution of Employer, other than to a
corporation pursuant to a transaction which would comply with clauses (i) and (ii) of
subsection (2) of this definition of Corporate Change, assuming for this purpose that
such transaction were a Corporate Transaction. Any such Corporate Change must also
constitute a change in control as such phrase is defined in section 409A(a)(2)(A)(v) of
the Internal Revenue Code of 1986, as amended (the Code) and the guidance issued
thereunder, including consideration of all applicable attribution of ownership rules
under section 318 of the Code to the extent required by any guidance under section 409A
of the Code; or |
|
(iii) |
|
For any other reason whatsoever, in the sole discretion of Employee. |
The termination of Employees employment by Employee shall constitute an Involuntary Termination
if made pursuant to Section 3.3(i) or 3.3(ii); the effect of such termination is specified in
Section 3.5. The termination of Employees employment by Employee shall constitute a Voluntary
Termination if made pursuant to Section 3.3(iii); the effect of such termination is specified in
Section 3.4.
3.4. Payments Upon Voluntary Termination and Termination for Cause. Upon a
Voluntary Termination of the employment relationship during the Term by Employee pursuant to
Section 3.3(iii), or for cause by Employer pursuant to Section 3.2(i), all compensation and
benefits for Employee shall cease and terminate as of the date of termination. Employee shall be
entitled to pro rata salary, accrued but unpaid vacation (pursuant to the applicable vacation
policy) and reimbursement of expenses actually incurred through the date of such termination
subject to Section 2.5 (the Accrued Entitlements), but Employee shall not be entitled to any
bonuses with respect to the operations of Employer, its subsidiaries and/or affiliates for the
calendar year in which Employees employment with Employer is terminated. Employee will be
entitled to the use of the demonstrator vehicles provided pursuant to Section 2.4 for 30 days
following date of termination; provided, however, that the taxable benefit to the Employee does not
exceed the limit set forth in section 402(g)(1)(B) of the Code in the calendar year of the
Employees Separation from Service with Employer.
3.5. Payments Upon Involuntary Termination.
|
(i) |
|
Upon an Involuntary Termination of the employment relationship during the Term
by Employer pursuant to Section 3.2(ii) or by Employee pursuant to Section 3.3(i), in
addition to the Accrued Entitlements, Employee shall be entitled, in consideration of
Employees continuing obligations hereunder after such termination (including, without
limitation, Employees non-competition obligations as set forth in the Non-Compete
Agreement), to receive a payment in an amount equal to Employees base salary
determined pursuant to Section 2.1 and as in effect immediately prior to the
Involuntary Termination, divided by twelve (12) and multiplied by the greater of (i)
twelve (12) months or (ii) the number of months remaining in the Term, payable in a
single lump sum payment on the first day of the seventh month following the Employees
Separation from Service. Employee shall also be entitled to a pro-rated bonus (based on
termination date), calculated in accordance with the Employers Annual Incentive
Compensation Program and paid in a single lump sum payment at the later of (1) the
first day of the seventh month following the Employees Separation from Service, or (2)
March 15th of the year following the year in which Separation from Service occurred,
after the release of earnings for the performance period in which the services giving
rise to such bonus award were performed. |
|
(ii) |
|
Upon an Involuntary Termination of the employment relationship by Employee
pursuant to Section 3.3(ii), in addition to the Accrued Entitlements, Employee shall be
entitled, in consideration of Employees continuing obligations hereunder after such
termination (including, without limitation, Employees non-competition obligations as
set forth in the Non-Compete Agreement), to receive a payment in an amount equal to
Employees base salary determined pursuant to Section 2.1 and as in effect immediately
prior to the Involuntary Termination, divided by twelve (12) and multiplied by thirty
(30) months, payable in a single lump sum payment on the first day of the seventh month
following the Employees Separation from Service. |
|
(iii) |
|
In the event of an Involuntary Termination pursuant to Sections 3.2(ii),
3.3(i) or 3.3(ii), all Restricted Stock and stock options granted to Employee shall
become 100% vested, the exercise of which shall continue to be permitted as if
Employees employment had continued for the full Term. Employee will be entitled to a
pro-rated bonus (based on termination date), calculated in accordance with the
Employers Annual Incentive Compensation Program and paid in a single lump sum payment
at the later of (1) the first day of the seventh month following the Employees
Separation from Service, or (2) March 15th of the year following the year in which
Separation from Service occurred, after the release of earnings for the performance
period in which the services giving rise to such bonus award were performed. The
Employee will also be eligible for use of the demonstrator vehicles provided pursuant
to Section 2.4 for six months following the Separation from Service; provided, however,
that the taxable benefit to the Employee does not exceed the limit set forth in section
402(g)(1)(B) of the Code in the calendar year of the Employees Separation from Service
with the Employer. |
|
(iv) |
|
In the event of an Involuntary Termination pursuant to Section 3.3(ii), if it
shall be determined by the IRS that any payment or distribution by the Employer to or
for the benefit of the Employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended, or any interest or penalties are incurred by the Employee with respect to such
excise tax (such excise tax, together with interest and penalties, are hereinafter
collectively referred to as the Excise Tax), then Employer shall reimburse Employee
for reasonable costs incurred by Employee disputing such determination, up to the
amount of $100,000; provided, however, Employer shall not be required to pay any Excise
Tax on behalf of Employee. |
|
(v) |
|
Employee shall not be under any duty or obligation to seek or accept other
employment following Involuntary Termination and the amounts due Employee hereunder
shall not be reduced or suspended if Employee accepts subsequent employment. The
rights and liabilities of Employer and Employee regarding entitlement to vesting of all
Restricted Stock and stock options, shall be conditioned and dependent on the
Employees consent and agreement to the promises set forth in the Non-Compete Agreement
and Section 5 of this Agreement, and governed by respective plan documents and
agreements and to the enforceability of such covenants stated therein. |
3.6. Covenant Not to Sue. Employee shall not sue or lodge any claim, demand or
cause of action against Employer based on Involuntary Termination for any monies other than those
specified in Section 3.5. If Employee breaches this covenant, Employer, and its subsidiaries and
affiliates shall be entitled to recover from Employee all sums expended by Employer, and its
subsidiaries and affiliates (including costs and attorneys fees) in connection with such suit,
claim, demand or cause of action. Employer and its subsidiaries and affiliates shall not be
entitled to offset any of the amounts specified in the immediately preceding sentence against
amounts otherwise owing by Employer and its subsidiaries and affiliates to Employee prior to a
final determination under the terms of the arbitration provisions of this Agreement that Employee
has breached the covenant contained in this Section 3.6.
3.7. Payments Upon Employees Death. Upon termination of the employment
relationship as a result of Employees death (i) Employees heirs, administrators, or legatees
shall be entitled to Employees Accrued Entitlements through the date of such termination, and
Employees heirs, administrators, or legatees shall be entitled to a pro-rated bonus (based on date
of death), calculated in accordance with the Employers Annual Incentive Compensation Program and
paid on or before March 15th of the year following the year in which such termination
occurred, after the release of earnings for the performance period in which the services giving
rise to such bonus award were performed; and (ii) all Restricted Stock and stock options granted to
Employee shall become 100% vested. Employees surviving spouse will be eligible for the use of one
demonstrator vehicle provided pursuant to Section 2.4 for 12 months from date of death of
Employee.
3.8. Payments Upon Employees Incapacity. Upon termination of the employment
relationship as a result of Employees incapacity pursuant to Section 3.2(iv): (i) Employee shall
be entitled to his Accrued Entitlements through the date of such termination, and Employee shall be
entitled to a pro-rated bonus (based on date of disability), calculated in accordance with the
Employers Annual Incentive Compensation Program and paid in a single lump sum payment at
the later of (1) the first day of the seventh month following the Employees Separation from
Service, or (2) March 15th of the year following the year in which Separation from Service
occurred, after the release of earnings for the performance period in which the services giving
rise to such bonus award were performed; and (ii) all Restricted Stock and stock options granted to
Employee shall become 100% vested. The Employee would also be eligible for use of one demonstrator
vehicle provided pursuant to Section 2.4 for six months from date of disability; provided,
however, that the taxable benefit to the Employee does not exceed the limit set forth in section
402(g)(1)(B) of the Code.
3.9. Right of Set-Off. In all cases, the compensation and benefits payable to
Employee under this Agreement upon Separation from Service shall be reduced and offset by any
amounts to which Employee may otherwise be entitled; however, this severance is in lieu of any
other severance he is now or hereafter entitled to receive (excluding any pension, retirement and
profit sharing plans of Employer that may be in effect from time to time) (Other Severance).
However, in the event this Section 3.9 would result in a substitution for a payment of deferred
compensation otherwise payable pursuant to this Agreement within the meaning of Treasury Regulation
§ 1.409A-3(f) and an impermissible change in the timing of the payment of deferred compensation
pursuant to Section 409A of the Code and the guidance promulgated pursuant thereto, then no amounts
payable pursuant to this Agreement will be reduced and instead such Other Severance to which the
Employee would be entitled shall be forfeited.
3.10. Continuation of Certain Obligations. Termination of the employment
relationship shall not terminate those obligations imposed by this Agreement which are continuing
in nature, including, without limitation, Employees obligations of confidentiality,
non-competition and Employees continuing obligations with respect to business opportunities that
had been entrusted to Employee by Employer during the employment relationship.
3.11. Scope of Agreement. This Agreement shall govern the rights and obligations of
Employer and Employee with respect to Employees salary and other perquisites of employment.
3.12. Certain Tax Considerations. Any references in this Agreement to a
termination, termination of employment, date of termination or similar reference to the
cessation of services for the Employer shall be interpreted to mean a separation from service
from the Employer and affiliates within the meaning of Section 409A(a)(2)(A)(i) of the Internal
Revenue Code of 1986, as amended (the Code) and Treasury Regulation § 1.409A-1(h) (a Separation
from Service). This Agreement shall be administered and interpreted to maximize the short-term
deferral exception to Section 409A of the Code, and Employee shall not, directly or indirectly,
designate the taxable year of a payment made under this Agreement. The portion of any payment
under this Agreement that is not a deferral of compensation and is paid within the short-term
deferral period within the meaning of Treasury Regulation § 1.409A-1(b)(4) shall be treated as a
short term deferral and not aggregated with other plans or payments. Any other portion of the
payment that does not meet the short-term deferral requirement shall, to the maximum extent
possible, be deemed to satisfy the exception from Treasury Regulation § 1.409A-1(b)(9)(iii)(A) for
involuntary separation pay and shall not be aggregated with any other payment. Any right to a
series of installment payments pursuant to this Agreement is to be treated as a right to a series
of separate payments. Any amount that is a short-term deferral within the meaning of Treasury
Regulation § 1.409A-1(b)(4), or within the involuntary separation pay limit under Treasury
Regulation § 1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment. Payment dates provided
for in this Agreement shall be deemed to be timely paid if paid within any additional time for
payment following the specified payment date as is permitted under Section 409A of the Code
and the regulations promulgated thereunder. To the extent that any payments or reimbursements
provided to Employee under this Agreement are deemed to constitute deferred compensation to
Employee, such amounts shall be paid or reimbursed by the deadline for payment or reimbursement
specified in this Agreement but, if not so specified, reasonably promptly, but not later than
December 31 of the year following the year in which the expense was incurred. The amount of any
payments or expense reimbursements that constitute deferred compensation in one year shall not
affect the amount of payments or expense reimbursements constituting deferred compensation that are
eligible for payment or reimbursement in any subsequent year, and Employees right to such payments
or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other
benefit. In addition, notwithstanding anything to the contrary in this Agreement, no compensation
or benefits, including without limitation any severance payments or benefits payable under Section
3 hereof, shall be paid to Executive during the 6-month period following Executives Separation
from Service if the Company determines that paying such amounts at the time or times indicated in
this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If
the payment of any such amounts is delayed as a result of the previous sentence, then on the first
day of the seventh month following the end of such 6-month period (or such earlier date upon which
such amount can be paid under Section 409A of the Code without resulting in a prohibited
distribution, including as a result of Executives death), the Company shall pay Executive a
lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive
during such period.
3.13. Medical Coverage Continuation. In the event of the termination of Employees
employment relationship by Employer pursuant to Section 3.2 for any reason other than cause (as
defined in Section 3.2(i)) or by Employee pursuant to Section 3.3(i) or 3.3(ii), Employer shall
provide Employee and, if he is married on the date of such termination, his spouse, to the extent
that they were covered under Employers group medical benefits program for active employees (the
Employer Medical Plan) at the date of termination, continued coverage under the Employer Medical
Plan until the earliest to occur of the following events: (i) the Employee or his spouse receives
substantially comparable coverage and benefits under the plans and programs of a subsequent
employer, (ii) the later of the death of Employee or, if applicable, his spouse or (iii) the
expiration of the 36 month period beginning on July 1, 2015. Notwithstanding the foregoing, at
Employers election, and for all or part of the coverage duration described in the preceding
sentence, Employer may provide such continued medical coverage under an insured arrangement that is
purchased from a third party and that provides coverage substantially comparable to that provided
at the time of Employees termination to active employees under the Employer Medical Plan.
Employee or, after his death, Employees spouse (if applicable) shall pay for the full cost of such
coverage at the time such coverage is provided and Employer shall reimburse Employee or, after his
death, Employees spouse (if applicable) at a rate of 140% of the actual cost incurred on or within
10 days following the first day of each calendar quarter with respect to amounts paid by Employee
and/or his spouse (if applicable) during the immediately preceding calendar quarter; provided,
however, that amount of such reimbursement for each month of medical coverage provided under this
Section 3.13 shall not exceed 140% of the then-applicable monthly cost of COBRA continuation
coverage for Employee (and/or his spouse, as applicable) under the Employer Medical Plan per month;
and provided, further, however, that to the extent that such benefit and any other miscellaneous
separation pay benefits subject to Section 409A of the Code that are provided during the first six
months following Employees termination of employment (for reasons other than Employees death)
exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year in which
such termination occurs, Employer shall reimburse Employee for 140% of the actual cost incurred for
such coverage, subject to the limitation described above, for such six month period on the first
day following the expiration of such six month period or within five days thereafter.
4. |
|
UNITED STATES FOREIGN CORRUPT PRACTICES ACT AND OTHER LAWS |
4.1. Compliance with Foreign Corrupt Practices Act. Employee shall at all times
comply with United States laws applicable to Employees actions on behalf of Employer and its
subsidiaries and affiliates, including specifically, without limitation, the United States Foreign
Corrupt Practices Act, generally codified in 15 USC 78 (FCPA), as the FCPA may hereafter be
amended, and/or its successor statutes. If Employee pleads guilty to or nolo contendere or admits
civil or criminal liability under the FCPA or other applicable United States law, or if a court
finds that Employee has personal civil or criminal liability under the FCPA or other applicable
United States law, or if a court finds that Employee committed an action resulting in Employer or
any of its subsidiaries having civil or criminal liability or responsibility under the FCPA or
other applicable United States law, such action or finding shall constitute cause for termination
under this Agreement in accordance with Section 3.2(i) unless the Board determines that the actions
found to be in violation of the FCPA or other applicable United States law were taken in good faith
and in compliance with all applicable policies of Employer. The rights afforded Employer under
this provision are in addition to any and all rights and remedies otherwise afforded by the law.
5. |
|
OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS |
5.1. Promise to Provide Confidential and Proprietary Information. Employer owns
certain confidential and proprietary information and trade secrets which it hereby promises to
provide to Employee for the purpose of carrying out his employment responsibilities hereunder.
Furthermore, Employer promises to provide Employee with confidential and proprietary information
and trade secrets regarding Employer and its subsidiaries and affiliates, in order to assist
Employee in satisfying his obligations hereunder. In addition, Employer promises to provide
Employee with specialized training including orientation, sales and financial information, and
computer and systems training.
5.2. Return of Proprietary Material. All information, ideas, concepts,
improvements, discoveries, and inventions, whether patentable or not, which are conceived, made,
developed or acquired by Employee, individually or in conjunction with others, during Employees
employment by Employer (whether during business hours or otherwise and whether on Employers
premises or otherwise) which relate to Employers or any of its subsidiaries or affiliates
businesses, products or services (including, without limitation, all such information relating to
corporate opportunities, research, financial and sales data, pricing and trading terms,
evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their
requirements, the identity of key contacts within the customers organizations or within the
organization of acquisition prospects, or marketing and merchandising techniques, prospective
names, and marks) shall be disclosed to Employer and are and shall be the sole and exclusive
property of Employer. Upon termination of Employees employment, for any reason, Employee promptly
shall deliver the same, and all copies thereof, to Employer.
5.3. Nondisclosure of Confidential Information. Except as required by law or
process, and in consideration for the promises contained in Section 5.1 above, Employee promises
that he will not, at any time during or after his employment by Employer, make any unauthorized
disclosure of any confidential business information or trade secrets of Employer or its
subsidiaries or affiliates, or make any use thereof, except in the carrying out of his employment
responsibilities hereunder. As a result of Employees employment by Employer, Employee may also
from time to time have access to, or knowledge of, confidential business information or trade
secrets of third parties, such as customers, suppliers, partners, joint venturers, and the like, of
Employer and its subsidiaries and affiliates. Employee also agrees to preserve and protect the
confidentiality of such third party confidential information and trade secrets to the same extent,
and on the same basis, as Employers or any of its subsidiaries or affiliates confidential
business information and trade secrets.
5.4. Ownership of Copyrighted Works. If, during Employees employment by Employer,
Employee creates any original work of authorship fixed in any tangible medium of expression which
is the subject matter of copyright (such as videotapes, written presentations on acquisitions,
computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural
renditions, models, manuals, brochures, or the like) relating to Employers, or any of its
subsidiaries or affiliates businesses, products, or services, whether such work is created solely
by Employee or jointly with others (whether during business hours or otherwise and whether on
Employers or any of its subsidiaries or affiliates premises or otherwise), Employer shall be
deemed the author of such work if the work is prepared by Employee in the scope of his employment;
or, if the work is not prepared by Employee within the scope of his employment, but is specially
ordered by Employer or any of its subsidiaries or affiliates as a contribution to a collective
work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary
work, as a compilation, or as an instructional text, then the work shall be considered to be work
made for hire and Employer or any of its subsidiaries or affiliates shall be the author of the
work. If such work is neither prepared by Employee within the scope of his employment, nor a work
specially ordered that is deemed to be a work made for hire, then Employee hereby agrees to assign,
and by these presents does assign, to Employer all of Employees worldwide right, title, and
interest in and to such work and all rights of copyright therein.
5.5. Protection of Proprietary Material. Both during the period of Employees
employment by Employer and thereafter, Employee shall assist Employer, or any of its subsidiaries
or affiliates and their nominees, at any time, in the protection of Employers or any of its
subsidiaries or affiliates worldwide right, title, and interest in and to information, ideas,
concepts, improvements, discoveries, and inventions, and its copyrighted works, including without
limitation, the execution of all formal assignment documents requested by Employer or any of its
subsidiaries or affiliates or their nominees and the execution of all lawful oaths and applications
for patents and registration of copyright in the United States and foreign countries.
6.1. Definition of Affiliates and Affiliated. For purposes of this Agreement
the terms affiliates or affiliated means an entity who directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control with Employer.
6.2. Prohibition of Publication of Certain Information. Except as required by law
or process, Employee shall refrain, both during the employment relationship and after the
employment relationship terminates, from publishing any oral or written statements about Employer
or any of its subsidiaries or affiliates directors, officers, employees, agents or
representatives that are slanderous, libelous, or defamatory; or that disclose private or
confidential information about Employer or any of its subsidiaries or affiliates business
affairs, officers, employees, agents, or representatives; or that constitute an intrusion into the
seclusion or private lives of Employer or any of its subsidiaries or affiliates directors,
officers, employees, agents, or representatives; or that give rise to unreasonable publicity about
the private lives of Employer or any of its subsidiaries or affiliates officers, employees,
agents, or representatives; or that place Employer or its subsidiaries or affiliates officers,
employees, agents, or representatives in a false light before the public; or that constitute a
misappropriation of the name or likeness of Employer or any of its subsidiaries or affiliates or
its officers, employees, agents, or representatives. Except as required by law or process, the
Employer shall refrain, and shall use its best efforts to assure that its directors, officers,
employees, agents and representatives, and its subsidiaries and affiliates and their directors,
officers, employees, agents and representatives, shall refrain, both during the employment
relationship and after the employment relationship terminates, from publishing any untrue oral or
written statements about the Employee that are slanderous, libelous, or defamatory; or that
disclose private or confidential information about the Employee; or that constitute an intrusion
into the seclusion or private life of the Employee; or that give rise to unreasonable publicity
about the private life of the Employee; or that place the Employee in a false light before the
public.
6.3. Notice. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Employer to:
Group 1 Automotive, Inc.
800 Gessner, Suite 500
Houston, TX 77024
Attn: Chairman of the Board
With a copy to:
|
|
|
Fisher & Phillips LLP
|
333 Clay Street
|
Suite 4000
|
|
|
Houston, Texas 77002
|
Attn:
|
|
Steve Roppolo |
|
|
|
Group 1 Automotive, Inc.
|
800 Gessner, Suite 500
|
Houston, TX 77024
|
Attn:
|
|
General Counsel |
|
|
|
Group 1 Automotive, Inc.
|
800 Gessner, Suite 500
|
Houston, TX 77024
|
Attn:
|
|
Chairman of Compensation Committee |
If to Employee:
Earl J. Hesterberg
At the address specified in the Companys personnel records
With a copy to:
|
|
|
Akin Gump Strauss Hauer & Feld LLP
|
1111 Louisiana Street
|
44th Floor
Houston, TX 77002
Attn:
|
|
Christine LaFollette |
Either Employer or Employee may furnish a change of address to the other in writing in accordance
herewith, except that notices of changes of address shall be effective only upon receipt.
6.4. Governing Law. This Agreement shall be governed in all respects by the law of
the State of Texas, excluding any conflict-of-law rule or principle that might refer the
construction of the Agreement to the laws of another State or country.
6.5. No Waiver. No failure by either party hereto at anytime to give notice of any
breach by the other party of, or to require compliance with, any condition or provision of this
Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.
6.6. Severability. It is a desire and intent of the parties that the terms,
provisions, covenants, and remedies contained in this Agreement shall be enforceable to the fullest
extent permitted by law. If any such term, provision, covenant, or remedy of this Agreement or the
application thereof to any person, association, or entity or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant,
or remedy shall be construed in a manner so as to permit its enforceability under the applicable
law to the fullest extent permitted by law. In any case, the remaining provisions of this
Agreement or the application thereof to any person, association, or entity or circumstances other
than those to which they have been held invalid or unenforceable, shall remain in full force and
effect.
6.7. Arbitration. The Parties agree that any claim, dispute, and/or controversy
that they may have arising from, related to, or having any relationship or connection whatsoever
with this Agreement, Employees employment, or other association with the Company, shall be
submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act.
In addition to any other requirements imposed by law, the arbitrator selected shall be a retired
Judge, or otherwise qualified individual to whom the parties mutually agree, and shall be subject
to disqualification on the same grounds as would apply to a Judge. The arbitrator shall apply the
Federal Rules of Civil Procedure and Evidence, including all rules of pleading, discovery, evidence
and all rights to resolution of the dispute by means of motions for summary judgment and judgment
on the pleadings. Resolution of the dispute shall be based solely upon the law governing the
claims and defenses pleaded, and the arbitrator may not invoke any basis (including but not limited
to, notions of just cause) other than such controlling law. This Agreement shall not prevent the
Parties from obtaining provisional remedies in court to the extent permitted by Texas law (either
before the commencement of or during the arbitration process), pending final resolution of the
dispute pursuant to this Agreement. The arbitrator shall have the immunity of a judicial officer
from civil liability when acting in the capacity of an arbitrator, which immunity supplements any
other existing immunity. Likewise, all communications during or in connection with the arbitration
proceedings are privileged. Awards shall include the arbitrators written reasoned opinion.
6.8. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of Employer, its subsidiaries and affiliates and any other person, association, or entity
which may hereafter acquire or succeed to all or a portion of the business or assets of Employer by
any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employees
rights and obligations under this Agreement are personal and such rights, benefits, and obligations
of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether
by operation of law or otherwise, by Employee without the prior written consent of Employer.
Notwithstanding anything to the contrary in this Section 6.8 or elsewhere in the Agreement, in the
event of the Employees death after becoming entitled to receipt of any payment or benefit, but
before receiving all such payments or benefits, the remaining payments shall be made to the
Employees survivors or estate and the remaining benefits shall be provided to his widow or other
survivors to the same extent and in the same manner as if he were still alive.
6.9. Entire Agreement. Except as provided in (1) written company policies
promulgated by Employer dealing with issues such as securities trading, business ethics,
governmental affairs and political contributions, consulting fees, commissions and other payments,
compliance with law, investments and outside business interests as officers and employees,
reporting responsibilities, administrative compliance, and the like, (2) the written benefits,
plans, and programs referenced in Section 2.3, (3) any signed written agreements contemporaneously
or hereafter executed by Employer and Employee, (4) the Non-Compete Agreement or (5) any award
agreements under Employers 1996 Stock Incentive Plan, 2007 Long Term Incentive Plan, or 2014 Long
Term Incentive Plan entered into by Employer and Employee prior to the Effective Date, this
Agreement constitutes the entire agreement of the parties with regard to such subject matters, and
contains all of the covenants, promises, representations, warranties, and agreements between the
parties with respect to such subject matters and replaces and merges previous agreements and
discussions pertaining to the employment relationship between Employer and Employee, including,
without limitation, the Prior Employment Agreement.
6.10. Headings. The headings contained in this Agreement are for reference only and
shall not affect the meaning or interpretation of any provision of this Agreement.
6.11. Amendment. No amendments or additions to this Agreement shall be binding
unless in writing and signed by both parties hereto.
6.12. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but both of which together will constitute one and the same
instrument
IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement in multiple
originals to be effective on the date first stated above.
DATE: May 19, 2015 GROUP 1 AUTOMOTIVE, INC.
By: /s/ Max P. Watson, Jr.
Name: Max P. Watson, Jr.
Title: Chairman, Compensation Committee
DATE: May 19, 2015 /s/ Earl J. Hesterberg
EARL J. HESTERBERG
EX-10.2
5
exhibit4.htm
EX-10.2
EX-10.2
Exhibit 10.2
NON-COMPETE AGREEMENT
This Non-Compete Agreement (Agreement) is entered into between Group 1 Automotive, Inc.
(Employer), and Earl J. Hesterberg (Employee), effective as of May 19, 2015 (the Effective
Date).
RECITALS
WHEREAS, Employer and Employee previously entered into an employment agreement dated September
8, 2010, as amended February 27, 2012, and a non-compete agreement dated July 1, 2010.
WHEREAS, simultaneously with the execution of this Agreement, Employer and Employee executed a
new employment agreement (Employment Agreement) governing the terms and conditions of their
continuing employment relationship.
WHEREAS, Employer desires to provide to Employee certain additional post-employment payments
as set forth in Section 3.5 of the Employment Agreement (the Post-Employment Non-Compete
Payments) in consideration for Employees loyalty, future performance and continued employment
with Employer.
WHEREAS, in consideration for Employer providing to Employee the Post-Employment Non-Compete
Payments, and certain confidential and proprietary information and trade secrets for the purpose of
carrying out his employment responsibilities (as set forth in Section 5.1 of the Employment
Agreement), Employee agrees to the non-competition provisions of Section 1 of this Agreement.
AGREEMENT
For and in consideration of the mutual promises, covenants, and obligations contained herein,
Employer and Employee agree as follows:
1. |
|
POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS |
1.1. Non-Competition Obligations. Ancillary to the agreement of Employer and Employee in
Sections 3 and 5 of the Employment Agreement, and in consideration for the Post-Employment
Non-Compete Payments and Employers promises contained in Section 5.1 of the Employment Agreement,
and as an additional incentive for Employer to enter into this Agreement, Employer and Employee
agree to the non-competition provisions of this Section 1.1. Employee agrees that during the
period of Employees non-competition obligations hereunder, Employee will not, directly or
indirectly for either Employee or any automotive retailer with $1 Billion ($1,000,000,000) or more
in annual revenues for the prior two years, in any geographic area or market where Employer or any
of its subsidiaries or affiliated companies are conducting any business as of the date of
termination of the employment relationship or have during the previous twelve (12) months conducted
any business:
|
(i) |
|
engage in any business competitive with any line of business conducted by
Employer or any of its subsidiaries or affiliates on behalf of any public or private
auto retailer which averaged, in the aggregate, $1 Billion ($1,000,000,000) or more in
annual revenues for the prior two years; |
|
(ii) |
|
render advice or services to, or otherwise assist, any other person,
association, or entity who is engaged, directly or indirectly, in any business
competitive with any line of business conducted by Employer or any of its subsidiaries
or affiliates on behalf of any public or private auto retailer which averaged, in the
aggregate, $1 Billion ($1,000,000,000) or more in annual revenues for the prior two
years; |
|
(iii) |
|
solicit or accept the business of, or call upon, any customer or client of
Employer for the purpose of conducting competitive business or otherwise seeking profit
from a competitive activity; |
|
(iv) |
|
encourage or induce any current or former employee of Employer or any of its
subsidiaries or affiliates to leave the employment of Employer or any of its
subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in
the hiring of any such employee by any person, association, or entity not affiliated
with Employer or any of its subsidiaries or affiliates for a period of twenty-four (24)
months from date of termination; provided, however, that nothing in this subsection
(iv) shall prohibit Employee from offering employment to any prior employee of Employer
or any of its subsidiaries or affiliates who was not employed by Employer or any of its
subsidiaries or affiliates at any time in the twelve (12) months prior to the
termination of Employees employment; or |
|
(v) |
|
divulge any of the confidential, proprietary or trade secret information that
was provided to Employee pursuant to Section 5 of this Agreement to any third party or
individual or entity other than Employer or any of its subsidiaries or affiliates. |
The non-competition obligations set forth in subsections (i) through (v) of this Section 1.1 shall
apply during Employees employment and for a period of two (2) years after termination of
employment. If Employer or any of its subsidiaries or affiliates abandons a particular aspect of
its business, that is, ceases such aspect of its business with the intention to permanently refrain
from such aspect of its business, then this post-employment non-competition covenant shall not
apply to such former aspect of that business.
1.2. Future Employment.
1.2.1. If Employee in the future, seeks or is offered employment, or any other position or
capacity with another company or entity, Employee agrees to inform each new employer or entity,
before accepting employment, of the existence of the restrictions contained in Section 1.1.
Further, before taking any employment position with any person during the non-competition period,
Employee agrees to give prior written notice to Employer of the name of such person or entity.
Employer shall be entitled to advise such person or entity of the provisions of Section 1.1 and to
otherwise deal with such person or entity to ensure that the provisions of this Section are
enforced and duly discharged.
1.2.2. If Employee in the future seeks or is offered employment with another company or
entity, Employee may provide Employer with written notice stating the name of the prospective
employer, Employees prospective position, responsibilities and duties, and the industry or
industries in which the prospective employer operates. Employer shall have ten (10) business days
from receipt of such notice to notify Employee of its belief that such prospective employment would
be a violation of the provisions of Section 1.1. If Employer fails to respond to Employee in
writing within such ten (10) business day period, Employer shall be estopped from asserting its
rights, if any, arising from a violation of Section 1.1 by reason of such employment as described
in such notice.
1.3. Tolling of Restrictive Periods. If the Employee violates any of the restrictions
contained in Section 1.1, the restrictive periods shall be suspended and will not run in favor of
the Employee until such time as the Employee cures the violation to the satisfaction of Employer.
1.4. Acknowledgment. Employee understands that the foregoing restrictions may limit his
ability to engage in certain businesses in locations where the Employer conducts business during
the period provided for above, but acknowledges that Employees job duties during his employment
with Employer, receipt of Employers confidential and proprietary information and trade secrets (as
well as access to certain confidential and proprietary information and trade secrets) and
Employees receipt of sufficiently high remuneration and other benefits under the Employment
Agreement justifies such restriction. Employee acknowledges that money damages would not be
sufficient remedy for any breach of Section 1.1 by Employee, and Employer or any of its
subsidiaries or affiliates shall be entitled to enforce the provisions of this Section by
terminating any payments then owing to Employee under the Employment Agreement and/or to obtain
specific performance and injunctive relief as remedies for such breach or any threatened breach,
without any requirement for the securing or posting of any bond in connection with such remedies.
Such remedies shall not be deemed the exclusive remedies for a breach of Section 1.1, but shall be
in addition to all remedies available at law or in equity to Employer or any of its subsidiaries or
affiliates, including, without limitation, the recovery of damages from Employee and his agents
involved in such breach.
1.5. Materiality and Conditionality of Section. Section 1.1 is material to this Agreement.
Employees agreement to strictly comply with Section 1.1 is a precondition for Employees receipt
of payments and vesting of Restricted Stock and stock options pursuant to Section 1 of this
Agreement. Whether or not Section 1.1 or any portion thereof has been held or found invalid or
unenforceable for any reason whatsoever by a court or other constituted legal authority of
competent jurisdiction, upon any violation of this Section or any portion thereof, or upon a
finding that a violation would have occurred if such Section or any portion thereof were
enforceable, the Employee and Employer agree that (i) the Employees interest in the Restricted
Stock and stock options pursuant to Section 1 of this Agreement shall automatically lapse and be
forfeited; (ii) Employer shall have no obligation to make any further payments to Employee under
the terms of Section 1 of this Agreement; (iii) Employer shall be entitled to receive the full
value of any payments which were previously made to the Employee pursuant to Section 1 of this
Agreement in the previous twelve (12) months, as well as the value of any Restricted Stock or stock
options that may have vested during the past twelve (12) months from the date of the Employees
termination, for any reason, to the date on which a court or arbitration panel held or found the
non-compete article to have been violated; (iv) the Employees interest in post-termination payment
pursuant to Sections 2.3 and 3.5 of the Employment Agreement shall automatically lapse and be
forfeited; (v) Employer shall have no obligation to make any further payments to Employee under the
terms of Sections 2.3 and 3.5 of the Employment Agreement; and (vi) Employer shall be entitled to
receive the full value of any payments which were previously made to the Employee pursuant to
Sections 2.3 and 3.5 of the Employment Agreement in the previous twelve (12) months.
1.6. Survival of Section. The Employee and Employer agree that all of the covenants contained
in Section 1.1 shall survive the termination or expiration of this Agreement, and agree further
that in the event any of the covenants contained in Section 1.1 shall be held by any court to be
effective in any particular area or jurisdiction only if said covenant is modified to be limited in
its duration or scope, then, at the sole option of Employer, the provisions of Section 1.5 may be
deemed to have been triggered, and the rights, liabilities and obligations set forth therein shall
apply. In the event Employer does not elect to trigger application of Section 1.5, then the court
shall have such authority to so reform the covenants and the parties hereto shall consider such
covenants and/or other provisions of Section 1 to be amended and modified with respect to that
particular area or jurisdiction so as to comply with the order of such court and, as to all other
jurisdictions, the covenants contained herein shall remain in full force and effect as originally
written. Should any court hold that the covenants in Section 1.1 are void and otherwise
unenforceable in a particular area or jurisdiction, then notwithstanding the foregoing provisions
of this Section 1.6, the provisions of Section 1.5 shall be applicable and the rights, liabilities
and obligations of the parties set forth therein shall apply. Alternatively, at the sole option of
Employer, Employer may consider such covenants to be amended and modified so as to eliminate
therefrom the particular area or jurisdictions as to which such covenants are so held void or
otherwise unenforceable and, as to all other areas and jurisdictions covered herein, the covenants
contained herein shall remain in full force and effect as originally written.
2.1. Definition of Affiliates and Affiliated. For purposes of this Agreement the terms
affiliates or affiliated means an entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with Employer.
2.2. Prohibition of Publication of Certain Information. Except as required by law or process,
Employee shall refrain, both during the employment relationship and after the employment
relationship terminates, from publishing any oral or written statements about Employer at any of
its subsidiaries or affiliates directors, officers, employees, agents or representatives that are
slanderous, libelous, or defamatory; or that disclose private or confidential information about
Employer or any of its subsidiaries or affiliates business affairs, officers, employees, agents,
or representatives; or that constitute an intrusion into the seclusion or private lives of Employer
or any of its subsidiaries or affiliates directors, officers, employees, agents, or
representatives; or that give rise to unreasonable publicity about the private lives of Employer or
any of its subsidiaries or affiliates officers, employees, agents, or representatives; or that
place Employer or its subsidiaries or affiliates officers, employees, agents, or representatives
in a false light before the public; or that constitute a misappropriation of the name or likeness
of Employer or any of its subsidiaries or affiliates or its officers, employees, agents, or
representatives. Except as required by law or process, the Employer shall refrain, and shall use
its best efforts to assure that its directors, officers, employees, agents and representatives, and
its subsidiaries and affiliates and their directors, officers, employees, agents and
representatives, shall refrain, both during the employment relationship and after the employment
relationship terminates, from publishing any untrue oral or written statements about the Employee
that are slanderous, libelous, or defamatory; or that disclose private or confidential information
about the Employee; or that constitute an intrusion into the seclusion or private life of the
Employee; or that give rise to unreasonable publicity about the private life of the Employee; or
that place the Employee in a false light before the public.
2.3. Notice. For purposes of this Agreement, notices and all other communications provided
for herein shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Employer to:
Group 1 Automotive, Inc.
800 Gessner, Suite 500
Houston, TX 77024
Attn: Presiding Director of the Board
With a copy to:
Fisher & Phillips LLP
Suite 4000
333 Clay Street
Houston, Texas 77002
Attn: Steve Roppolo; and
Group 1 Automotive, Inc.
800 Gessner, Suite 500
Houston, TX 77024
Attn: General Counsel
Group 1 Automotive, Inc.
800 Gessner, Suite 500
Houston, TX 77024
Attn: Chairman of the Compensation Committee
If to Employee:
Earl J. Hesterberg
At the address specified in the Companys personnel records
With a copy to:
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street
44th Floor
Houston, TX 77002
Attn: Christine LaFollette
Either Employer or Employee may furnish a change of address to the other in writing in accordance
herewith, except that notices of changes of address shall be effective only upon receipt.
2.4. Governing Law. This Agreement shall be governed in all respects by the law of the State
of Texas, excluding any conflict-of-law rule or principle that might refer the construction of the
Agreement to the laws of another State or country.
2.5. No Waiver. No failure by either party hereto at anytime to give notice of any breach by
the other party of, or to require compliance with, any condition or provision of this Agreement
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
2.6. Severability. It is a desire and intent of the parties that the terms, provisions,
covenants, and remedies contained in this Agreement shall be enforceable to the fullest extent
permitted by law. If any such term, provision, covenant, or remedy of this Agreement or the
application thereof to any person, association, or entity or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant,
or remedy shall be construed in a manner so as to permit its enforceability under the applicable
law to the fullest extent permitted by law. In any case, the remaining provisions of this
Agreement or the application thereof to any person, association, or entity or circumstances other
than those to which they have been held invalid or unenforceable, shall remain in full force and
effect.
2.7. Arbitration. The parties agree that any claim, dispute, and/or controversy that they may
have arising from, related to, or having any relationship or connection whatsoever with this
Agreement, Employees employment, or other association with the Company, shall be submitted to and
determined exclusively by binding arbitration under the Federal Arbitration Act. In addition to
any other requirements imposed by law, the arbitrator selected shall be a retired Judge, or
otherwise qualified individual to whom the parties mutually agree, and shall be subject to
disqualification on the same grounds as would apply to a Judge. The arbitrator shall apply the
Federal Rules of Civil Procedure and Evidence, including all rules of pleading, discovery, evidence
and all rights to resolution of the dispute by means of motions for summary judgment and judgment
on the pleadings. Resolution of the dispute shall be based solely upon the law governing the
claims and defenses pleaded, and the arbitrator may not invoke any basis (including but not limited
to, notions of just cause) other than such controlling law. This Agreement shall not prevent the
Parties from obtaining provisional remedies in court to the extent permitted by Texas law (either
before the commencement of or during the arbitration process), pending final resolution of the
dispute pursuant to this Agreement. The arbitrator shall have the immunity of a judicial officer
from civil liability when acting in the capacity of an arbitrator, which immunity supplements any
other existing immunity. Likewise, all communications during or in connection with the arbitration
proceedings are privileged. Awards shall include the arbitrators written reasoned opinion.
2.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
Employer, its subsidiaries and affiliates and any other person, association, or entity which may
hereafter acquire or succeed to all or a portion of the business or assets of Employer by any means
whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employees rights
and obligations under this Agreement are personal and such rights, benefits, and obligations of
Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by
operation of law or otherwise, by Employee without the prior written consent of Employer.
Notwithstanding anything to the contrary in this Section 7.8 or elsewhere in the Agreement, in the
event of the Employees death after becoming entitled to receipt of any payment or benefit, but
before receiving all such payments or benefits, the remaining payments shall be made to the
Employees survivors or estate and the remaining benefits shall be provided to his widow or other
survivors to the same extent and in the same manner as if he were still alive.
2.9. Entire Agreement. Except as provided in (1) written company policies promulgated by
Employer dealing with issues such as securities trading, business ethics, governmental affairs and
political contributions, consulting fees, commissions and other payments, compliance with law,
investments and outside business interests as officers and employees, reporting responsibilities,
administrative compliance, and the like, (2) the written benefits, plans, and programs referenced
in Section 1.4 of this Agreement or (3) any signed written agreements contemporaneously or
hereafter executed by Employer and Employee (including, but not limited to, the Employment
Agreement), this Agreement constitutes the entire agreement of the parties with regard to such
subject matters, and contains all of the covenants, promises, representations, warranties, and
agreements between the parties with respect to such subject matters and replaces and merges
previous agreements and discussions pertaining to the employment relationship between Employer and
Employee.
2.10. Headings. The headings contained in this Agreement are for reference only and shall not
affect the meaning or interpretation of any provision of this Agreement.
2.11. Amendment. No amendments or additions to this Agreement shall be binding unless in
writing and signed by both parties hereto.
2.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but both of which together will constitute one and the same instrument
IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement in multiple
originals to be effective on the date first stated above.
DATE: May 19, 2015 GROUP 1 AUTOMOTIVE, INC.
By: /s/ Max P. Watson, Jr.
Name: Max P. Watson, Jr.
Title: Chairman, Compensation Committee
DATE: May 19, 2015 /s/ Earl J. Hesterberg
EARL J. HESTERBERG
EX-99.1
6
exhibit5.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Group 1 Automotive Declares Quarterly Cash Dividend
HOUSTON, May 18, 2015 Group 1 Automotive, Inc. (NYSE: GPI), an international,
Fortune 500 automotive retailer, today announced that its board of directors declared a cash
dividend of $0.20 per share for the first quarter of 2015. The dividend will be payable on June
15, 2015, to stockholders of record on June 1, 2015.
About Group 1 Automotive, Inc.
Group 1 owns and operates 151 automotive dealerships, 196 franchises, and 38 collision
centers in the United States, the United Kingdom and Brazil that offer 32 brands of
automobiles. Through its dealerships, the Company sells new and used cars and light trucks;
arranges related vehicle financing; sells service and insurance contracts; provides automotive
maintenance and repair services; and sells vehicle parts.
Group 1 Automotive can be reached on the Internet at www.group1auto.com.
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which are statements related to future, not past, events
and are based on our current expectations and assumptions regarding our business, the economy and
other future conditions. In this context, the forward-looking statements often include statements
regarding our goals, plans, projections and guidance regarding our financial position, results of
operations, market position, pending and potential future acquisitions and business strategy, and
often contain words such as expects, anticipates, intends, plans, believes, seeks,
should, foresee, may or will and similar expressions. While management believes that these
forward-looking statements are reasonable as and when made, there can be no assurance that future
developments affecting us will be those that we anticipate. Any such forward-looking statements are
not assurances of future performance and involve risks and uncertainties that may cause actual
results to differ materially from those set forth in the statements. These risks and uncertainties
include, among other things, (a) general economic and business conditions, (b) the level of
manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an
inventory of desirable new and used vehicles, (e) our relationship with our automobile
manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of
financing and the availability of credit for consumers, (g) our ability to complete acquisitions
and dispositions and the risks associated therewith, (h) foreign exchange controls and currency
fluctuations, and (i) our ability to retain key personnel. For additional information regarding
known material factors that could cause our actual results to differ from our projected results,
please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date hereof. We undertake no obligation to
publicly update or revise any forward-looking statements after the date they are made, whether as a
result of new information, future events or otherwise.
SOURCE: Group 1 Automotive, Inc.
Investor contacts:
Sheila Roth
Manager, Investor Relations
Group 1 Automotive, Inc.
713-647-5741 | sroth@group1auto.com
Media contacts:
Pete DeLongchamps
V.P. Manufacturer Relations, Financial Services and Public Affairs
Group 1 Automotive, Inc.
713-647-5770 | pdelongchamps@group1auto.com
or
Clint Woods
Pierpont Communications, Inc.
713-627-2223 | cwoods@piercom.com
GRAPHIC
7
e41431-15139131035766a37b_1.jpg
GRAPHIC
begin 644 e41431-15139131035766a37b_1.jpg
M_]C_X``02D9)1@`!`0```0`!``#_VP!#``$!`0$!`0$!`0$!`0$!`0$!`0$!
M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0'_
MVP!#`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!
M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0'_P``1"``?`8T#`2(``A$!`Q$!_\0`
M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4%
M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D*
M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&
MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$!
M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$"
M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF
M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$
MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4
MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#^_&XNK:T@
MFNKJX@MK:WC>:XN+B6.&""&-2TDLTTC+'%'&H+.[LJJH)8@"L/P]XQ\(^+8I
MYO"GBKPYXFAM9/)NI?#VN:9K45M+EE\J>33;JY2&3*,-DA5LJPQE3C\5?^"?
MNLZ+_P`%2]8_:$_;8^-\.B?%G]GW3?VEOB7\%/V%/A-JL[>*/@CH_P`'?@!X
MG'A%?VEI/`6K:5IVA>(/CE\9OB)I?B;7['QGXST7Q#XC^$W@?3M!\&_#'6/#
M-KKOQ#?QC]J_M5?\$[?V=?VEO!NL16/AM?@7\=+'PSKFF_"3]J/X"27/P?\`
MV@_@UKNH:;G:QX/\`BE\.9_#'B_\`L:UO9;>\UGP)J&LW7@CQ=!:QV'B;
M0=3M5C6(`^^*R;O7]"L)GM[[6M)LIXD662"[U*SMIHXWSLD>.:9'1'P=KLH5
ML'!.#7GGP$\.^/?!_P`#/@QX2^*NK6>O?%#PM\*/AWX<^)&N:=J^J>(-/UKQ
M[HGA'1],\8:M8Z]KECIFM:W9ZCXAM=1O+;5]7TW3]4U*&9+R_L;2[FEMX_P6
M_P""L/P_^`?C;_@KA_P0L\-?&;X=_`[4_#OB'QA^W/X_\;^+_BCH'@F2:^L?
M@9\`/#.J?#WPGJ&J>*+1DU72/^%@^--'\1Z=H=Y`_@WKG_!;7]B/QK_`,$W]%\#6WA+P#\./VLK;_@J+XK_`&8&\.Z+
M\&[WPYJ_PUT[1/V7O`GQ]U#P$+;X?^+OC/9_%Z67Q#X3\#7L]_\`%G0O"NG?
M\)=K&EV_@FPT74(?T>_X*E_MI>(OV'OV5;SQ[\,]"\.>,?VA_BW\2_AG^S3^
MRKX#\67<]EX>\9_M&?''Q'#X5\`V&LRVSPS3Z+X>MCKGC[7]/BO-,FU70/!^
MIZ5;ZKI5S>PZC;@'W[X@\6>%O"=FNH>*O$N@>&;!Y!$E]X@UG3M&LWE.,1K<
MZC^TZ]M+^RNXUFM;RRN(;JUN8GR4EM[B!W
MBFC8`E7C=E;!P37QK^SY^Q!\,/A)X?M-7^)@L_VD_P!HK7M-#_%[]J'XO^&=
M!UWXG?$WQ'?R/?ZY]A^W0:G:_#+X81:Q_;?_9KT.S^&'P:\??M1_#C]G7]N7X#^![.
MT\-_!KX@?#;X_P"KZAI%I^T4WP\TQ(/#&C?'WX3>.QHEY;^/?"NB:3XP^)V@
MZY<>#/B+X@U?P]I>A)I`!^_=Q<06D$US=3PVUM;QO-/<7$B0P0Q1J6DEFED9
M8XXT4%G=V554$L0!5:RU72]2:5-.U*POW@6-ITLKRWNFA6;?Y+2K!)(8UE\N
M3RRX`?RWVYV-BOKMAHVJZ'JVF^)++3-3\/W^FWEIKFGZS:VM[H][I%Q;R1:C
M::I:7T&O&'QOO_C!\3?B%J^BZ+8Z;?\`B>^N_C?\2='\(RZQ>P0)>:FFA^`M
M+\-Z%HOVZ:86&DV4%K:>7!P0#^@:]U;2M-,8U'4]/L#*LK1"]O;:U,JP;/.:
M,3R1EUA\V/S2N1'YB;\;US;:>!(6N7FB2W2,S/<-(BPK"J[VE:4D(L83YS(6
M"A?F)QS7YC_\%.?@7\)OVB-'_8V^%7Q'^'G@7QWK/BC]O#]G>_\`!#>-?"VB
M>)8],B^$.IZQ^TU\5-/M$UFRNUALO&7P2^`GQ'\'>(;%<6FN:+K-UI6IP7=C
M<2VS_I;=:;IUUIESI%U86=UI5U92Z?6REMF
M:WDM7B:%X&,10H=M`&>WBSPJB+*_B;P^L;$!9&UG3E1B>0%B:=:Z?XAT*Z\/Z5
MX2L]5U7QMJVIP00VNE-JE]K-[=+PSI['_P`&Z&E^(]+^&/[>D/@#4?$5]^P'
M%^W]\@']&-%%%`#'&0.,\_EZ?KS^%?C%_P`%,/VM?VUO
M@K\#?BMXQ^#7P3LOA3X)\$ZWI?AW5/CC\0?&/@G7_%>J:;KWB3_A#+/7?A7\
M,O#.H^)H+>#4=7U30;W3O$/Q!U*RU;3]+N+A;SX<0:@XO=)_:"OQ-_X+Z^.I
M_"?[!Y\/0P&5/B?\8OA]X*NY-Q`M;;3;?Q#\1A.0.7W77@*UMMH!/^D!C@#<
MO%F,YT\%B:D:M2G*G1JSBZ;BFY5M82A+I?4_<_HUY=E^=^./AEP
M_F?#.0\4X//>-.'>8XCZG@\?@L/C*D,!#$
M/P$[?OL%66AY!_P;Y^&]:U;X+_M&?'SQ9KGB7Q'XP^*_QHL?#VM:WXEU+4-8
MO=<3P!X5L];77Y]1U*6XO-2U'4-7^)>NP:GJ4\TTMU+I\4YM6M=1\5V'BGQ_?%T\M[E/&/C'7M6T2[8=2
M)?#$NA+$Y)WPQQL"5(Q^G%++*?LL!@XMMMT*=25[ZSK)59MW;=W*;=[ZW;ZE
M_2=XAI<4?2"\6\UPZIK"4^-,UR3`1HQA"C'+>&)QX:RV-"%.,(0H+`91AE1A
M&*4:2A%7M=E%%!XY/05W'X29NKZSI'A_2M3UW7M5TW1-$T6PN]5UG6-7OK73
M=*TG2["WDN[_`%+4]0O98;2PL+*UAEN;N\NIHK>VMXI)II$C1F&E7XY_\%0O
MA!XQ_P""A_A_Q[_P3+^''CO6OAKH?BKX%^(?BI^T=\1="$<$^FZ7K5OXJ\.?
MLO?"!M0F@:XM[7XL_&WPMJ7Q"\?MH9O+FX^#O[/WCCX:>(;;2[+XX:!K`]/_
M`."-_P"U)XA_:X_X)R_LU?$CX@Q:K9?&CPGX2NO@9^T#H_B.>S?Q;IGQV^`.
MK7OPB^)ESXML;.VLUT/6_%NO>$I/'ZZ%/:6USIFE>+M,AEB(*2R`'Z6:KJ^D
MZ%92:EK>J:=H^G1/#'+?ZK>VVGV44EQ-';VZ275W+#`CSW$L4$*M(&EFDCB0
M,[JIAT;Q!H'B*":Z\/ZWI&NVMO?\%%[W5++2M1M]/\`V&OVK=1AL]:M
M+:^TV?4K'X&^.+K2%N+6\22WF;^U8K)K=71C]J$)CQ*$80_\$G?A#X>^!_\`
MP32_81^'N@>'=(\-OIG[*'P&U'Q)::/IEGI4-_XY\0_#'PSK_CK7[Z"SA@6X
MUGQ!XKU+5]7UC4)U:[O]0O+BZNI))Y7<@'W3J/B[PII&HP:1JWB?P]I>K72V
MSVVEZCK6FV6HW"7MQ+:6;P65SLZ5X'
M^'7POT/X(ZQI.G:K>VDUY:0?\+,_:G^$/BZ&T@F2)->\'Z-KL:)J>BV%U;_7
M/[1?[/7PY_:D^%E[\%OB[ITGB#X9:]XF^'^O^,O"++92:3XZTWX>^._#GQ#M
M/!'BRTO[2\M]5\#>*=8\+:9I/CGP[+$+;Q5X2N-9\+Z@_P#9>L7L<@!W$/Q4
M^&%RGF6_Q'\!W"?WX?%_AZ5.I7[T>HL/O`CKU!'45?TKQ]X$UW45T?1/&OA+
M6=6:*2==+TKQ'H^H:BT,.?-F6RM+R:Y,46#YD@BV)@[B,5_,U_P5>_8#_8A@
M_:$_X(V?LY_!_P#8N_91\":]\8/^"CWA+Q]XQ@\%?L\_"+PJGC#X$_LU?"OX
M@?$3XM?#_P`41:#X0T]/$'@77--NM%EU[PIJRW>@:L-.M5U&PN%B0#]J_"W_
M``3>_8I^&WQB^$WQV^"_[,WP,^`OQ+^$NH>,'T[Q-\%/A)\/?ACJ'B3P_P".
M?`VO^"M?\'^*IO!GA_1O[8T&>35M,\201W:2W-CKGAS37L+FVM+O6;;4`#[G
MR/6O-?'GQG^#WPLETV#XG?%?X:_#F?6I1!H\/CSQUX7\(2ZM,S%5ATV/Q!JF
MG/?RLP*B.U$KE@0!D&OS@_X*?_M4_%OX;:[^Q_\`L8?LR>(M/\&?M0?\%"/C
M9JOPJ\&_$2]L=-U>Z^"WP1^&GAE_B#^TS\>/#>@:[!-X=\4^./AO\/%M8?`O
MA?Q"8])U'Q9XDTF^O!J%OI-QH^H_<7P9_95^`WP(\*W/A7P#\/-&6368H7\<
M^,O$\9\9?$OXKZVMC;Z??>,?C!\2?$YU3QI\4_&VM6]K!_;?BOQQK6M:UJ)1
M4FNO(BAAC`/?;.^LM1MK>]T^\M;ZSO(8[BTN[.XBN;:ZMY5WQ3V\\#O%/#(A
M#1RQNR.IW*Q'-0:KK&DZ%92:GKFJ:=HVG0O!%+J&JWMMIUE%)=3QVMM')=W<
ML,"/<7,T5O`C2!I9Y8XHPTCJI_!G]HV-?^"5_P"W-^Q#\2/@!::5X$_8\_X*
M#?M'V/[&O[3/[..B^78?#K1_VE?BMH6N:Y^SC^T1\$?A[8V4.C?#'QKX@UWP
MQXO\*_M"W_A6;2/#/Q-T6Y\.:_XL\(ZW\1;*S\=:=^Z?BOPEX4\>>&]5\(^.
MO#7A_P`8^$]?M6L==\,>*=&T[Q#X>UJQD(9[+5M%U:VO-.U&T=E1FM[RVFB+
M(K%2R@@`U].U+3M7LX-1TF_LM4T^Y5FMK[3KJ"]L[A4D>)V@NK:26"55ECDC
M8QNP61'0X96`FNKJULK>XO+VY@M+2U@EN;JZNIH[>WMK:"-I9[BXGE9(H8(8
MD>2661ECCC5G=@JDC^6__@WP^(WBWX`?$?\`:>_X)N^.].@T+X:ZA?\`BK_@
MH+_P3C@LM7]'U/]A+XX_%OQ+X=?0_#XB=K;PQI?@7QY%H^K3>';U;75[OQ
M#\4_$FLPQWVA2Z7J][ZI_P`'-?[1WQ+\%?\`!.SXY_L^?`"\MXOB1\3O@]XK
M\=?&36!JLVF2_#K]D+P?XC\(^%/BOK,DUM:7OGZM\5_%7CGP/\"O#?A6[2UE
M\6Z!XW^)NO:;=+IWPU\4W>G`']&6EZQI.N6<>HZ)JFG:QI\S2I#?Z7>VVH6<
MKV\KP3K'=6DLT#M#/&\,JJY,&/#.E6.B:#HNGP>'=.6*STO2M-@MK
M*RMU'/E6\,:%RTA4RO([?E;XK^(WB/\`;Y_X*??&G]AQ-:\1^'_V1O\`@G]\
M,OA)XQ_:N\,:+JFH^%;O]I']H']H[1KSQC\'?@]XLU323#JFN_LY>$/A/8WG
MC3XA^$-/US1]-^*'C35=.\`_$C1_%'PVT_6_#WB0`_62+XZ?!*;QP?AE#\8O
MA9+\21U^'L7Q"\)2>.!TZ^$TU(Z]^S1
M^SIXG^&7_"E_$7P%^#.N_!]=-BTF/X5:M\,O!5]\.8M,MHUCM=/A\%W.B2>'
M(+.U1(UM8(=.2.V$<9@5#&A'Y/?\$Z/BQXW^!?[?'[;W_!)[QGXQ\8?$/X<_
M`3P?\*_VE?V,O%/Q"U_5?&WQ!T#]G+XMP"P\5_!3Q5X]U_4-1\3>+-`^"/Q*
MD@\,_"?6?&FI>)?'4_@C4&TCQ!XFO+#PYX?M[<`_:W7O&/A'PJ]G'XH\5>'/
M#;ZB95T]->US3-'>^:`PK,MFNH75N;HPM<6XE$`$/@RINR?^%G_#4+O_
M`.%A^!MG7=_PEN@;><8^;^T,=QW[BOG/XN_L&_LM?M$?&>'XT_M&_!KX=?M"
MZKH?PZT;X<>`?"OQN\`>!?B=X'^&=G;>(_%'B/Q5XD\!^'_%_AW5DT3Q?\1I
M-;\/Z5XVUT2S37NA_#SP5ING+ID4&M_VS^('[!_[`/[&/Q$_X*H_\%M9_$'[
M&'[(GB3X)?#?QM^PK\'O@SX4OOV=?@[J?A+P'XC\._LU7OC'XV6_A/0;GP=/
MHOAO4-?\2>/O#EUXNDT6TL[C6+[3M._MAKF73;-H0#^FK0O$GAWQ19-J7AG7
M]%\1:"
MO$E_\+/A7\,-9L/!7AKPSIFE:9H^D:Y_PJRU\9:E;);NS^*_$_B.YBD2SN+:
MUM_R6_X.7/#OP]^('_!-RU^"?BG0M(U+QU^TM^U=^R'^SM\&=7O-*L;W6?#G
MCKQQ\?O`WB+6+OPWJ%Q;2WVC7VH_#CP1XWTJ\N=*GM+F\TRZNM.FD>SN;B"4
M`_?S2]6TK7+"WU31-3T_6-,NU9[74=+O;;4+"Y1)'B=K>[M))K>95ECDB9HY
M&"R(Z$AE8#(LO&W@S4=2&C:?XN\,7^L&>[M1I-EK^E76I&YL/.-];BQ@NWNO
M/LA;7!NX?*\RW^SS>5)MOZ!H&B>%]&TSP]X;TC3=`T'1K&UTW2-$T:QM=
M,TG2M.LXE@M+#3M.LHH+.QL[6%$AM[6VAC@AB18XT55`'\^5C\'_`(8?LA_\
M'&FA>.=/\$>!_"6C?\%._P!AKX@67AW5;"STZ/7]:_:M_9<\;>'O%/Q3;3[2
M"QB.@VGBK]G[6_#.OZ_=6=PK^+O$/AO5]4U6.YU!;FY<`_H.UGQ!H'AV"&Z\
M0:WI&A6USS01RW+6UKVN;=Y(9X9%(9)8G=&!!
M5B#7YP?\%$?AYX,_:ML/A-^P'XC\*Z)XSLOVB_%]IX\^+,6JP:3>'P'^S+\!
M=?\`"_BWXL^+H+35K5_,U/XA^(M1^'/[+^BRZ!J.E>./#3_M`ZC\5?"TMU9_
M"WQ+"GZ(>'?#N@^$M"T?PSX6T32O#7AOP_I=AHN@^'=!TZST?0]"T;2[6*RT
MW2-'TG3H;?3],TS3K.&&TL;"Q@AM+2VAC@MXDB15`!BW7Q)^'5C?W6E7OC[P
M79ZG8RF"^TZZ\4Z';W]G.#@PW5G+?)<6\H/!CFC1P>U4)_B[\*+5_+N?B?\`
M#RWDQNV3^-?#<3X/0[9-25L''7&*_FX^-EO^P[:_\'('BSQI^U'KG[+6@>&O
M!/\`P2(^'OAU[?\`:#U#X4:'H=S\9?&G[5WCW6K75;1/B3+9V6K>.+7X5:<+
M/^T[47.KV?A77%L7GCL+A(C^B/A[]D7_`((N?\%!)?%WBCP7^S1^P]^T98_!
MKQM"GQ!X_\!_"[X::YX:M?&,_@WP/\0=0\+V/CKP;I46B>+Y=)\.^-?"=S
MJ']G:MK5CX=U34K[0I9K#Q!:^(=,M0#XV_X(G>(="_8"\8_M`?\`!%WXSB]^
M'7COX,?'/XN_%/\`8BG\8O'9Z;^TS^QK\4O$U[X[\)>(/ASXGNWM;#QW\0OA
M_J>H^(;#XO>&]#MQ-X9NI8[>T_M9O#WC*7P_G_\`!TS8_L_7?_!,CQ(GQ`MO
M`=G^T%XK^)GP3^&'[+/BW4]#TV[^*FB^(O%OQW^%&M_%G3?A7XC%C<>)?#4.
MK_![P=XKG\<'1;RPT_6-&TFTTK6FN99]'L[C]^_B]\"/@C^T#X>M/"/QX^#G
MPK^-?A.PU6VUVQ\,?%SX>>$?B3X>L];L3FQUBTT7QEI&LZ;;ZK9,2UIJ$5JE
MW;MS%,G?D_AU^R5^RO\`"#QA/\0OA/\`LT_L_P#PP\>W6E#0KGQO\//@S\.?
M!7B^XT,%6&C3^)?#7AS3-:FTG='&_P#9TEZUGNC0B$%%P`>G?#GX=^`?A+X'
M\-_#?X7>#/"_P\^'_@_3DTCPMX+\%Z'IOAOPQX?TV.22466D:)I%O:Z?8PM/
M+-<2K;P)YUU-/%O`O[17_!R%\)?A-\5="\&?$;P)^SQ_P2
M*^('QH\-^"/&.B:)XLTC3OB=\6?VJ-&^&FM:G)HFN6]_8I?R^!M"TEUG^QK=
M0VXLGWB&[C-?T15\H-^P?^Q"_P`6S\?G_8Y_96?XZMXJ3QVWQI;]GGX1M\6#
MXWCU%-7C\9'XBGPB?&'_``E::K&FIKXB&L?VNNH(EZ+P7*+*`#\F?^"4^NC]
MC3]N+_@H)_P2*\0XT#P5X2\=S_MT?L(:5++GR(K/2L1^O\`_!>#X!?&3XM_LI_`
M_P"-'P$\$ZQ\5_B3^P+^VW^S;^W[IWP6\-6PNO%7QFT;]G[4O$EMXL\`^%E#
M22GQ$?"_C/6/$^EV=A8ZQK&MS^&?^$;T'1=5UW6=.LY/U(^)/[-'[.?QE\8>
M`_B'\7?@%\%?BGX_^%ET;[X8^./B/\*_`OCCQA\.+UKVTU)KSP'XF\3Z%JFM
M>$+M]1T_3[]KCP]>Z=*UY8V=RSF:WA=/;0N!CKUZ\]3GOGIV'0#@8%`'A/[.
M/[3/P,_:V^$/A+XZ?L\_$7P_\3OAGXST^VO-+U[0+M7FL+N2V@GO?#?B?1YO
M*UCPCXST"2<:?XI\&>)K'2O$_AC5XKG2-=TJPU&VFMD_'K_@ICI4'_!2+]I'
M]DO_`()U?!J5O&7A#X(_M0_"[]K7_@H-X^T)WU'P!\'OAA\%DU/7?`_[//C?
M7[.2'2H_C/\`M!^*M3TJ7P]\.;+5KGQ[X2\(Z!_PM#Q%X4M_!=WI.L7GZN>+
M?V(_V,_'WC/Q)\1O'/[)'[,?C/XA>,H8K?Q?X[\6?`/X5>(_&7BJW@B$$,'B
M3Q/K'A6\UO7(H8`(8H]4OKI(XE6)%$:A1[7\/?AO\/?A+X1TCX?_``L\"^#?
MAKX#\/0M;>'_``5X`\+Z)X-\):%;-(TK6^C^'/#MEIVCZ;`TKO(8K*R@0N[,
M5+$F@#B_VC_#_C;Q7^SO\>?"OPV4/\1O$OP9^*'A_P``(;J&R5O&NM>"-,]`D,>I^%_$$7B6*]U
M>/2=+?&?BI[>VCLK=_$GBC7_``?J&MZXUO9PPVD#:G?7
M)AM8HX(]L2*@`/)M3\4^%OVH/VT_A)I7@+5++QO\/OV'I_B7\2?B+XS\,ZK#
M?^'/#?[4OCGP)K7P)^'?PH.K6"W.E:UXQ\.?!+XG_M"^(?BEX-COX=>^'$?B
M?X+ZCXCT^!/B!X>:3[_UC5],T'2M2UK6KZUTO2-'T^\U75=3OIX[6QT[3=/M
MY+J^O[VZE98K>UM+:&6XN)Y66.*&-Y'8(K$8W@?P)X)^&?A30O`?PY\'^%O`
M'@;PMI\&D>&/!G@GP]I/A3PGX`/B5X1T#QUX)\0PV-]
M;ZG91:WX5\46&J:%JL=IJ5G::A:I?6$ZV]]:6UW$$GMXI$`/YQO^#?O]D']F
MC]I7_@DA^S)\:/VHOV=OV?OVA_BE\6O%_P"TE\5?$OC#XO\`P>^&WQ.UAM:\
M4?M._%RZD\G4_%_A[6[JW4-9P7[V<4D<-IJ=Q"-(8((42**)$C1550!X=
M\$/V5OV8OV9H=;M_V)?L7_"1V_P2^$'P^^%,.O\`]FM=OIYU
MJ+P)X?T&/5?L#ZA?O9?;EG^RO?7C0>6;J8O[W0`444'@$^E`"$XZU_,!_P`'
M'WQ#F72_V7OA5::JHMKS4?B1\0/$&AJ09//TJV\+^'/!^K2KD%1Y>M>.+2U(
MW;RMX",*I/\`0S\=?C[\*_V;_`-]\3?C%XD?PIX,TZ>&UN=4CT7Q!K[BZN(;
MB>"W33_#6E:OJ3O-':3[7^RB!63$LT>Y"W\F?[9WPZ_:G_X*R_'B/XZ?LY_!
M74]1^"^B^#M'\!_#J]\2>.OA?X6U2_T/3+W5M8OO$.JZ+JWCN&\TZXUCQ%KF
MK&V@6&6[30[?1A?117B36EOXV=5)2P=7#4(RK8BNX)4:474J*G&I3E.;C!-Q
MC97\,>'O!5'/<96XIXEQV$R3(<3GE
M;)\3E>795@\RS*KA\/C,SIU\TAF#PN$G6K4*.%=6O&G&5-S_`*NOV6?!U]\/
M/V9_V>O`6J*%U/P5\$?A7X4U)54H!J'A[P+H6DWH"G[H^TVDO%>\U\7?L[?%
M?]K[Q/=:'H/[07[*&B?">V31H8M5\<>&OCKX.\>:;+J]IIV99D\(V6G6FKZ5
M9:I?0/':VL&K>(I--^TP1W-[=Q13WQ^T`M3<73CR*:@DHQ52G.G*T4DO
M'_`+2G[0OPO_91^`_Q6_:+^,VO0>'/
MAK\(/!.M^-?$]_)-91W5U;Z5:N]EX?T*WO[RQAU;Q9XIU-K+PSX.\.PW*7_B
M7Q3J^C^'],2;4=2M89/<*\F^,'P%^"'[0GA_3_"7QZ^#GPK^-OA32=:@\2:5
MX8^+OP\\)?$KP[IGB.UL=1TNU\0:?HGC+2=9TRSUNVTS6-6TZ#5;>UCOXK'4
M]0M([A;>\N(Y+/ES\[O@;_P3D_MSPUK/QE^/7Q5_:@\#_M+_`+1WB%_C=^T9
MHOP0_:[^-_PX^'NC_$?Q%HNB:'I?@/0-(^&?C7PYX5U?1O@G\-/#?@#X">&/
M%T.E0ZEXM\(_"WP_XAUJ2XUC4;ZXE^3_`/@G;H_A?]@C_@JS_P`%`?\`@F_;
M^+O$&I>#?VC_``=\/O\`@I_^SQ:^-?$OB#QQXQOM4\>75Y\&OVN)/&7Q$\7Z
MK?ZUXF\6Z[\6/!/AWQSI=I=3W6JW.AZGX@U.YGN?[,O[E?WJ\`?#WP%\*?!^
MA?#SX7^"/"'PW\`^%[62Q\->"/`/AK1O!WA#P]92W,][+9Z%X9\/66GZ+I%K
M)>75S=/;V%E;Q/(!K']K).6E6[$AW``^1/^
M"Y'P[^*?Q6_X))_MY>!/@OI=_KGQ#U?X">(+K3M!TF*>YU?7=!\/ZAI/B7QU
MH>C6-K'+=ZKK6L>`]'\2Z;H^BV44U_KFI75KI%A;SWE[!"_T]^Q9\??@=\:O
MV.O@)\9/@YXZ\+^(/A%J'P8\"W>GZ]I^N:7/8>';32?"6EV^I:!XDFCN?+\/
M>(/"$UM/HOBO0]6^QZEX)M8\?:[^S%\%-7\::MXD6=;E?$&J>*=0\$
MW&N:AK:W"K.NJW5]+?"94E\_S%#4`><_`7Q-X9_:H_:R\9_M6^!KN'Q9\$/@
M]\';O]FC]GWXH:7=F;PK\2?$?Q%\-])\=?#)+[X4_LT^
M!O#OQ#T?4+W2-1\=_#OXMZ)I#366D?VGJGZ(U!;6T%G;P6MK##;VUK#%;6UO
M;Q)!!!;PHL<,$,,86.***-52..-51$4*BJH`$]`'X&_M:3Z?\3_^#@3_`())
M>`;/Q3IMCJG[+_[,7[>W[3NO>&Y;ZUCU#5],^,'A3PM^S?X:CALGE%Q/,]W)
MXFU.R6*,R-9>'-?FC#06=ZT7[X@Y&?\`/I7RKJW["G[$VO\`Q%G^,&O?L??L
MM:W\6[GQ-!XUN/BGJ_[/GPFU+XCW'C&UN%N[7Q9/XXO?"4_B>7Q-:W2)_\`!.OXL_':S_:,\!>`])OM?\:Z)^SW^UC\-=%^$_Q'^.NAZ!I%
MKJ6O^*(/@58:);^*-<\*>'])U#4-0T6]O-7NIM#\.Z#X@U_3?VD^%7QD^%/Q
MS^'WA_XK_!KXB>#?BC\-/%6GC5/#OCKP)XBTKQ-X7U>Q*[GEM-7TJZN;,O;-
MNAO;:22.ZL+F.:UO88+B&6)/2L`]1FOD3Q5_P3]_80\=>*-<\;^-_P!BG]DC
MQCXT\3WD>H^)?%_BK]F_X.>(?%'B'4(MGE7VN>(-6\&W>K:O>1^7'Y=SJ%W<
M3($0*X"*``?EW\<8KW_@J'_P4G_8X\*?!R\?Q=^Q!_P35^*.O?M._M#?&?2C
M:7GPH^(O[9N@:+=^%_V>/@?\*?&4<4MOX[\<_`NZU/QAXU^,UYX*N=>\'>!X
M];B^'OC;6O#OQ-_LWP\WZN_ML_'B/]EO]CO]J']HY_[-DN?@=\`/B[\4=)LM
M4U&'2;36/$/@OP%KVO>&_#RWT\L*Q7GB37[+3=!TV-)/M-UJ.I6MI:)-=SPQ
MO])Z7I6F:)IUCI&C:=8Z3I.F6L%CINF:9:6]AI^GV5M&L-O9V5E:QQ6UI:V\
M2K'!;V\4<,4:JD:*H`K@/BU\%/@[\>_"J>!?CC\)_AI\9?!4>K6.O1^$/BOX
M#\+?$7PLFMZ8MPFFZPOA[QAI6L:2NJZ>EU=+8ZBMH+RT6YG%O-&)I-P!^`W_
M``46_9KU[]B_]CW_`()X_MQ_`#2G\4_$S_@BYX9^&O\`PDFD>'/L=S>?%K]B
MA_AKX;^#G[6?@33I[QO[):Y;X::?#\2]%\2:P;N+PQ!X/US5-$MFU_4;*9?)
M_P#@I;#K'C#_`((=?\%+?VV/B]IEYX&^(/[:'PE^'GB/PMX0\:0PZ'XE^$W[
M..E^./#VG_LI?`W7K*XN9I=-\:1:)XRUSXJ_$?PK-<7TWA_]H+X[_%GPGHU[
M?Z+IVAX_I/\`"/P2^#G@#X;'X,^`_A/\-/!/P?.F:YHO_"J/"7@/PMX;^&O]
MC^)Y;Z?Q+I/_``@NC:79>%_[,\0SZIJ^&?@SXE:/H.LFUEL3J^
MBZ9XST;6K+2M3^Q3SV?VZQ@@N?LLSV_F^2SHP!L?!?5=-UKX0?"C5M'O[35=
M*U3X:^!M1TS4].N8+W3]0T^]\+Z5=65]8WEM));WEG>6TT5Q:W5M)+!/!(DL
M4C(RL?PE\*^*8?\`@G+_`,%I_P!M;QK^TG=V7@+]F+_@JMX>_9CU_P"`?[1&
MNSSV/PM\+_M#?LZ?#&Y^%OB3]G/XF^-;U%T7P#X]^(ND37WCWX8R^+[[0O"G
MB_3]-M_!G@[6=8\=/<>&H?W>^%7P;^$GP*\)6_@'X)?"[X<_!WP':7E[J-KX
M)^%?@?PS\/?"-MJ&I.LNH7]OX;\):9I&C0WE_*BR7MU'9+/=2*KSR.PS77>(
M_#7A[QAH>J^&/%>A:-XF\-Z[93Z;K?A[Q#I=CK6AZSIUTOEW-AJNDZE!Z1T4_CI_P3/^
M"WCCXL_ME_MV?\%8/B5X2\3>`-(_:O/PS^"?[(W@#Q[X>UOPMX_T?]E+X&Z/
M_9<7Q0\2^'/$(TWQ!X27]H_QG#%\1M#\!>*?#&@^)_"GA[2]*OM369_%7V>Q
M_1KX??L'?L/_``E\3Z)XU^%?[&W[*?PT\9>&I)9/#GBWX?\`[._PB\&^)M`>
MX1H[A]%U_P`.^$-.U72WG1V29[&[MS*C,LFY20?J[`'0"@`9@HR>GX?UQ7X!
M_P#!`;6-$\>^%?\`@J9\<="\4V7C71?C?_P62_;?\6^$O$MA?0ZE;WWP[TJ^
M\!^%OAZEO=022QMIX\.:1;W6BA7*-HU[8R6^ZV>)S^[/C#P=X3^(7A?7O!'C
MSPQX=\:^#/%.F7>B>)_"7BW1-,\2^&/$>BZA"UOJ&CZ]H&LVU[I.L:7?6[O!
M>:?J-ITZ'1]=UG
MX._!CX<_#/5=:TFWFAN+?2]5U'P5XWFBL;R6:VCE@AD2-7BC9
M0#Z&K^??_@MEJ%CXW_:4_P""&O[.(-B=:\8?\%6/AE^T3`MY=0P;M`_91\">
M,/$WB&-8Y9%$IG_X3K3(X5".TUY]EM(LS74<>>:QLOM?V:TDFE>")&D>5!YZ]._O7X.?\%^I=0^"?P`_9D_X*
M)^&_[0@U[_@F]^V=\!OCUXJ?P\4B\5^)/@#X\\3P?`CX_P#PST6Z>TO!!:>/
M_"'Q*LH/$.Z-8O[&T>XFE<&WCK]XHHHX8HX8D6.*)$BCC10B)'&H5$1%`5%5
M0%55`"@```"N;\9^"O!_Q&\*^(?`OQ`\*^&_'/@CQ;I%[H'BKP;XPT/3/$WA
M7Q-H6IP/:ZEHOB'P]K5K>Z1K6DZA:RR6U[INHV=S9W4$CQ3PNC%2`?%'[#]G
MK/Q:;XC_`+M)^SUX>U*
MQECMK^TUOXER>*/''[3?BK3M?T_3O&'A#6_CP?A'XF%TGPHT9HOOTG'^?\_3
M\::B+&BHH`51M4*`H`'0!1@``<``8`H==X`W$#OCJ1['L?0]10!_-E^QMX.^
M!'Q__P""T?\`P7@\<_%?P#\)OB3I'P[U+_@GK\(O!&K?$SPWX+\6MX9N?"O[
M/?B]_BCI6AGQ-;:@^A03>+GLDUL6JVT5_=Z59"Z,EQI^RW^F7_;,_P""8O\`
MP3<\;?&;P'\)K_6O%^L?&_XNS_';XH?"3]C;X/W/QZT;X*>,[CX4?"+X2A?$
MO@O]FKP=JG6GC^)=<\?^.'^*GBC3[^]M([BSTG[2?_@F
M'_P39D6X27_@GQ^P](EU*\]RC_LF_`5DN)Y7WRSW"GP$?/FE?YI)9=SL>2=Q
M)KWGX*_LU_L[_LVZ5K6@_L[?`;X+_`30_$FHQ:OXAT;X+_"SP-\+M*U[5K>`
AVL&IZSIW@?0M"M-4U""U/V:&]OH9[F*W_