-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ObTvzKFyq3LhBeIJ2NFSFMj0OVYkKAorHIU+gr8HRVplodRZuXOSFRCDoen5Uhy+ 4rqEY4ImX75ALXk8Q6gWDw== 0000950134-07-007417.txt : 20070403 0000950134-07-007417.hdr.sgml : 20070403 20070403163351 ACCESSION NUMBER: 0000950134-07-007417 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070403 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARBUCKS CORP CENTRAL INDEX KEY: 0000829224 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 911325671 STATE OF INCORPORATION: WA FISCAL YEAR END: 1002 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20322 FILM NUMBER: 07744867 BUSINESS ADDRESS: STREET 1: P O BOX 34067 CITY: SEATTLE STATE: WA ZIP: 98124-1067 BUSINESS PHONE: 2064471575 MAIL ADDRESS: STREET 1: 2401 UTAH AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98134 8-K 1 v28840e8vk.htm FORM 8-K e8vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
April 3, 2007
Date of Report (Date of earliest event reported)
STARBUCKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
         
Washington   0-20322   91-1325671
         
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission File Number)   (IRS Employer
Identification No.)
         
2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices)
(206) 447-1575
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 99.1


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Attached hereto as Exhibit 99.1 and incorporated herein by reference is the text of a press release of Starbucks Corporation (the “Company”) dated April 3, 2007, announcing the appointment of Peter J. Bocian as executive vice president and cfo designate of the Company, effective May 14, 2007. Mr. Bocian will assume the role of executive vice president, chief financial officer and chief administrative officer effective October 1, 2007. After 12 years as the Company’s chief financial officer, Michael Casey will transition from executive vice president, chief financial officer, and chief administrative officer to a senior advisory role effective September 30, 2007, the last day of the Company’s fiscal 2007. In 2006 Mr. Casey announced his intention to transition out of the chief financial officer role.
Prior to joining Starbucks, since 2004, Peter J. Bocian served as the Senior Vice President and Chief Financial Officer of NCR Corporation. From 2003 to 2004, he served as NCR’s Vice President, Finance and Interim Chief Financial Officer. From 2002 to 2003, Mr. Bocian was the Chief Financial Officer of NCR’s Retail and Financial Group, responsible for overseeing the financial and administration functions for the group and its four business units. From 1999 to 2002, he served as the Chief Financial Officer and Vice President of NCR’s Retail Solutions Division. Mr. Bocian began his career at NCR in 1983 and has since held a number of positions of increasing responsibility in the areas of finance, general management and logistics.
The Company entered into an employment letter (the “Letter”) with Mr. Bocian on April 2, 2007. The Letter is filed with this report as Exhibit 10.1 and is incorporated by reference herein. The material terms and conditions of the Letter are summarized below. These material terms and conditions were reviewed by the outside compensation consultant to the Company’s Compensation and Management Development Committee and approved by the Committee at a meeting held on March 28, 2007.
Base Pay
Mr. Bocian will be paid a base salary that annualizes to $575,000.
Bonus
Mr. Bocian will be entitled to a one-time sign-on bonus of $500,000 less any payroll taxes, to be paid within 30 days of his start date. Mr. Bocian must reimburse the Company on a pro rata basis should he choose to leave the Company during his first year of employment.
For the fiscal year ending September 30, 2007, Mr. Bocian will receive a guaranteed minimum bonus of $287,500 under the Company’s General Management Incentive Plan. For fiscal year 2008, Mr. Bocian will be eligible to participate in the Company’s Executive Management Bonus Plan at an incentive target of 50% of his eligible base salary.
Stock Options
In connection with joining Starbucks, Mr. Bocian will receive a one-time sign-on stock option grant to purchase 200,000 shares of the Company’s common stock. The stock options will be non-qualified and will vest in equal installments over a four-year period, beginning on the first anniversary date of the grant, subject to Mr. Bocian’s continued employment. The exercise price of the stock options will be equal to the regular trading session closing price on the date of grant, which will be the date the Compensation and Management Development Committee of the Board formally approves the grant, shortly after Mr. Bocian joins the Company.
In fiscal 2008 Mr. Bocian also will be granted non-qualified stock options, with an economic value of $1,000,000, subject to approval by the Compensation and Management Development Committee and the Board of Directors, when the Committee and the Board approve the Company’s regular annual stock option grants in fiscal 2008. The options will vest in equal installments over a period of four years, commencing on the first anniversary date of the

 


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grant, subject to Mr. Bocian’s continued employment. The exercise price of the stock options will be equal to the regular trading session closing price on the date of grant.
Deferred Compensation Plan
Mr. Bocian will be eligible to participate in the Company’s Management Deferred Compensation Plan, which allows him to save on a tax-deferred basis upon meeting certain required criteria.
Health Benefits
The Company will provide a continuation of Mr. Bocian’s health coverage until he is eligible to participate in the Company’s health benefits, which is approximately three months following hire.
Executive Life Insurance
Mr. Bocian will receive executive life insurance equal to three times his annualized base pay and may elect to purchase an additional two times his annualized base pay, to a maximum benefit of $2,000,000.
Severance
If the Company terminates Mr. Bocian’s employment during his first 12 months at Starbucks for any reason other than for cause, Mr. Bocian will receive a lump sum severance payment equivalent to one year’s base salary, less lawful deductions.
Relocation Benefits
In addition to the standard package of relocation benefits that Starbucks offers its most senior executives under the Company’s domestic relocation program (which includes assistance with the sale of his home through an independent relocation company), Mr. Bocian will be offered a guaranteed purchase offer (GPO) for his home in the departure city if Mr. Bocian’s home doesn’t sell within 90 days from the date the home is initially listed for sale. Under the GPO, if Mr. Bocian’s home hasn’t sold within 90 days of initial listing, the independent relocation company will arrange to have two independent appraisals and an inspection obtained for the property. The relocation company will offer to purchase Mr. Bocian’s property for the average of the two appraisals and taking into consideration any inspection issues. Mr. Bocian will receive the sale proceeds directly from the relocation company if he accepts the offer. The relocation company then will arrange to have the house sold on the open market, at which point Mr. Bocian will no longer have responsibility for the property. Mr. Bocian must reimburse the Company on a pro rata basis for relocation expenses incurred by the Company on Mr. Bocian’s behalf should Mr. Bocian choose to leave the Company during his first year of employment.
Non-Competition and Confidentiality Agreements
Mr. Bocian will be required to sign a Non-Competition Agreement and Confidentiality and Invention Agreement as a condition of his employment.

 


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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
     
Exhibit No.   Description
10.1
  Letter Agreement dated April 2, 2007 between Starbucks Corporation and Peter J. Bocian
99.1
  Starbucks Corporation press release dated April 3, 2007

 


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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
         
  STARBUCKS CORPORATION
 
 
Dated: April 3, 2007  By:   /s/ Michael Casey    
    Michael Casey   
    executive vice president, chief financial
officer and chief administrative officer 
 

 


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EXHIBIT INDEX
     
Exhibit No.   Description
10.1
  Letter Agreement dated April 2, 2007 between Starbucks Corporation and Peter J. Bocian
99.1
  Starbucks Corporation press release dated April 3, 2007

 

EX-10.1 2 v28840exv10w1.htm EXHIBIT 10.1 exv10w1
 

EXHIBIT 10.1
March 29, 2007
Mr. Peter J. Bocian
1024 Whispering Pines Lane
Dayton, OH 45458
Dear Pete:
I am pleased to offer you the position of executive vice president and cfo designate reporting to me at Starbucks Corporation, subject to approval by the Board of Directors. As a new partner, you have the opportunity to help create a legacy through your valuable contributions and you will soon be participating in various classes and immersion activities that will provide you information about Starbucks history, coffee, and culture. I value your passion for the organization and look forward to you joining the team on May 14, 2007.
Title/Transition
In order to allow time for you to complete your immersion before assuming the full responsibilities of chief financial officer, you will join Starbucks as executive vice president and cfo designate and remain in that role until October 1, 2007. At that time you will assume the role of executive vice president, chief financial officer, and chief administrative officer. You will report to me in both roles.
Here are the specifics of your offer:
You will be paid bi-weekly at a base salary that annualizes to $575,000.
Sign-on Bonus
You are guaranteed a one-time sign-on bonus of $500,000 less payroll taxes paid in full 30 days after your start date. Please note, should you voluntarily leave Starbucks during your first year of employment, you will be responsible for reimbursing Starbucks for a pro-rata gross share (n/12 based on number of months worked) of the one-time sign-on bonus you received. Your sign-on bonus is not eligible pay for purposes of making contributions into Starbucks savings plan.
Sign-On Stock Option Grant
You will be granted stock options to purchase 200,000 shares of Starbucks common stock under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan, subject to formal approval by the Compensation and Management Development Committee of the

 


 

Pete Bocian
March 29, 2007
Page 2
Board of Directors. The exercise price of the options will be the regular trading session closing price of a share of Starbucks stock on the date of the grant. The grant date of your options will be effective in accordance with the Company’s option grant policy. The options will be non-qualified and will vest in equal installments over a period of four (4) years, beginning on the first anniversary date of the grant, subject to your continued employment.
Annual Bonus
For fiscal year 2007, your bonus will be guaranteed at a minimum 100% payout of $287,500 under the General Management Incentive Plan. For fiscal year 2008, you will participate in the Executive Management Bonus Plan for the full year. Your incentive target is 50% of your eligible base salary. This incentive is based on achievement of company, business unit/department, and individual performance goals. We will provide you with more information about the bonus plans and a copy of the plan documents. Starbucks reserves the right to review, change, amend, or cancel incentive plans at any time.
Stock Options
You will be granted stock options to purchase shares of Starbucks common stock with an economic value of $1,000,000 (USD) under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan, subject to approval by the Compensation and Management Development Committee and the Board of Directors when it approves the Company’s regular annual stock option grants in fiscal 2008. The annual grant occurs on the second business day after the Company releases its fiscal year-end earnings (i.e., currently expected to be on or about November 19, 2007). The exercise price of the options will be the regular trading session closing price of a share of Starbucks stock on the date of the grant. The options will be non-qualified and will vest in equal installments over a period of four (4) years, beginning on the first anniversary date of the grant, subject to your continued employment. As an executive, you are not eligible for stock option grants under the Company-Wide Stock Option Plan (commonly referred to as “Bean Stock”).
Insider Trading
As an executive, with access to sensitive business and financial information about the Company, you will be prohibited from trading Starbucks securities (or, in some circumstances, the securities of companies doing business with Starbucks) from time to time in accordance with the Company’s Insider Trading Policy and Blackout Procedures. A copy of the policy will be provided to you and you will be required to sign a certificate indicating that you have read and understand the policy.

 


 

Pete Bocian
March 29, 2007
Page 3
Management Deferred Compensation Plan
You are eligible to participate in the Management Deferred Compensation Plan (MDCP). The MDCP provides eligible partners with the opportunity to save on a tax-deferred basis. If you are eligible, you will receive general information and enrollment materials at your home address as soon as administratively possible after your start date on U.S. payroll. If you have questions about the MDCP, please contact the Starbucks Savings Team at savings@starbucks.com. You may obtain more information about the MDCP on the Savings link at http://LifeAt.sbux.com.
COBRA
Should you elect COBRA (continuation of health coverage) from your previous employer, Starbucks will pay your COBRA premiums less applicable taxes until you become eligible for Starbucks benefits (approximately 3 months following hire). Once you have signed up for COBRA coverage (within 60-day election period), submit proof of payment(s) to your Partner Resources contact for processing.
Executive Life Insurance
As an executive, you and your family have a greater exposure to financial loss resulting from your death. Starbucks recognizes this exposure and has provided for coverage greater than outlined in Your Special Blend. You will receive partner life coverage equal to three times your annualized base pay, paid for by Starbucks. You may purchase up to an additional two times your annualized base pay (for a total of five times pay) to a maximum life insurance benefit of $2,000,000.
Severance
If your employment is terminated by the Company during your first 12 months at Starbucks for any reason other than for cause, you will receive a lump sum severance pay, equivalent to one year’s base salary, less applicable taxes, within 30 days.
Coffee Hedging
As an officer of the Company, a member of the Coffee Management Group, or a partner involved in coffee procurement and trading on behalf of the Company, you are prohibited from trading in coffee commodity futures for your own account. If you have further questions, please contact your Partner Resources generalist.
Executive Physical Exam
You are eligible to participate in Starbucks executive physical program. Information about the program and our program provider will be emailed to you (new participants are

 


 

Pete Bocian
March 29, 2007
Page 4
notified at the beginning of each calendar quarter). The program provider will contact you shortly thereafter to establish an appointment. If you have questions about this physical, please contact Kelley Hardin at (206) 318-7756.
Relocation Benefits
Details of relocation benefits will follow under separate cover.
Please Note: Should you voluntarily terminate your employment with Starbucks Corporation during the first year, you will be responsible for reimbursing Starbucks for a pro-rata share of all relocation expenses incurred by Starbucks on your behalf.
Section 409A
The terms of this letter are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, including any regulations and official guidance issued thereunder, to the extent Section 409A applies. Notwithstanding any other provision of this letter to the contrary, this letter will be interpreted and applied in a manner consistent with that intention, and will be deemed to be amended (and any deferrals and distributions hereunder will be deemed to be modified) to the extent Starbucks determines it necessary (a) to comply with Section 409A, including any regulations and official guidance issued thereunder, or exceptions thereto, as applicable, and (b) to avoid the predistribution inclusion in income of amounts deferred under this letter and the imposition of any additional tax or interest with respect to such amounts.
Additional Information
Attached to this letter is Your Special Blend, an overview of Starbucks benefits, savings and stock programs. If you have questions regarding these programs or eligibility, please call Starbucks Partner Contact Center at 1-866/504-7368. Please note that although it is Starbucks intent to continue these plans, they may be amended or terminated at any time without notice.
You will receive a Partner Information & New Hire Paperwork booklet that includes an I-9 form and your new hire paperwork. To complete the I-9 form, please bring appropriate identification as described on the enclosed Lists of Acceptable Documents with you on your first day. Please remember that this offer is contingent upon you providing proof of your eligibility to work in the United States. This offer is also contingent on the satisfactory completion and review of your background inquiry.
Additionally, on your first day, you will receive, and are required to sign an Insider Trading, Confidentiality Policy and Procedures document, and a Confidentiality and Invention Agreement as a condition of employment.

 


 

Pete Bocian
March 29, 2007
Page 5
Your position also requires you sign a Non-Competition Agreement. Enclosed are two copies. Please review and sign both copies of the Non-Competition Agreement, this letter and the Acknowledgement form, and return one copy of each document to Connie Williams.
Your employment with Starbucks Corporation is ‘at will,’ meaning that either you or your employer can end the employment relationship at any time, for any reason not prohibited by law.
On behalf of the entire team, I am excited to welcome you as a partner and look forward to working with you. If you have any questions, please call me at 206-318-8575.
Warm regards,
/s/ Jim Donald
Jim Donald
president & chief executive officer
     
cc:
  partner file
Stock Administration (S-HR3)
 
  Connie Williams / Kristi Bar
 
   
Enc.
  Non-Competition Agreement
I accept employment with Starbucks Corporation, and its wholly owned subsidiaries, according to the terms set forth above.
         
/s/ Peter J. Bocian
 
  April 2, 2007
 
   
Peter J. Bocian
  Date    

 

EX-99.1 3 v28840exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
(STARBUCKS COFFEE)
     
Contacts:
   
Valerie O’Neil
  JoAnn DeGrande
Starbucks Media Relations
  Starbucks Investor Relations
(206) 318-7100
  (206) 318-7893
Starbucks Coffee Company Names Peter Bocian
as Chief Financial Officer Designate
 
SEATTLE; April 3, 2007 – Starbucks Corporation (NASDAQ: SBUX) today announced that Peter Bocian, 52, has been named executive vice president and chief financial officer designate and will assume this role with the Company on May 14, 2007.
Upon joining Starbucks, Bocian will partake in an intensive immersion process to learn the various facets of the Company. On October 1, 2007, Bocian will succeed Michael Casey, executive vice president, chief financial officer and chief administrative officer, who will transition into a senior advisory role after serving as the Company’s chief financial officer for over 12 years. In 2006, Casey announced his plan to transition from his current role this year.
Bocian will be responsible for all aspects of Starbucks Corporate Finance, Information Technology, Global Business Systems Solutions and Global Strategy. He will report to Jim Donald, Starbucks president and ceo.
“Pete’s global experience and solid record of delivering results are attributes we were looking for in our next cfo,” commented Jim Donald, Starbucks ceo and president. “He’s joining us at an ideal time, bringing his international finance experience and proven leadership skills as we continue our aggressive expansion overseas.”
Bocian joins Starbucks from NCR Corporation where he served as senior vice president and chief financial officer since 2004. Bocian began his career at NCR in 1983 and has since held a number of positions of increasing responsibility, including chief financial officer of NCR’s Retail and Financial Group, CFO of NCR’s Retail Solutions Division and vice president of finance and administration for NCR’s Computer Systems Group (now Teradata) for the American region.

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“I am very proud to join such a successful company and globally recognized brand,” said Bocian. “Beyond delivering strong performance, Starbucks leadership team has maintained an unparalleled awareness of its role in and responsibility to the communities it serves. I look forward to contributing to Starbucks continued success.”
Bocian received his Master’s degree in accounting from Michigan State University, where he also earned his Bachelor’s degree.
About Starbucks
Starbucks Coffee Company provides an uplifting experience that enriches people’s lives one moment, one human being, one extraordinary cup of coffee at a time. To share in the experience, visit www.starbucks.com.
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