form8k090513

0000895419-13-000057.txt : 20130905 0000895419-13-000057.hdr.sgml : 20130905 20130905160307 ACCESSION NUMBER: 0000895419-13-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20130830 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130905 DATE AS OF CHANGE: 20130905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREE INC CENTRAL INDEX KEY: 0000895419 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561572719 STATE OF INCORPORATION: NC FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21154 FILM NUMBER: 131080486 BUSINESS ADDRESS: STREET 1: 4600 SILICON DR CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 9194075300 MAIL ADDRESS: STREET 1: 4600 SILICON DR CITY: DURHAM STATE: NC ZIP: 27703-8475 FORMER COMPANY: FORMER CONFORMED NAME: CREE RESEARCH INC /NC/ DATE OF NAME CHANGE: 19940224 8-K 1 form8k090513.htm FORM 8-K SEPT 5 2013 form8k090513

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 30, 2013

CREE, INC.

(Exact name of registrant as specified in its charter)



North Carolina	0-21154	56-1572719
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)



4600 Silicon Drive
Durham, North Carolina	27703
(Address of principal executive offices)	(Zip Code)

(919) 407-5300

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Management Incentive Compensation Plan

On August 30, 2013, the Compensation Committee of the Board of Directors of Cree, Inc. (the “Company”) amended the Cree, Inc. Management Incentive Compensation Plan (as amended, the “MICP”). The MICP is designed to motivate and reward excellent performance, to attract and retain outstanding senior management, to create a strong link between individual performance and the Company’s strategic and operating plans, to achieve greater corporate performance by focusing on results, and to encourage teamwork at the highest levels within the organization by providing opportunities for cash incentives based on the attainment of specific goals. The MICP is effective for the Company’s fiscal years beginning on or after July 1, 2013, and covers executive officers (other than the Chief Executive Officer), other senior level managers who report directly to the Chief Executive Officer and other key employees who have been identified as participants by the Chief Executive Officer.

Target awards under the MICP are expressed as a percentage of salary and vary based on position. Awards are determined based on performance measures in two categories: corporate goals, set both annually and quarterly, and individual goals, which are established quarterly. Annual corporate performance goals are one or more financial targets, as recommended by the Chief Executive Officer and approved by the Compensation Committee at the beginning of the year. The annual financial targets approved by the Compensation Committee for fiscal 2014 are stated in terms of revenue and non-GAAP operating income. Quarterly corporate performance goals are one or more financial targets established by the Chief Executive Officer for a fiscal quarter at the beginning of the quarter. For fiscal 2014, the quarterly financial targets are stated in terms of non-GAAP operating income, unless different measures are approved by the Chief Executive Officer. Individual goals are also established at the beginning of each fiscal quarter. These goals include individual performance goals specific to such individual or his or her business unit’s performance for the quarter. Quarterly corporate goals and individual goals are measured at quarter end, and any corresponding awards are paid to eligible participants following approval of the award amounts by the Chief Executive Officer. The actual awards paid to participants, if any, may vary with the level of achievement of the corresponding goals.

Unless otherwise approved by the Compensation Committee in the case of executive officers or by the Chief Executive Officer in any other case, and except in the case of termination due to retirement, death or disability or in connection with a change in control, eligible participants must be employed by the Company on the last day of the performance period in order to receive payment for an award under the MICP. The MICP provides that, in the event of a change in control, the Company’s performance against the quarterly corporate goals and each participant’s performance measurement against individual goals for any performance period ending after the effective date of the change in control will be deemed to be 100%, the Company’s performance against the annual corporate goals will be deemed to be at least 100%, and the associated awards will be paid regardless of whether the participant remains employed at the end of the performance period; provided, however, that if the participant is terminated as a result of retirement, death or disability, the payout amount will be prorated to reflect the portion of the performance period that the participant was in the MICP.

The foregoing description of the MICP is subject to and qualified in its entirety by the MICP, which is included as Exhibit 10.1 to this report and incorporated herein by reference.

Grant of Performance Units

On August 30, 2013, the Compensation Committee of the Company’s Board of Directors approved the grant of performance units to Charles M. Swoboda, the Company’s Chairman, Chief Executive Officer and President, Michael E. McDevitt, the Company’s Executive Vice President and Chief Financial Officer, Norbert W. G. Hiller, the Company’s Executive Vice President–LEDs, and Tyrone D. Mitchell, Jr., the Company’s Executive Vice President–Lighting, under the Company’s 2004 Long-Term Incentive Compensation Plan, as amended (the “LTIP”), which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated October 23, 2012, as filed with the Securities and Exchange Commission on October 25, 2012. The performance units are designed to provide Messrs. Swoboda, McDevitt, Hiller and Mitchell annual incentive compensation if the Company’s financial performance for fiscal 2014 achieves a pre-established non-GAAP operating income threshold. Messrs. McDevitt, Hiller and Mitchell were granted performance units in lieu of participation in the annual award component of the MICP; Mr. Swoboda is not eligible for awards under the MICP. Any payment under the performance units will be paid in cash. Utilizing an award under the LTIP permits the award to qualify for the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code of 1986, as amended.

Each executive is eligible to receive pursuant to his performance units an annual incentive award determined by multiplying his base salary, his target award level and a performance measurement (specified as a percentage between 0% and 200%) derived by comparing the Company’s fiscal 2014 financial performance against pre-established revenue and non-GAAP operating income targets. In the event of a change in control during fiscal 2014, the percentage for each measure will be not less than 100%. The performance units awarded to Mr. Swoboda for fiscal 2014 were granted pursuant to the terms of a Notice of Grant dated August 30, 2013 and a Master Performance Unit Award Agreement dated August 18, 2008 (the “Swoboda Award Agreement”). The performance units awarded to Messrs. McDevitt, Hiller and Mitchell for fiscal 2014 were granted pursuant to the terms of a Notice of Grant and a Master Performance Unit Award Agreement, dated August 30, 2013, with each executive (collectively, the “Award Agreements”). Mr. Swoboda’s target award level is set at 125% of his base salary. The target award level for Messrs. McDevitt, Hiller and Mitchell is set at 48% of the executive’s base salary.

Except as provided in the Company’s Severance Plan for Section 16 Officers (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2008) and except as provided with respect to death or long-term disability or a change in control, (i) each executive must be continuously employed by the Company in the positions referenced above for such executive through the last day of the performance period, (ii) the performance units will not be considered earned by the executive until the last day of the performance period, and (iii) if the executive terminates his employment prior to the last day of the performance period, with or without cause, he will forfeit his performance units. If there is a change in control and the executive’s employment terminates on or prior to June 29, 2014, the executive will not be entitled to payment under his performance

units; however, he is entitled to payment of a similar amount under his Change in Control Agreement. Mr. Swoboda’s Change in Control Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2012. The form of Messrs. McDevitt’s, Hiller’s and Mitchell’s Change in Control Agreement is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2012.

The foregoing description of the grant of performance units is subject to and qualified in its entirety by (i) the Swoboda Award Agreement included as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2008; and (ii) the Notices of Grant and the form of Award Agreement included as Exhibits 10.2 through 10.6 to this report, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit No.	Description of Exhibit
Exhibit 10.1	Management Incentive Compensation Plan
Exhibit 10.2	Notice of Grant to Charles M. Swoboda, dated August 30, 2013
Exhibit 10.3	Notice of Grant to Michael E. McDevitt, dated August 30, 2013
Exhibit 10.4	Notice of Grant to Norbert W. G. Hiller, dated August 30, 2013
Exhibit 10.5	Notice of Grant to Tyrone D. Mitchell, Jr., dated August 30, 2013
Exhibit 10.6	Form of Master Performance Unit Award Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	CREE, INC.


	By:		/s/ Michael E. McDevitt
			Michael E. McDevitt
			Executive Vice President and Chief Financial Officer

Date: September 5, 2013

EXHIBIT INDEX



Exhibit No.	Description of Exhibit
Exhibit 10.1	Management Incentive Compensation Plan
Exhibit 10.2	Notice of Grant to Charles M. Swoboda, dated August 30, 2013
Exhibit 10.3	Notice of Grant to Michael E. McDevitt, dated August 30, 2013
Exhibit 10.4	Notice of Grant to Norbert W. G. Hiller, dated August 30, 2013
Exhibit 10.5	Notice of Grant to Tyrone D. Mitchell, Jr., dated August 30, 2013
Exhibit 10.6	Form of Master Performance Unit Award Agreement

EX-10.1 2 exhibit10_1090513htm.htm EXHIBIT 10.1 exhibit10_1090513.htm

Exhibit 10.1

CREE, INC.

MANAGEMENT INCENTIVE COMPENSATION PLAN

(Effective for Fiscal Years beginning on or after July 1, 2013)


1.	PURPOSE

1.1.

The purpose of the Management Incentive Compensation Plan (the “Plan”) is to motivate and reward excellent performance, to attract and retain outstanding management, to create a strong link between individual performance and the Company's operating and strategic plans, to achieve greater corporate performance by focusing on results, and to encourage teamwork at the highest levels within the organization. The Plan rewards Participants with incentives based on their contributions and the attainment of specific corporate and individual goals.


1.2.	For purposes of this Plan, "Company" collectively includes Cree, Inc. (“Cree”) and its subsidiaries and affiliates as they exist from time to time.


2.	DEFINITIONS


2.1.	Annual Award Level - 60% unless set at a different percentage by the Compensation Committee of the Board of Directors (the “Compensation Committee”) for executive officers or the Chief Executive Officer (“CEO”) for all other Participants.


2.2.	Annual Corporate Performance Goals -one or more financial targets for a Plan Year, as recommended by the CEO and approved by the Compensation Committee.


2.3.	Base Salary - the Participant's annual base salary in effect on the last day of the Performance Period, except as otherwise provided in this Plan.


2.4.	Change In Control - for purposes of this Plan, a “Change in Control” will be deemed to have occurred upon the happening of any of the following events:

(i)

Any “Person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Act”), including a “group” (as that term is used in Sections 13(d)(3) and 14(d)(2) of the Act), but excluding the Cree Entities and any employee benefit plan sponsored or maintained by the Cree Entities (including any trustee of such plan acting as trustee), who together with its “affiliates” and “associates” (as those terms are defined in Rule 12b-2 under the Act) becomes the “Beneficial Owner” (within the meaning of Rule 13d-3 under the Act) of more than 50% of the then-outstanding shares of common stock of the Company or the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of its directors. For purposes of calculating the number of shares or voting power held by such Person and its affiliates and associates under this clause (i), there shall be excluded any securities acquired by such Person or its affiliates or associates directly from the Cree Entities.


(ii)	A sale or other disposition of all or substantially all of the Company's assets is consummated, other than such a sale or disposition that would not have constituted a Change of Control under clause (iv) below had it been structured as a merger or consolidation.


(iii)	The shareholders of the Company approve a definitive agreement or plan to liquidate

the Company.

(iv)

A merger or consolidation of the Company with and into another entity is consummated, unless immediately following such transaction (1) more than 50% of the members of the governing body of the surviving entity were Incumbent Directors (as defined in clause (v) below) at the time of execution of the initial agreement providing for such transaction, (2) no “Person” (as defined in clause (i) above), together with its “affiliates” and “associates” (as defined in clause(i) above), is the “Beneficial Owner” (as defined in clause (i) above), directly or indirectly, of more than 50% of the then-outstanding equity interests of the surviving entity or the combined voting power of the then-outstanding equity interests of the surviving entity entitled to vote generally in the election of members of its governing body, and (3) more than 50% of the then-outstanding equity interests of the surviving entity and the combined voting power of the then-outstanding equity interests of the surviving entity entitled to vote generally in the election of members of its governing body is “Beneficially Owned”, directly or indirectly, by all or substantially all of the individuals and entities who were the “Beneficial Owners” of the shares of common stock of the Company immediately prior to such transaction in substantially the same proportions as their ownership immediately prior to such transaction.

(v)

During any period of 24 consecutive months during the Participant's employment, the individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority thereof; provided, however, that a director who was not a director at the beginning of such 24 month period shall be deemed to have satisfied such 24 month requirement, and be an Incumbent Director, if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually, because they were directors at the beginning of such 24 month period, or by prior operation of this clause (v), but excluding for this purpose any such individual whose initial assumption of office is in connection with an actual or threatened election contest subject to Rule 14a-11 of Regulation 14A promulgated under the Act or other actual or threatened solicitation of proxies or consents by or on behalf of a “Person” (as defined in clause(i) above) other than the Board.

2.5.

Cree Entities - for purposes of this Plan, “Cree Entities” means the Company and its successors and assigns as well as any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Internal Revenue Code of 1986 as amended (the “Code”), as modified by Section 415(h) of the Code) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code, as modified by Section 415(h) of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code.


2.6.	Individual Goals - individual performance goals established for a Participant for each fiscal quarter. Each Individual Goal will be assigned a percentage weight such that the sum of all Individual Goal weights for a Participant for such quarter totals 50%.


2.7.	Individual Goal Performance Results - a percentage reflecting a Participant's achievement of Individual Goals in a fiscal quarter, calculated by adding the percentage weights of all

-2-

Individual Goals achieved by the Participant that quarter (or pro-rated weights for partial achievement if approved pursuant to Section 4.3).


2.8.	Participant - a senior level manager of the Company who reports directly to the Company's CEO or other key employee of the Company (other than the CEO) who has been identified by the CEO to participate in this Plan, subject to approval by the Compensation Committee in the case of executive officers or by the CEO for all other Participants.


2.9.	Performance Period - a fiscal period over which performance is measured and relative to which incentive amounts are calculated and paid to a Participant, as set forth in Section 4.


2.10.	Plan Administrator - the Company's Compensation Committee with respect to all decisions under the Plan concerning, affecting or related to the compensation of executive officers and the CEO with respect to all other aspects of the Plan.


2.11.	Plan Year - the Company's fiscal year.


2.12.	Retirement - the employee's voluntary termination of employment after he/she has reached the age of 55 years and has completed at least five years of service (full-time or full-time equivalent) with the Company so long as the employee has no immediate plans to work in the same or similar occupation with another employer or on a self-employed basis after such termination of employment.


2.13.	Quarterly Award Level - 10% per quarter (totaling 40% on an annualized basis) unless set at a different percentage by the Compensation Committee for executive officers or the CEO for all other Participants.

2.14.

Quarterly Award Results - a percentage reflecting achievement of the Quarterly Corporate Performance Goals and a Participant's Individual Goals in a fiscal quarter. The Quarterly Award Results will be 0% if the Quarterly Corporate Performance Goals are not achieved for the fiscal quarter. If the Quarterly Corporate Performance Goals are achieved for the fiscal quarter, the Quarterly Award Results for a Participant shall be the sum of 50% and the Participant's Individual Goal Performance Results for the fiscal quarter.


2.15.	Quarterly Corporate Performance Goals - one or more financial targets established by the CEO for a fiscal quarter.


2.16.	Target Award Levels - annual Target Award Levels are expressed as a percentage of Base Salary and vary by position. A Participant's designated Target Award Level represents the award level for 100% achievement of all objectives by that Participant and the Company during a Plan Year.


3.	ELIGIBILITY

3.1.

To be eligible to participate in the Plan, a Participant must: (i) be a regular, full-time employee of the Company or a part-time employee regularly scheduled to work 30 hours or more per week who is paid through the Company's payroll system(s); and (ii) not be disqualified from participation in the Plan as provided below. A Participant is disqualified from participation in the Plan for any Performance Period in which: (i) the Participant is on disability leave, an unpaid leave of absence or a leave covered by worker's compensation insurance, or any combination of the foregoing, for the entire Performance Period, unless such disqualification is otherwise prohibited by law; (ii) the Plan Administrator exercises the right, as provided in Section 5.2

-3-

below, to terminate Participant's participation in the Plan prior to the end of such Performance Period on account of a material change in the Participant's duties and responsibilities; or (iii) the Participant is not employed by the Company on the last day of the Performance Period, except in the case of termination of employment due to the Participant's retirement, death or disability (meeting the requirements for benefits under the Company's long-term disability (LTD) plan or, in the case of a Participant who is not eligible to participate in the LTD plan, the determination by a qualified, objective medical professional that the Participant is disabled, as such term is defined in the LTD plan) or termination of employment after Change In Control as provided in Section 6.3. Moreover, unless approved by the Compensation Committee for executive officers or by the CEO for all other Participants, no Participant in this Plan may participate in any other Company incentive plan that provides for payment of additional cash compensation based on achievement of individual sales or performance goals and/or corporate, subsidiary or division financial or performance goals (including but not limited to the Employee Incentive Compensation Plan, any sales incentive or commission plan or any substantially similar incentive cash compensation program), whether or not there is a payout under such other plan for the Performance Period.

3.2.

The Plan Administrators reserve the right to disqualify an otherwise eligible Participant from receiving a payment under the Plan if the Company terminates the Participant's employment before payment is made, whether during or after the Performance Period, as a result of the employee engaging in any activity deemed by the Compensation Committee for executive officers or by the CEO for all other Participants to be detrimental to the Company, including without limitation, breach by the employee of any confidentiality, non-competition or non-solicitation obligation, or any act of fraud, misappropriation, embezzlement, or tortious or criminal behavior that adversely impacts the Company.


4.	AWARDS

4.1.

Awards are determined based on performance against Annual Corporate Performance Goals, Quarterly Corporate Performance Goals and Individual Goals. Unless otherwise approved by the Compensation Committee for executive officers or by the CEO for all other Participants, 60% of a Participant's Target Award Level will be dependent upon achievement of Annual Corporate Performance Goals. The remaining 40% of a Participant's Target Award Level will be dependent upon achievement of Quarterly Corporate Performance Goals and Individual Goals.

4.2.

The CEO will recommend and the Compensation Committee will approve Annual Corporate Performance Goals during the first fiscal quarter of each Plan Year. The statement of Annual Corporate Performance Goals will include a method of calculating a percentage reflecting the level of achievement of each financial measure comprising the goals, with full achievement of the target assigned 100% and failure to meet a specified threshold for the measure assigned 0%. Performance in excess of the target for the measure may be assigned percentages greater than 100%, up to a maximum percentage corresponding to a specified maximum amount for the measure. Unless otherwise provided in the statement of Annual Corporate Performance Goals, performance against each financial measure will be weighted equally in determining the amount of any annual award payout and the annual award payout percentage will be the average of the percentage of achievement of each measure, rounded to the nearest whole percentage. After the end of the Plan Year, the Compensation Committee will determine in good faith and its sole discretion the annual award payout percentage based on the actual level of achievement toward each financial measure comprising the Annual Corporate Performance Goals, using competent and reliable information, including but not limited to audited financial statements if available. A Participant's annual award payout amount will equal the product of the Participant's Base

-4-

Salary, the Participant's Target Award Level, the Participant's Annual Award Level and the annual award payout percentage determined by the Compensation Committee.

4.3.

The CEO will establish a Quarterly Corporate Performance Goal. The Participant's manager or other person designated by the CEO will develop the Participant's quarterly Individual Goals, which the CEO or the CEO's designee will approve. Meeting an Individual Goal will yield a performance measurement of 100% for that particular goal. Not meeting an Individual Goal will yield a performance measurement of 0% unless the CEO or the CEO's designee approves a prorated percentage based on partial achievement of the goal. Notwithstanding actual individual performance results, no Participant will receive payment under the Plan for any quarterly Performance Period unless all Quarterly Corporate Performance Goals are met for such quarter. If Quarterly Corporate Performance Goals are met for such quarter, a Participant's quarterly award payout amount will equal the product of the Participant's Base Salary, the Participant's Target Award Level, the Participant's Quarterly Award Level and the Participant's Quarterly Award Results. Any corresponding quarterly awards will be paid to eligible Participants following the approval of the amount by the CEO.

4.4.

The Compensation Committee shall have the authority to adjust the Annual Corporate Performance Goals, and the CEO shall have the authority to adjust the Quarterly Corporate Performance Goal, in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. Payments will be calculated for each Performance Period based on actual performance achievement and may be amended as described in Section 5.

4.5.

If an employee becomes a Participant during a Performance Period, then, unless otherwise approved by the Compensation Committee for executive officers or by the CEO for other Participants, the Participant's award payout amount for that Performance Period will be prorated to reflect the portion of the period he or she participated in the Plan. Specifically, the award payout amount will be multiplied by a fraction, the numerator of which is the number of days in the Performance Period during which s/he was a Participant and the denominator of which is the total number of days in the Performance Period.

4.6.

If a Participant is on a leave of absence (other than a leave of absence where the Participant continues to be paid his or her full base salary through the Company's payroll system(s), except payments received under the Company's short term disability income protection plan), for all or part of a Performance Period, to the extent permitted by applicable law, the award payout amount for that Performance Period will be prorated to reflect the portion of the period the Participant was not on such leave of absence. Specifically, the award payout amount will be multiplied by a fraction, the numerator of which is the number of days in the Performance Period during which s/he was not on leave and the denominator of which is the total number of days in the Performance Period.

4.7.

If the Compensation Committee for executive officers or the CEO for all other Participants approves a change in a Participant's Target Award Level during a Performance Period, the Participant's award payout amount will be prorated to reflect the portion of the Performance Period each respective Target Award Level was applicable. Specifically, the full award payout amount will be calculated at each Target Award Level and then multiplied by a fraction, the numerator of which is the number of days in the Performance Period during which that Target Award Level was in effect and the denominator of which is the total number of days in the Performance Period. Those prorated award payout amounts will be summed to determine the total payout amount for the period accounting for the change in Target Award Level.

-5-


5.	ADMINISTRATION


5.1.	The Plan Administrators, in their respective capacities, have the authority to interpret the Plan, and the Plan Administrators' interpretations, in their respective capacities, shall be final and binding on all Plan Participants. The Director of Compensation and Benefits will have oversight responsibility for consistent application of the Plan, appropriate documentation and timely payment.

5.2.

Participants must be approved for inclusion in the Plan each Plan Year. Participation in a predecessor incentive compensation plan does not entitle any Company employee to be selected for participation in this Plan. If a Participant's duties and responsibilities materially change during the Plan Year, the Compensation Committee for executive officers or the CEO for all other Participants shall have the option to terminate the Participant's participation in the Plan prior to the end of a Performance Period or otherwise modify the Participant's Individual Goals and/or Target Award Level due to such change.

5.3.

At all times, this Plan shall be interpreted and operated so that the awards payable under this Plan shall either be exempt from or comply with the provisions of section 409A of the Code and the treasury regulations relating thereto so as not to subject any Plan Participant to the payment of interest and/or any tax penalty that may be imposed under section 409A of the Code with respect to the Plan.


5.4.	This Plan shall not be construed to give Participants a right of continued employment with the Company. The establishment and maintenance of this Plan shall in no way affect the Company's ability to award additional bonuses to employees of the Company.

5.5.

In order to ensure the Company's best interests are met, the amount of a payment on an award otherwise calculated in accordance with this Plan may be increased, decreased or eliminated at any time prior to payment, in the sole discretion of the CEO, except that no change with respect to any award to any executive officer of the Company shall be made without Compensation Committee approval; provided, however, that so long as the Participant is not in breach of his or her obligations under his or her Employee Agreement Regarding Confidential Information, Intellectual Property, and Non Competition with the Company, payments due as result of a Change In Control, as otherwise provided in this Plan, cannot be decreased or eliminated without the prior written approval of the Participant.

5.6.

When awarded, payments under the Plan will be made as soon as practicable after the end of the applicable award period, and in any event, payments will be made no later than the end of the second fiscal quarter following the Performance Period to which the payments relate. Notwithstanding the foregoing, if a Participant is eligible for payment of: (i) all or part of an annual award as a result of his or her death or termination of his or her employment on account of his or her disability or retirement as provided in Paragraph 5.9 or as a result of his or her involuntary termination under the Severance Plan for Section 16 Officers, if applicable, the payment will be made no later than the 15th day of the third month after the later of the end of the Company's tax year in which such death, disability, retirement or involuntary termination occurs or the end of the Participant's tax year in which such death, disability, retirement or involuntary termination occurs; (ii) 100% of a quarterly award as provided in Paragraph 6.3 due to a Change In Control, payment will be made without exception on or before the 15th day of the third month following the end of the Performance Period; and/or (iii) 100% or more of an annual award as provided in Paragraph 6.3 due to a Change In Control, payment will be made without exception no later than the 15th day of the third month after the later of the end of the

-6-

Company's tax year in which the Change In Control occurs or the end of the Participant's tax year in which the Change In Control occurs.

5.7.

Unless otherwise provided in the individual's employment offer, a new hire will commence participation in the Plan as of the date of hire. An existing employee who becomes eligible to participate in the Plan after the start of the Plan Year will commence participation in the Plan on the start date approved by the Compensation Committee in the case of an executive officer or by the CEO in all other cases.

5.8.

If a Participant in the Plan remains employed by the Company, but after the start of the Plan Year becomes ineligible to continue to participate in the Plan, unless otherwise approved by the Compensation Committee in the case of an executive officer or by the CEO in all other cases, the Participant will not be eligible for an award for any Performance Period that is partially completed as of the date he or she becomes ineligible to participate in the Plan.

5.9.

In the case of termination of employment due to the Participant's retirement, death or disability (as disability is defined in Section 3.1 above), the Participant will be entitled to a payment under this Plan for any Performance Period commenced prior to the Participant's termination of employment based on the actual performance measurement results for such period, and the Participant's award payout amount for that Performance Period shall be prorated to reflect the portion of the period the Participant was employed. Specifically, the award payout amount will be multiplied by a fraction, the numerator of which is the number of days in the Performance Period during which s/he was a Participant and the denominator of which is the total number of days in the Performance Period.

5.10.

This Plan will be reviewed and evaluated at minimum on an annual basis. The Company has no obligation to implement the Plan for any fiscal period and has the right at any time, without notice, to update, modify or discontinue the Plan or any practice under which any similar payments have been previously made; provided, however, that the Company may not amend or terminate the Plan in a manner that affects a payment that has already become payable to a Participant.


6.	OTHER PROVISIONS

6.1.

Non-Transferability. No right or interest of any Participant in this Plan is assignable or transferable, or subject to any lien, directly, by operation of law, or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge, and bankruptcy, except that the right to receive any form of compensation payable hereunder may be assigned or transferred by will or laws of descent and distribution.

6.2.

No Rights to Company Assets. No Plan Participant nor any other person will have a right in, nor title to, any assets, funds or property of the Company or any of its subsidiaries through this Plan. Any earned incentives will be payable from the Company's general assets. Nothing contained in this Plan constitutes a guarantee by the Company or any of its subsidiaries that the assets of the Company and its subsidiaries will be sufficient to pay any earned incentives.

6.3.

Change In Control. In the event a Change In Control occurs during the Plan Year, notwithstanding any language in this Plan to the contrary, each Participant's performance measurement against Individual Goals for any quarterly Performance Period ending after the effective date of the Change In Control will be 100% and the Quarterly Corporate Performance Goals for such Performance Period will be deemed met, and the performance measurement against corporate goals for the Plan Year will be the greater of 100% or such performance

-7-

measurement as is determined in accordance with this Plan, regardless of whether such Participant is employed at the end of the applicable award period. For purposes of determining the award after a Change In Control, the Participant's Base Salary used to calculate any payout for any Performance Period ending after the effective date of the Change In Control shall be the greater of the Participant's annual base salary in effect on the day prior to the Change In Control or Participant's annual base salary in effect on the last day of the Performance Period. If the Participant's employment is terminated due to retirement, death or disability after a Change in Control, the award payout amount calculated in accordance with this Section shall be prorated to reflect the portion of the period he or she participated in the Plan. Specifically, the award payout amount will be multiplied by a fraction, the numerator of which is the number of days in the Performance Period during which s/he participated in the Plan and the denominator of which is the total number of days in the Performance Period.

6.4.

Priority of Written Agreement. Notwithstanding any language in this Plan to the contrary, the terms and conditions of any written agreement between the Company and a Participant regarding payment of one or more awards upon termination of employment for any reason or in the event of a Change In Control shall supersede and control with respect to payment of any such awards to the Participant and no payments (other than those already earned but not yet paid) will occur under this Plan except as provided in such written agreement, provided that the written agreement was approved by the Compensation Committee if the Participant was an executive officer at the time of execution of the agreement or by the CEO in any other case.

-8-

EX-10.2 3 exhibit10_2090513htm.htm EXHIBIT 10.2 exhibit10_2090513.htm

Exhibit 10.2



		NOTICE OF GRANT
	Participant:	Charles M. Swoboda
Company:	Award Number:	012
Cree, Inc.	Award Plan:	2004 Long-Term Incentive Compensation Plan
4600 Silicon Drive	Award Type:	Performance Units
Durham, NC 27703	Grant Date:	August 30, 2013
Tax I.D. 56-1572719	Performance Period:	July 1, 2013 through June 29, 2014

Dear Chuck:

I am pleased to inform you that Cree, Inc. (the “Company”) has awarded Performance Units to you effective August 30, 2013 (the “Grant Date”). This award is subject to and governed by the terms of the Cree, Inc. 2004 Long-Term Incentive Compensation Plan (the “Plan”), the terms of the Master Performance Unit Award Agreement between you and the Company, and this Notice of Grant.

The amount payable to you pursuant to your Performance Units (“D”) will be determined as the result of A x B x C, where:


•	A equals your Base Salary;


•	B equals your Target Award Level; and


•	C equals the Performance Measurement.

For purposes of the foregoing, except as expressly provided otherwise in this Notice of Grant, “Base Salary” shall refer to your annual base salary in effect on the last day of the first fiscal quarter of fiscal year 2014 (“FY14”), as provided in the Company’s human resources management system, unless your annual base salary changes after the first fiscal quarter. If your annual base salary changes after the first fiscal quarter, “Base Salary” will mean the weighted average annual base salary for the Performance Period determined by multiplying each annual base salary in effect during the Performance Period by a fraction, the numerator of which is the number of calendar days in the Performance Period on which such annual base salary was in effect and the denominator of which is the number of calendar days in the Performance Period. However, if you are on a leave of absence (other than a leave of absence where you continue to be paid your full base salary through the Company’s payroll system, except payments received under the Company’s short-term disability income protection plan), for all or part of the Performance Period, your Base Salary will be reduced proportionately to equate to the base salary applicable to the number of calendar days you were not on a leave of absence during the Performance Period.

For purposes of the foregoing, your “Target Award Level” is one hundred twenty-five percent (125%) of your Base Salary.

For purposes of the foregoing, the “Performance Measurement” is a percentage between 0% and 200% determined by the Compensation Committee of the Company’s Board of Directors (the “Committee”) after assessing the Company’s performance against FY14 revenue and non-GAAP operating income targets.

Prior to or at the time of issuance of this Notice of Grant, you will receive one or more schedules (collectively, the “Schedule”) showing the Performance Measurement levels for revenue and non-GAAP operating income targets for the Performance Period. The Performance Measurement for the Performance Period will be 0% unless the minimum non-GAAP operating income target is achieved. Provided that the minimum non-GAAP operating income target is achieved, the Performance Measurement for the Performance Period will be determined by averaging the Performance Measurement levels associated with actual revenue and non-GAAP operating income results for the Performance Period, rounded to the nearest whole percentage.

Except as provided in the Company’s Severance Plan for Section 16 Officers, if such plan is then in effect, and except as provided below with respect to your death or LTD Disability (as defined in the Change in Control Agreement between you and the Company effective December 17, 2012 (the “Change in Control Agreement”)) or a Change in Control (as defined in Section 10(d) of the Change in Control Agreement), (i) you must be continuously employed by the Company as the Company’s Chief Executive Officer and President through the last day of the Performance Period to have a right to payment of your Performance Units, (ii) your Performance Units will not be considered earned until the last day of the Performance Period, and (iii) if you terminate employment with the Company prior to the last day of the Performance Period, with or without cause, you will forfeit your Performance Units.

After the end of the Performance Period, your actual Performance Measurement will be determined as follows:


Step 1:	The Committee will, in good faith and in its sole discretion, determine the Company’s actual revenue and non-GAAP operating income results for the Performance Period (the “Results,” each a “Result”) using competent and reliable information, including but not limited to audited financial statements, if available.


Step 2:	The Committee will determine the Performance Measurement for the Performance Period by averaging the Performance Measurement levels on the Schedule that corresponds to each Result, rounded to the nearest whole percentage. However, in the event a Change in Control occurs during the Performance Period, the percentage for each Result will be no less than 100%.

Notwithstanding the foregoing, in order to ensure that the Company’s best interests are met, except as specifically provided in the Change in Control Agreement, the Committee in its discretion may decrease or eliminate the amount payable pursuant to your Performance Units at any time prior to payment if it determines in good faith that payment of the full amount otherwise payable pursuant to the Performance Units is not warranted or appropriate; provided, however, so long as you are not in breach of your Confidential Information Agreement (as defined in the Change in Control Agreement), following (i) the commencement of a tender offer or the Company and another party entering into a written agreement that contemplates a transaction, the consummation of either of which would result in a Change in Control as defined in Subsection (a), (b), or (d) of such definition, or (ii) a Change in Control (including without limitation a resulting Change in Control described in clause (i)), the Committee may not decrease or eliminate the amount payable as otherwise determined in accordance with this Notice of Grant without your prior written consent, except that this restriction shall cease to apply if the tender offer or the written agreement is terminated or expires without the occurrence of a Change in Control.

In connection with the Committee’s determination of the annual revenue and non-GAAP operating income results for the Performance Period, the Committee shall (without limiting its authority to apply negative discretion as provided above) make adjustments that eliminate the effect of any changes or events (each a “Change”) that occur during such Performance Period and that were not fully anticipated and/or accurately incorporated into the financial calculations when the performance targets were determined, where (a) making the adjustment will improve performance results, and (b) the Change has a material effect on results under a performance target (determined consistently with past practice), and (c) the Change comes within one or more of the following categories (determined consistently with past practice, to the extent applicable): (1) changes in corporate or capital structure, including but not limited to debt or equity offerings, mergers, acquisitions or divestitures; or (2) other unusual or nonrecurring events.

If prior to settlement of your Performance Units, the Company terminates your employment on account of your LTD Disability or you die, you or your beneficiary will receive payment under your Performance Units as otherwise determined in accordance with this Notice of Grant as if you had remained employed through the payment date for your Performance Units. However, in such event your Base Salary will be proportionally reduced based on the number of calendar days you were employed by the Company and not otherwise on leave of absence as provided above during the Performance Period.

If there is a Change in Control and you remain continuously employed by the Company through the end of the Performance Period, but your employment terminates In Connection with a Change in Control upon or after the end of the Performance Period but prior to the payment date under your Performance Units, you will be entitled to payment under your Performance Units as otherwise determined in accordance with this Notice of Grant. However, if there is a Change in Control and your employment terminates prior to the end of the Performance Period, you will not be entitled hereunder to a payment under your Performance Units. “In Connection with a Change of Control” will have the same meaning as in Section 10(i) of the Change in Control Agreement.

In general, payment under your Performance Units will be made as soon as practicable after the end of the Performance Period and, in any event, will be made no later than (i) the end of the second fiscal quarter following the end of the Performance Period or, if earlier, (ii) the 15th day of the third month after the later of the end of the Company’s tax year in which the Performance Period ends or the end of your tax year in which the Performance Period ends. However, if payment becomes due under your Performance Units on account of your death or LTD Disability, payment will be made no later than the 15th day of the third month after the later of the end of the Company’s tax year in which your death or LTD Disability, as applicable, occurs or the end of your tax year in which your death or termination of your employment on account of LTD Disability, as applicable, occurs. Alternatively, in the event a Change in Control occurs prior to the payment date of your Performance Units, any payment that becomes due under your Performance Units will be made no later than the 15^th day of the third month after the later of the end of the Company’s tax year in which the Change of Control occurs or the end of your tax year in which the Change of Control occurs.

This award is intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or any Employer under the Plan to grant you Performance Units or to provide you annual incentive compensation for the Performance Period. By signing below, you accept such award, along with all prior awards received by you, in full satisfaction of any such agreement, obligation or promise. By signing below, you expressly acknowledge that you are not a participant in or entitled to a payment under the Management Incentive Compensation Plan.

Nothing in this Notice of Grant or the Master Performance Unit Award Agreement is intended to modify or amend the Change in Control Agreement, including but not limited to your right to receive the payment specified in Section 8(a) thereof in accordance with the terms and conditions of the Change in Control Agreement.

Date: August 30, 2013



For Cree, Inc.		Accepted and agreed to:


By:	/s/ Thomas H. Werner	By:	/s/ Charles M. Swoboda
	Thomas H. Werner		Charles M. Swoboda
	Compensation Committee Chairman

EX-10.3 4 exhibit10_3090513htm.htm EXHIBIT 10.3 exhibit10_3090513.htm

Exhibit 10.3



		NOTICE OF GRANT
	Participant:	Michael E. McDevitt
Company:	Award Number:	013
Cree, Inc.	Award Plan:	2004 Long-Term Incentive Compensation Plan
4600 Silicon Drive	Award Type:	Performance Units
Durham, NC 27703	Grant Date:	August 30, 2013
Tax I.D. 56-1572719	Performance Period:	July 1, 2013 through June 29, 2014

Dear Mike:

The amount payable to you pursuant to your Performance Units (“D”) will be determined as the result of A x B x C, where:


•	A equals your Base Salary;


•	B equals your Performance Unit Target Award Level; and


•	C equals the Performance Measurement.

For purposes of the foregoing, your “Performance Unit Target Award Level” is forty-eight percent (48%) of your Base Salary.

Except as provided in the Company’s Severance Plan for Section 16 Officers, if such plan is then in effect, and except as provided below with respect to your death or LTD Disability (as defined in the Executive Change in Control Agreement between you and the Company effective December 17, 2012 (the “Change in Control Agreement”)) or a Change in Control (as defined in Section 10(d) of the Change in Control Agreement), (i) you must be continuously employed by the Company as an Executive Officer of the Company through the last day of the Performance Period to have a right to payment of your Performance Units, (ii) your Performance Units will not be considered earned until the last day of the Performance Period, and (iii) if you terminate employment with the Company prior to the last day of the Performance Period, with or without cause, you will forfeit your Performance Units.

After the end of the Performance Period, your actual Performance Measurement will be determined as follows:


Step 1:	The Committee will, in good faith and in its sole discretion, determine the Company’s actual revenue and non-GAAP operating income results for the Performance Period (the “Results,” each a “Result”) using competent and reliable information, including but not limited to audited financial statements, if available.


Step 2:	The Committee will determine the Performance Measurement for the Performance Period by averaging the Performance Measurement levels on the Schedule that corresponds to each Result, rounded to the nearest whole percentage. However, in the event a Change in Control occurs during the Performance Period, the percentage for each Result will be no less than 100%.

This award is intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or any Employer under the Plan to grant you Performance Units or to provide you annual incentive compensation for the Performance Period. By signing below, you accept such award, along with all prior awards received by you, in full satisfaction of any such agreement, obligation or promise. By signing below, you expressly acknowledge that you are not entitled to a payment for achievement of annual corporate performance goals under the Management Incentive Compensation Plan.

Date: August 30, 2013



For Cree, Inc.		Accepted and agreed to:


By:	/s/ Charles M. Swoboda	By:	/s/ Michael E. McDevitt
	Charles M. Swoboda, Chairman, President		Michael E. McDevitt
	and Chief Executive Officer

EX-10.4 5 exhibit10_4090513htm.htm EXHIBIT 10.4 exhibit10_4090513.htm

Exhibit 10.4



		NOTICE OF GRANT
	Participant:	Norbert Hiller
Company:	Award Number:	014
Cree, Inc.	Award Plan:	2004 Long-Term Incentive Compensation Plan
4600 Silicon Drive	Award Type:	Performance Units
Durham, NC 27703	Grant Date:	August 30, 2013
Tax I.D. 56-1572719	Performance Period:	July 1, 2013 through June 29, 2014

Dear Norbert:

The amount payable to you pursuant to your Performance Units (“D”) will be determined as the result of A x B x C, where:


•	A equals your Base Salary;


•	B equals your Performance Unit Target Award Level; and


•	C equals the Performance Measurement.

For purposes of the foregoing, your “Performance Unit Target Award Level” is forty-eight percent (48%) of your Base Salary.

Except as provided in the Company’s Severance Plan for Section 16 Officers, if such plan is then in effect, and except as provided below with respect to your death or LTD Disability (as defined in the Executive Change in Control Agreement between you and the Company effective December 17, 2012 (the “Change in Control Agreement”)) or a Change in Control (as defined in Section 10(d) of the Change in Control Agreement), (i) you must be continuously employed by the Company as an Executive Officer of the Company through the last day of the Performance Period to have a right to payment of your Performance Units, (ii) your Performance Units will not be considered earned until the last day of the Performance Period, and (iii) if you terminate employment with the Company prior to the last day of the Performance Period, with or without cause, you will forfeit your Performance Units.

After the end of the Performance Period, your actual Performance Measurement will be determined as follows:


Step 1:	The Committee will, in good faith and in its sole discretion, determine the Company’s actual revenue and non-GAAP operating income results for the Performance Period (the “Results,” each a “Result”) using competent and reliable information, including but not limited to audited financial statements, if available.


Step 2:	The Committee will determine the Performance Measurement for the Performance Period by averaging the Performance Measurement levels on the Schedule that corresponds to each Result, rounded to the nearest whole percentage. However, in the event a Change in Control occurs during the Performance Period, the percentage for each Result will be no less than 100%.

This award is intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or any Employer under the Plan to grant you Performance Units or to provide you annual incentive compensation for the Performance Period. By signing below, you accept such award, along with all prior awards received by you, in full satisfaction of any such agreement, obligation or promise. By signing below, you expressly acknowledge that you are not entitled to a payment for achievement of annual corporate performance goals under the Management Incentive Compensation Plan.

Date: August 30, 2013



For Cree, Inc.		Accepted and agreed to:


By:	/s/ Charles M. Swoboda	By:	/s/ Norbert Hiller
	Charles M. Swoboda, Chairman, President		Norbert Hiller
	and Chief Executive Officer

EX-10.5 6 exhibit10_5090513htm.htm EXHIBIT 10.5 exhibit10_5090513.htm

Exhibit 10.5



		NOTICE OF GRANT
	Participant:	Tyrone D. Mitchell, Jr.
Company:	Award Number:	015
Cree, Inc.	Award Plan:	2004 Long-Term Incentive Compensation Plan
4600 Silicon Drive	Award Type:	Performance Units
Durham, NC 27703	Grant Date:	August 30, 2013
Tax I.D. 56-1572719	Performance Period:	July 1, 2013 through June 29, 2014

Dear Ty:

The amount payable to you pursuant to your Performance Units (“D”) will be determined as the result of A x B x C, where:


•	A equals your Base Salary;


•	B equals your Performance Unit Target Award Level; and


•	C equals the Performance Measurement.

For purposes of the foregoing, your “Performance Unit Target Award Level” is forty-eight percent (48%) of your Base Salary.

Except as provided in the Company’s Severance Plan for Section 16 Officers, if such plan is then in effect, and except as provided below with respect to your death or LTD Disability (as defined in the Executive Change in Control Agreement between you and the Company effective December 17, 2012 (the “Change in Control Agreement”)) or a Change in Control (as defined in Section 10(d) of the Change in Control Agreement), (i) you must be continuously employed as an Executive Officer of the Company through the last day of the Performance Period to have a right to payment of your Performance Units, (ii) your Performance Units will not be considered earned until the last day of the Performance Period, and (iii) if you terminate employment with the Company prior to the last day of the Performance Period, with or without cause, you will forfeit your Performance Units.

After the end of the Performance Period, your actual Performance Measurement will be determined as follows:


Step 1:	The Committee will, in good faith and in its sole discretion, determine the Company’s actual revenue and non-GAAP operating income results for the Performance Period (the “Results,” each a “Result”) using competent and reliable information, including but not limited to audited financial statements, if available.


Step 2:	The Committee will determine the Performance Measurement for the Performance Period by averaging the Performance Measurement levels on the Schedule that corresponds to each Result, rounded to the nearest whole percentage. However, in the event a Change in Control occurs during the Performance Period, the percentage for each Result will be no less than 100%.

end of the Performance Period but prior to the payment date under your Performance Units, you will be entitled to payment under your Performance Units as otherwise determined in accordance with this Notice of Grant. However, if there is a Change in Control and your employment terminates prior to the end of the Performance Period, you will not be entitled hereunder to a payment under your Performance Units. “In Connection with a Change of Control” will have the same meaning as in Section 10(i) of the Change in Control Agreement.

This award is intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or any Employer under the Plan to grant you Performance Units or to provide you annual incentive compensation for the Performance Period. By signing below, you accept such award, along with all prior awards received by you, in full satisfaction of any such agreement, obligation or promise. By signing below, you expressly acknowledge that you are not entitled to a payment for achievement of annual corporate performance goals under the Management Incentive Compensation Plan.

Date: August 30, 2013



For Cree, Inc.		Accepted and agreed to:


By:	/s/ Charles M. Swoboda	By:	/s/ Tyrone D. Mitchell, Jr.
	Charles M. Swoboda, Chairman, President		Tyrone D. Mitchell, Jr.
	and Chief Executive Officer

EX-10.6 7 exhibit10_6090513htm.htm EXHIBIT 10.6 exhibit10_6090513.htm

Exhibit 10.6

MASTER PERFORMANCE UNIT AWARD AGREEMENT

TERMS AND CONDITIONS

This Master Performance Unit Award Agreement (this “Master Agreement” or “Agreement”) is entered into between you (the “Participant” named below) and Cree, Inc., a corporation formed under the laws of the State of North Carolina (the “Company”).

This Agreement states the terms and conditions that govern any performance units (“Performance Units”) that the Company may from time to time grant you giving you the right to receive shares (“Shares”) of the common stock of the Company (“Common Stock”), cash or a combination of both. Grants of Performance Units will be made under the Company's 2004 Long-Term Incentive Compensation Plan (the “Plan”). The performance period, the performance criteria and the portion, if any, of the award to be settled in Shares of Common Stock applicable to each award of Performance Units will be stated in a Notice of Grant issued by the Company, which is incorporated in this Agreement by reference. A Notice of Grant, together with the terms and conditions set forth in this Agreement and the Plan, constitute the entire agreement between you and the Company with respect to the Performance Units described in the Notice of Grant.

Unless otherwise specified in a Notice of Grant or agreed to in writing by you and the Company, this Master Agreement will apply to all Performance Units granted to you on and after the effective date stated below. This Agreement is subject to and will be construed in accordance with the Plan. As used in this Agreement, “Company” includes Cree, Inc. and any entity that is part of the “Company” as defined in the Plan. Unless otherwise defined in this Agreement or the Notice of Grant, capitalized terms used in this Agreement and defined in the Plan will have the same meaning as defined in the Plan.

Please indicate that you have read and agree to the terms and conditions of this Agreement by signing below and returning the signed copy to the Company at its principal offices in Durham, North Carolina. By your signature below, you agree to be bound by the provisions of this Agreement and the Plan and Notices of Grant applicable to the Awards to which this Agreement applies. Upon receipt of a signed copy of this Agreement at the Company's principal office, this Agreement will be effective as of the first date on or after August 26, 2013 on which the Company grants you an Award.



CREE, INC.		PARTICIPANT



Charles M. Swoboda, Chairman, President		[Executive Officer Name]
and Chief Executive Officer

Please sign and return this Agreement to Tamara Cappelson,

the Stock Plan Administrator in the Legal Department.

Page 1 of 5

Cree, Inc. Master Performance Unit Award

Agreement Terms and Conditions


1.	Grants of Awards. Subject to the terms and conditions contained in this Agreement, the applicable Notice of Grant and the Plan, the Company may, from time to time in its discretion, grant you Performance Units.


2.	Term of Performance Units. Unless otherwise provided in the Notice of Grant, Performance Units will expire at the close of the Performance Period specified in the Notice of Grant, or, if earlier, upon your Termination of Service.

Settlement of Performance Units. To the extent Performance Units are settled in Shares, stock certificates evidencing the Shares shall be issued to you as soon as administratively practicable after the close of the Performance Period specified in the Notice of Grant, unless otherwise delayed pursuant to section 4 below. Your Shares will be registered in your name (or evidenced by a book entry or similar account) unless you notify the Committee at least thirty (30) days prior to a vesting date that you desire to have your Shares registered jointly in the names of you and your spouse. You will receive a cash distribution for the value of your Performance Units not settled in Shares.


4.	Responsibility for Taxes.

(a)

Regardless of any action the Company takes with respect to Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Award grants, including the grant or settlement of any Awards, the subsequent sale of Shares acquired pursuant to Performance Units settled in Shares and the receipt of any dividends; and (2) does not commit to structure the terms of the grant or any aspect of an Award to reduce or eliminate your liability for Tax-Related Items.

(b)

Prior to the settlement in Shares of Performance Units awarded under this Agreement, you agree to pay or make adequate arrangements satisfactory to the Company to satisfy all withholding and payment obligations of the Company related to the settlement of the Performance Units in Shares. If permissible under local law and at your election, the Company will satisfy this condition pursuant to the withholding of Shares consistent with the “Share Withholding” provisions under section 13.2 of the Plan. The Company, in its discretion, may authorize alternative arrangements, including, if permissible under local law, the Company's selling or arranging to sell Shares that you acquire under the Plan. In any event, to the extent this condition is not otherwise satisfied, you authorize the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Employer.


(c)	You agree to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described.


(d)	The Company may refuse to deliver Shares to you pursuant to the settlement of Performance Units under any Awards if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

Transfer of Performance Units. A Performance Unit and any rights under any Performance Unit may not be assigned, pledged as collateral or otherwise transferred, except as permitted by the Plan, nor may they be subject to attachment, execution or other judicial process. In the event of any attempt to assign, pledge or otherwise dispose of a Performance Unit or any rights under a Performance Unit, except as permitted by the Plan, or in the event of the levy of any attachment, execution or similar judicial process upon the rights or interests conferred by a Performance Unit, the Committee may in its discretion terminate a Performance Unit by notice to you.


6.	Rights Prior to Issuance of Shares. You will have no rights as a shareholder with respect to any Shares, including, but not limited to, voting rights or rights to dividends or dividend equivalents, until such Shares have been duly issued by the Company or its transfer agent pursuant to the settlement of a Performance Unit.

Page 2 of 5

Cree, Inc. Master Performance Unit Award

Agreement Terms and Conditions


7.	Definitions. The following definitions apply under this Agreement:


(a)	“Tax-Related Items” means any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding that may be applicable to Awards under this Agreement by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign.

(b)

“Termination of Service” means the discontinuance of your relationship with an Employer as an employee of the Employer or as a non-employee member of the board of directors of any entity constituting the Employer. Except as determined otherwise by the Committee, you will not be deemed to have incurred a Termination of Service if the capacity in which you provide services to the Employer changes (for example, you change from being a non-employee director to being an employee) or if you transfer among the various entities constituting the Employer, so long as there is no interruption in your provision of services to the Employer as an employee or non-employee member of the Board. The Committee, in its discretion, will determine whether you have incurred a Termination of Service. Except as may be provided in an agreement between you and the Company, you will not be deemed to have incurred a Termination of Service during a period for which you are on military leave, sick leave, or other leave of absence approved by the Employer.

Provisions of the Plan. The provisions of the Plan are incorporated by reference in this Agreement as if set out in full in this Agreement. To the extent that any conflict may exist between any other provision of this Agreement and a provision of the Plan, the Plan provision will control. All decisions of the Committee with respect to the interpretation, construction and application of the Plan or this Agreement shall be final, conclusive and binding upon you and the Company.

Section 409A. At all times, this Agreement and any related Notice(s) of Grant shall be interpreted and operated so that each Performance Unit shall either be exempt from or comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the treasury regulations relating thereto so as not to subject you to the payment of interest and/or any tax penalty that may be imposed under section 409A of the Code with respect to the Performance Unit. In all cases, the provisions of this paragraph shall apply notwithstanding any contrary provision in this Agreement or any Notice of Grant.


10.	Data Privacy. By signing this Agreement, you explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, the Employer, and the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Employer holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Awards or any other entitlement to Shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in you country or elsewhere, and that the recipient's country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any Shares of stock acquired pursuant to this Agreement. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents above, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the

Page 3 of 5

Cree, Inc. Master Performance Unit Award

Agreement Terms and Conditions

Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

11.

Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Performance Units granted under this Agreement by electronic means or to request your consent to participate in the Plan by electronic means. By signing this Agreement, you consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by Company.


12.	General.


(a)	Nothing in this Agreement will be construed as constituting a commitment, agreement or understanding of any kind that the Employer will continue your service relationship nor to limit or restrict either party's right to terminate the service relationship.


(b)	This Agreement shall be binding upon and inure to the benefit of you and the Company and upon our respective heirs, executors, administrators, representatives, successors and permitted assigns.


(c)	Notices under this Agreement must be in writing and delivered either by hand or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of the Company, addressed to its principal executive offices to the attention of the Stock Plan Administrator, and, in your case, to your address as shown on the Employer's records.


(d)	This Agreement is governed by and construed in accordance with the laws of the State of North Carolina, without reference under conflicts of laws principles.

(e)

No amendment or modification of this Agreement shall be valid unless the same is in writing and signed by you and by an authorized executive officer of Cree, Inc. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect the other provisions of the Agreement and the Agreement shall be construed as if the invalid or unenforceable provision were omitted and a valid and enforceable provision, as nearly comparable as possible, substituted in its place.

(f)

This Agreement, the applicable Notice(s) of Grant and the Plan set forth all of the promises, agreements and understandings between you and Company relating to each Award evidenced by this Agreement. This Agreement supersedes any and all prior agreements or understandings, whether oral or written, with respect to each Award evidenced by this Agreement unless otherwise specified in the Notice of Grant.

(g)

Shares issued upon settlement of Performance Units may be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or trading system upon which the Common Stock is listed or traded, and any applicable federal or state laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.


(h)	You agree that each Performance Unit evidenced by this Agreement serves as additional, valuable consideration for your obligations, if any, undertaken in any existing agreement between you and the Employer regarding confidential information, noncompetition, nonsolicitation or similar covenants.

(i)

You acknowledge, represent and warrant to the Company, and agree with the Company, that, except for information provided in the Company's filings with the Securities and Exchange Commission and in the Company's current prospectus relating to the Plan: (i) you have not relied and will not rely upon the Committee, the Company, an Employer or any employee or agent of the Company or an Employer in determining whether to accept Performance Units, or in connection with any disposition of Shares obtained pursuant to settlement of Performance Units, or with respect to any tax consequences related to the grant of Performance Units or the disposition of Shares obtained pursuant to settlement of Performance Units; and

Page 4 of 5

Cree, Inc. Master Performance Unit Award

Agreement Terms and Conditions

(ii) you will seek from your own professional advisors such investment, tax and other advice as you believe necessary.

(j)

You acknowledge that you may incur a substantial tax liability as a result of Performance Units. You assume full responsibility for all such consequences and the filing of all tax returns and related elections you may be required or find desirable to file. If you are required to make any valuation of Performance Units or Shares obtained pursuant to settlement of Performance Units under any federal, state or other applicable tax law, and if the valuation affects any tax return or election of the Company or the Employer or affects the Company's financial statement reporting, you agree that the Company may determine the value and that you will observe any determination so made by the Company in all tax returns and elections filed by you.


13.	Severability. The provisions of this Agreement are severable and if any one of more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Page 5 of 5

GRAPHIC 8 creelogo.jpg GRAPHIC begin 644 creelogo.jpg M_]C_X``02D9)1@`!`0$`E@"6``#_X0!L17AI9@``34T`*@````@`!0$Q``(` M```1````2@,!``4````!````7%$0``$````!`0```%$1``0````!```7$E$2 M``0````!```7$@````!!9&]B92!);6%G95)E861Y`````8:@``#6V/_;`$,` M"`8&!P8%"`<'!PD)"`H,%`T,"PL,&1(3#Q0=&A\>'1H<'"`D+B<@(BPC'!PH M-RDL,#$T-#0?)SD].#(\+C,T,O_;`$,!"0D)#`L,&`T-&#(A'"$R,C(R,C(R M,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,O_` M`!$(`(8"<0,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0```````````0(#!`4& M!P@)"@O_Q`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q008346$'(G$4 M,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7F)F:HJ.D MI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R M\_3U]O?X^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U M$0`"`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$) M(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JR ML[2UMK>XN;K"P\3%QL?(RKR\_3U]O?X^?K_ MV@`,`P$``A$#$0`_`/?Z***`"J]]?VFFVKW5]DE<*!^)KE_&_Q`L/ M!]MY0"W.IR+F.V!^Z/[SGL/U/ZCY\U[Q)JOB6^-UJETTK9.R,<)&/15Z#^9[ MYKKH8257WGHC&I64-%N>QZW\;-(LV:+2+.:_<<>:Y\J/\,@L?R%<1?\`QE\5 M7;'[,UI9+V\J$,?S?/\`*O/J*]*&$HQZ7]3EE6F^IU$GQ&\7RMN;7;D'_9"J M/R`IO_"PO%H_YCUW^8_PKF:*V]E3_E7W$<\NYVMK\5_&-LPW:FLZC^&6!#^H M`/ZUTVE_'.\0JNJZ1!*O=[5RA'OM;.?S%>245G+#4I;Q*56:ZGU!X>^(7ASQ M(RQ6EZ(;INEM2^TWA0S',L(]C_ M`!#V/X>E<5;`-*]-_(WAB+Z2/H*BJUA?VNJ6,-[93I/;3+N21#P1_C[59KS6 MK:,Z@KYF\9Z[K$'C368H=5OHXTNY%5$N'`4;N@`/%?3-?*WCC_D>M<_Z_9/_ M`$(UWY>DYN_8YL2_=13_`.$CUS_H,ZC_`.!3_P"-'_"1ZY_T&=1_\"G_`,:S M**]7ECV.2[-/_A(]<_Z#.H_^!3_XT?\`"1ZY_P!!G4?_``*?_&LRBCECV"[- M/_A(]<_Z#.H_^!3_`.-'_"1ZY_T&=1_\"G_QK,HHY8]@NS3_`.$CUS_H,ZC_ M`.!3_P"-'_"1ZY_T&=1_\"G_`,:S**.6/8+LWK3QMXGLF#0Z]J''19)VD7\F MR*[;0?C9J=LZQZY:1WD.>980(Y![X^Z?IQ]:\KHJ)T*H_KVK5KY'T76]0\/ZE'?Z;<-#.AYQT<=U8=P?2O MI/P5XQM/&&CBYC"Q7D6%N8,_<;U'^R>WY=J\K$X5TO>6J.RE64]'N=+7`_%^ M\NK'P6DMIN?\`09U'_P`"G_QH_P"$CUS_`*#.H_\`@4_^-9E%>]RQ['G79I_\ M)'KG_09U'_P*?_&C_A(]<_Z#.H_^!3_XUF44P79I_\)'KG_09U'_P*?\` MQH_X2/7/^@SJ/_@4_P#C6911RQ[!=FG_`,)'KG_09U'_`,"G_P`:/^$CUS_H M,ZC_`.!3_P"-9E%'+'L%V:?_``D>N?\`09U'_P`"G_QH_P"$CUS_`*#.H_\` M@4_^-9E%'+'L%V:?_"1ZY_T&=1_\"G_QKHO`>N:O<^.='AGU2^EB>X`9'N'9 M6&#U!-<572_#W_D?]%_Z^!_(U%6,>26G0J#?,CZ2U]WB\-ZI)&S(ZVDK*RG! M!"'!!KY;_P"$CUS_`*#.H_\`@4_^-?47B/\`Y%C5O^O*;_T`U\E5Q9>DXRN; MXEM-&G_PD>N?]!G4?_`I_P#&C_A(]<_Z#.H_^!3_`.-9E%>ARQ['-=FG_P`) M'KG_`$&=1_\``I_\:/\`A(]<_P"@SJ/_`(%/_C6911RQ[!=FG_PD>N?]!G4? M_`I_\:/^$CUS_H,ZC_X%/_C6911RQ[!=FG_PD>N?]!G4?_`I_P#&C_A(]<_Z M#.H_^!3_`.-9E%'+'L%V:?\`PD>N?]!G4?\`P*?_`!H_X2/7/^@SJ/\`X%/_ M`(UF44P79I_\`"1ZY_P!!G4?_``*?_&OJ30'>7PWI4/_H`KS\P248V.G#-MLTZ***\LZPHHHH`****`"JU_ M?VNEV,U[>SI!;0KN>1SP!_C[47]_:Z78S7M[.D%M"NYY'/`'^/M7SCX]\>W7 MC"^\N/?!I<+?N8,\L?[[^_MV_,GHP^'E6EY&=2HH+S#Q[X]NO&%]Y<>^#2X6 M_?*3D[L***U/#_A_4/$VK1Z=IT6Z1N7 M<_=C7NS'L*;:2NQ)-NR#P_X?U#Q-JT>G:=%ND;EW/W8U[LQ["O5]9UG2OA5H M/]A:%LGUR=0T\[`$H;_V5>W4^YK.LZ5\*M!_L+0MD^N3J&GG8`E#C[S?^ MRKVZGW\8GN)KJXDN+B5Y9I&+.[G)8GJ2:Y4GB'=_#^9LVJ:LM_R/>OAO\24U M^--(U>14U11B.4\"X`_DWMWZBO2J^.8Y'BD62-V1T(964X((Z$&O?/AO\2$U M^./2-7D5-408CE/`N`/_`&;V[]17)B\)R^_#8VHUK^[(]*HHHKSSI"BBB@`H MHHH`****`"N7\=>+X?!^A-[?WC_LCJ?P'>NF=UCC:1V"HH)9B M<``=Z\>\3WWPV\6:H+[4?%.I!U01I%#"X1`/0&$]3R>:WH04IWDFTNQG4E9: M/4\BOKVYU*^FO+R9IKB9R\DC'DDU7KTO^Q?A+_T-&K?]^F_^,4?V+\)?^AHU M;_OTW_QBO85=+[+^YG%[-]U]YYI17I?]B_"7_H:-6_[]-_\`&*NZ3X.^&FN: M@ECINO:S<7+@D(L9'`ZDDPX`]S2>(BE=I_9,'\D!I\_P6\+38V2:C#C_`)YSJ<_]]*:S^O4?,OZO,^?**]UOO@YX M3TZSEN[F_P!:$,0W.8RLA`]=JQ$_I7*_V+\)?^AHU;_OTW_QBKCBH2^%-_(E MT9+>QYI17I?]B_"7_H:-6_[]-_\`&*/[%^$O_0T:M_WZ;_XQ5>W7\K^YB]F^ MZ^\S/AQXYE\*ZJMM=2,VDW+`2J>?*;IO']?4?05]'HZR(KHP96&0P.01ZUX' M_8OPE_Z&C5O^_3?_`!BO4_`^L^'KK3%TG0M7FU!;&,#-PC+($)..JKD#IP.. M*\_&14O?BFN^ATT&U[K9U5?*WCC_`)'K7/\`K]D_]"-?5->+>(])^&0/W)X_$U."GR2;LWZ#KQND>045Z7_8OPE_Z&C5O^ M_3?_`!BC^Q?A+_T-&K?]^F_^,5Z7MU_*_N9R^S?=?>>:45Z7_8OPE_Z&C5O^ M_3?_`!BO3/!WA_PD_AN!M*@AU&SW/LN;NW4R,=QR#E`>#QTK.IBU!7Y7]UBH MT7)VNCYHHKZU_P"$\&8L?]\D5STGP2\,/(S+=ZI&">%69,#\ MT)K2./I/>Z)>>/`**]7U/PC\,M&OY+'4=?UFWN8_O(\1_,$0X(]Q5/^Q?A M+_T-&K?]^F_^,5LL1%JZB_N9'LGW7WGFE;OA'Q+<>%?$-OJ,18Q`[+B,'_61 MGJ/KW'N!77?V+\)?^AHU;_OTW_QBC^Q?A+_T-&K?]^F_^,4I5HR5G%_>\6UQ%=VL-S`X>&9!)&XZ,I&0?RKS_XT_P#(BQ_]?L?_`*"U;_@6]T*; MP^ECH&I3W]K8GR_,G4AQDD@'*KD]!GS%17I?]B_"7_H:-6_[]-_\8H_L7X2_P#0 MT:M_WZ;_`.,5['MU_*_N9Q>S?=?>>:45Z7_8OPE_Z&C5O^_3?_&*/[%^$O\` MT-&K?]^F_P#C%'MU_*_N8>S?=?>>:45[EX<^''@'7M/DNM,N[^_@24QM+(Y0 MA@`=N-B]B#T[UL?\*<\)?\\;O_P(-9/'4XNS3*6'DU='SK17T5_PISPE_P`\ M;O\`\"#1_P`*<\)?\\;O_P`"#2^OTO,?U>9\ZT5]%?\`"G/"7_/&[_\``@T? M\*<\)?\`/&[_`/`@T?7Z7F'U>9\ZUTOP]_Y'_1?^O@?R->R_\*<\)?\`/&[_ M`/`@U;TKX7^&M'U2WU&TBN1<6[[T+3$C/TJ9XZE*+2N..'FFF=!XC_Y%C5O^ MO*;_`-`-?)5?7FK);R:/?)>2-':M;R"9UZJFT[B.#SC/8UX=_8OPE_Z&C5O^ M_3?_`!BL<#44$]&_1&F(CS-:GFE%>E_V+\)?^AHU;_OTW_QBC^Q?A+_T-&K? M]^F_^,5W>W7\K^YG/[-]U]YYI17I?]B_"7_H:-6_[]-_\8K6\/>#/AIKNI&T MTW6-2OIQ&7,4F4&T$9.?+7U'>D\3%*[B_N!4FW:Z^\\>HKZ*_P"%.>$O^>-W M_P"!!H_X4YX2_P">-W_X$&LOK]+S+^KS/G6BOHK_`(4YX2_YXW?_`($&C_A3 MGA+_`)XW?_@0:/K]+S#ZO,^=:*^BO^%.>$O^>-W_`.!!H_X4YX2_YXW?_@0: M/K]+S#ZO,^=:^M?#G_(L:3_UY0_^@"N4_P"%.>$O^>-W_P"!!KN+2VCLK."U MA!$4$:QIDY.U1@?RKDQ>(A524>AM1I2@W MSI!;0KN>1SP!_C[47]_:Z78S7M[.D%M"NYY'/`'^/M7SCX]\>W7C"^\N/?!I M<+?N8,\L?[[^_MV_,GHP^'E6EY&=2HH+S#Q[X]NO&%]Y<>^#2X6_?*3D[L***U/#_A_4/$VK1Z=IT6Z1N7<_=C7NS'L M*;:2NQ)-NR#P_P"']0\3:M'IVG1;I&Y=S]V->[,>PKU?6=9TKX5:#_86A;)] M<\^93Z3X4NKB2XN/'-Q+-(Q9W?29"6)ZDG?7%S>VE>2?+Z/4Z+>S6F_ MY')SW$UU<27%Q*\LTC%G=SDL3U)-1UUG]A>#O^ATF_\`!1)_\71_87@[_H=) MO_!1)_\`%UU>UCV?W/\`R,>1_P!-')TZ.1XI%DC=D="&5E."".A!KJO["\'? M]#I-_P""B3_XNC^PO!W_`$.DW_@HD_\`BZ/:Q\_N?^0E5\RQZ-X1BD62/QO.CH0RLNDR`@CH0=]>R^ M$/'6C:D+;2#KHO\`4@I`E>U:W\['L21NQ[\^E>5B:"3YZ:=O1G92J/:1VM%% M%<1N%%%%`!1110!B^*=0OM/T@MI^C-JTTKB-K8'`V$');@\=L>]<%_:6M?\` M1*;3_OE/_B*W?&::E=ZK$FF^,['1DAB"R022J'+DYR1GT*XKF_[/\2?]%0T[ M_O\`K_C7;1C%1UM^/Z&$V[_\,3_VEK7_`$2FT_[Y3_XBC^TM:_Z)3:?]\I_\ M14']G^)/^BH:=_W_`%_QH_L_Q)_T5#3O^_Z_XUI:/E_Y,1KY_@3_`-I:U_T2 MFT_[Y3_XBO0/#UFD6FP74FCVFF7D\8,T,"*-G<*2`,_XUPVC:5XBFUBT#_$. MUO8ED5Y+>"4%Y$!RP&/;->H5SUY):+]?U-::>[_0****YC4*XOQ3;/I)MY-( M\$Z?JRRY\W$:*R'L<;3D'^E=I5#6[.[O]&N;6PO&L[N1?W5PO\#`@_TQ^-73 MERR)DKH\W_M+6O\`HE-I_P!\I_\`$4?VEK7_`$2FT_[Y3_XBKG_"&_$#_H=_ M_'#_`(4?\(;\0/\`H=__`!P_X5V\U/NO_)C"TO/\"G_:6M?]$IM/^^4_^(K4 M\.ZMK*ZW;QR?#Z/2X)CYE3)TVK77_DPTI)[/\``](KS76;_5H]9O$A^&]M?1K, MP6Z94S,,_>.5[UZ57F&M66O/K=ZT'Q#L;*$S,4MGF4&(9^Z1GM6&'M=W_7]# M2I>Q7_M+6O\`HE-I_P!\I_\`$4?VEK7_`$2FT_[Y3_XBH/[/\2?]%0T[_O\` MK_C1_9_B3_HJ&G?]_P!?\:ZK1\O_`"8QU\_P)_[2UK_HE-I_WRG_`,17?>%Y M9YM!A>YT=-(E+-FS0#"?,>>`.O7\:\Z_L_Q)_P!%0T[_`+_K_C7HGA2.ZA\/ MP)>:M%JLX9\W<3!E?YC@9'ITK&O;ETM^/ZFE.]_^&-JBBBN0V"BBJUWJ5C8; M?ME[;VV_[OG2JF?IDT)-[`(X];65E$3Q,&6/;G.".YR/RJUXQBO)M$5;'6X=&F\Y3] MIE8*",'YU_X?_AS97Y#B/[2UK_HE-I_WRG_`,11_:6M?]$IM/\` MOE/_`(BH/[/\2?\`14-._P"_Z_XT?V?XD_Z*AIW_`'_7_&NJT?+_`,F,=?/\ M"?\`M+6O^B4VG_?*?_$4?VEK7_1*;3_OE/\`XBH/[/\`$G_14-._[_K_`(T? MV?XD_P"BH:=_W_7_`!HM'R_\F#7S_`[WP=/=7&D2O=^'X]#D$Y`MHP`&&U?G MX`Z\C_@-=#7.>"X;V#1YEO\`7H=:E-PQ%Q"X8*NU?DR.XY/_``*NCKAJ?&SH MCL%%%%04%%%%`!1110!7OV9=.NF2W%RXBDAP?E_'I7F']I:U_P!$IM/^ M^4_^(KT[4%=M-NEBG6WD,+A9F.!&<'#'Z=:\J_L_Q)_T5#3O^_Z_XUU8>UG> MWX_H95+_`-6)_P"TM:_Z)3:?]\I_\11_:6M?]$IM/^^4_P#B*@_L_P`2?]%0 MT[_O^O\`C1_9_B3_`**AIW_?]?\`&M[1\O\`R8RU\_P)_P"TM:_Z)3:?]\I_ M\16]X1O-1GUEDNO`\&BQ^2Q^U1A02%'7^E-+368?)8?9HI0Q!R/FP/3^M144>1[?^3%1O=?\`[VBBBN$Z`H MHHH`****`"BBB@`HHHH`*K7]_:Z78S7M[.D%M"NYY'/`'^/M1?W]KI=C->WL MZ06T*[GD<\`?X^U?./CWQ[=>,+[RX]\&EPM^Y@SRQ_OO[^W;\R>C#X>5:7D9 MU*B@O,/'OCVZ\87WEQ[X-+A;]S!GEC_??W]NWYD\=117N0A&$>6.QY\I.3NP MHHK4\/\`A_4/$VK1Z=IT6Z1N7<_=C7NS'L*;:2NQ)-NR#P_X?U#Q-JT>G:=% MND;EW/W8U[LQ["O:KAXOA?HD&FZ#HUUJFI3X>>986(;W9E!]P%'3K]9XX=%\ M!Z!-HND:SI5KK3J#-<7TH#;B/O%1GH/NKT&>_.>,VZY_T5/3O_`]_P#"O/G- MUGK\/SU.F,?9KS*UQJ\]U<27%Q\-$EFD8L[O#.2Q/4DXJ/\`M!O^B7P_]^)O M\*N;=<_Z*GIW_@>_^%&W7/\`HJ>G?^![_P"%7I_7,+7^K%/^T&_Z)?#_`-^) MO\*/[0;_`*)?#_WXF_PJYMUS_HJ>G?\`@>_^%&W7/^BIZ=_X'O\`X477]_P#A1I_7,&O]6/1?!GC.]\02 M2VNJZ)=:;=+\T9:)_+D7_>(X/L>M=E7A&W7/^BIZ=_X'O_A7I7A/Q-;SV=OI MVH^(-)OM3SL1[6?)F`'4@@?-]*X:]&WO1_4WIU+Z,ZVBBBN4V"BBB@#Q#Q)K MOPWN_$>H2ZEI&L3WHF:.66-@%8K\N1^\''''`K+_`+4^%/\`T`=<_P"^Q_\` M':\_N9CT\E]Q[Q\-QX*OM:N+GPYI6H6]U; M0_-)=-E0&.,#YVYX_G7J%>/_``(@Q;:W<$P5X^*5JK5]CM MHZP3"BBBNAAB)62.F_M3X4_]`'7/^^Q M_P#':/[4^%/_`$`=<_[['_QVO.J*]/V"_F?WG)[3R7W'HO\`:GPI_P"@#KG_ M`'V/_CM=1HOQ6\&>'],CT[3M-UB.VC+%59$8@DY/)D]37B5%3+#0DK2;?S&J MK6R1[[_PO#PU_P`^.K?]^H__`(Y1_P`+P\-?\^.K?]^H_P#XY7@5%9_4:)7U MB9[=>_%KPM?;A(GB2,-V@=8L?0K(#7-W&N_#"[F::YTCQ!-*WWGDFW,?J3+7 MFM%:1PL(_"VOF)U9/<]%_M3X4_\`0!US_OL?_':/[4^%/_0!US_OL?\`QVO. MJ*KV"_F?WD^T\E]QZ+_:GPI_Z`.N?]]C_P".U9TZ3X9:KJ-O86?AW79+BX<( MBAQU/K^]Z=R:\QZU[[\*_`1T*T&M:G%C4KA,11L.8(S_`"8]_0<>M85U&E"[ MD[^II3O.5K+[COM(TFRT/3(=.T^+RK6$'8N2>I)/)Z\DUS_Q%GT&W\,J_B*U MNKFQ^T(`EL<-OPV#]Y>.O>NMKSKXT_\`(BQ_]?L?_H+5YE&\JJN]V==32#L< M#_:GPI_Z`.N?]]C_`..T?VI\*?\`H`ZY_P!]C_X[7G5%>U[!?S/[S@]IY+[C MT7^U/A3_`-`'7/\`OL?_`!VC^U/A3_T`=<_[['_QVO.J*/8+^9_>'M/)?<>X M>&?B+X"\/:;)::=!J-G"\QE:.:/>2Q`&UW_X#FOG M6BL98*G)W;9:Q$DK(^BO^%Q^$O\`GM=_^`YH_P"%Q^$O^>UW_P"`YKYUHI?4 M*7F/ZQ,^BO\`A* M;*>KM;IHM^UVCO;"WD,RI]YDVG<_M/)?<>B_VI\*?^@#KG_?8_P#CM:_AOQ?\ M-]`U0WFGZ=JUI.8RGF2_.,$CC`<^GI7D=%)X>,E9M_>-56G=)'T5_P`+C\)? M\]KO_P`!S1_PN/PE_P`]KO\`\!S7SK16/U"EYE_6)GT5_P`+C\)?\]KO_P`! MS1_PN/PE_P`]KO\`\!S7SK11]0I>8?6)GT5_PN/PE_SVN_\`P'-;?AOQQHWB MNXG@TMYF>!`[^9&5X)Q7RU7K'P+_`.0UJW_7NG_H595\'3A3WLZ06T*[GD<\`?X^U%_?VNEV,U[>SI!;0KN>1SP!_ MC[5\X^/?'MUXPOO+CWP:7"W[F#/+'^^_O[=OS)Z,/AY5I>1G4J*"\P\>^/;K MQA?>7'O@TN%OW,&>6/\`??W]NWYD\=117N0A&$>6.QY\I.3NPHHK4\/^']0\ M3:M'IVG1;I&Y=S]V->[,>PIMI*[$DV[(/#_A_4/$VK1Z=IT6Z1N7<_=C7NS' ML*]CEUSPU\)K&/1;:.2\U&4![IXBH?.."Q/3V7L.>^33UG6=*^%6@_V%H6R? M7)U#3SL`2AQ]YO\`V5>W4^_C$]Q-=7$EQ<2O+-(Q9WPYWV.R_M+X?_P#0`U;_`,#!_A1_:7P__P"@!JW_`(&#_"N-HH]DN[^]ASOL M=E_:7P__`.@!JW_@8/\`"C^TOA__`-`#5O\`P,'^%<;11[)=W][#G?8[+^TO MA_\`]`#5O_`P?X4?VE\/_P#H`:M_X&#_``KC:*/9+N_O8<[['9?VE\/_`/H` M:M_X&#_"G1ZKX"BD62/0]81T(966]`((Z$&N+HI>R7=_>PYWV/HWP=\3-(\2 M7:Z7MGMKH(!%]I<$S8'/(_B[X[UW=?',>=)\;T5>U MJV-GKVHVI&##=2QG\&(_I5&OID[JYY3"BBB@#W3X&1@>'M3DSRUV%Q]$'^-> MJ5Y-\"I=VCZO#DY2X1L>F5(_]EKUFO!Q?\:1Z%'X$%%%%M<_Z_9/_0C7U37RMXX_Y'K7/^OV3_T(UZ&7_&_0YL3\*,"B MBBO6.,****`"BBB@`HHHH`*55+L%4$L3@`#DFDKT'X/2Z:OC18;ZWCDGDB/V M21QG9(.>.V2,\^W'6HJ3Y(.5KV'&/-)(Z[X;?#$V#1:WKT`^U##6UJXSY7HS MC^]Z#M]>GK-%%>!5JRJRYI'I0@H*R"O.OC3_`,B+'_U^Q_\`H+5Z+7G7QI_Y M$6/_`*_8_P#T%JO#?Q8^I-7X&?/E%%%>^><%%%%`!1110`4444`%%%%`'T5\ M'/\`D0(O^OB7^8KOJX'X.?\`(@1?]?$O\Q7?5\_B/XLO4]*G\",SQ'_R+&K? M]>4W_H!KY*KZU\1_\BQJW_7E-_Z`:^2J[\N^&1S8G=!1117HG,%%%%`!1110 M`4444`%>L?`O_D-:M_U[I_Z%7D]>L?`O_D-:M_U[I_Z%7/B_X,C2C\:/<*** M*\$]$\[^+%M*^E074VF3:CIUN2TT<5T8O+/]\J%.X=L]OQ->-?VIX;_Z%J;_ M`,&+?_$5]4,JNI5E#*PP01D$5X/\2OAJVC-+K6BQ%M.8[IX%&3;GU'^Q_+Z= M/1P=:/\`#EI\V#^)''_VIX;_Z%J;_`,&+?_$4?VIX;_Z%J;_P8M_\16!1 M7I';S2KG3=*MCIFHG+2H9 M!([CLZL1SC/3''ISSX'4]E>W.G7D5Y9S/#<0L&CD0X*FLZU!5( M\;^%]5\-:[*NHN]RMPS217AR?.YY)/\`>]1_3!KFJ^@/#GB/1_BAX>ET;68D M74%3,D8X)(Z2QGL?;M[@UY!XO\(7_A#53:W0,EO)DV]P!A9%_H1W'],&IH5F MW[.>DE^(ZD+>]'8YZBBBNDR"BBB@`HHHH`****`"BBB@`HHHH`*W/"?AO4_$ MVM16NF[HV0AY+CD"`9^\2._H.I-)X7\+ZAXKU9+&Q3"C#33,/EB7U/\`0=Z^ MEO#?AO3_``MI,>GZ?'A1S)(WWI6[LQ_SBN3%8E4E9;FU*DYN[V,K_A$]8_Z' M/5O^^(O_`(FBNLHKR/:R_I([>1'GGB.X\5VVO7,>E^#M,O[/(:.YD1=SY`)S MEASG(K+^W^.O^B?Z3_WPO_Q==!X]TF2XEM;X^-+CP["J^20LC!)&Y(Z.HSC/ MKT]JXS^S(_\`HLTW_?Y__CU==-Q<%M]TOT,973_X8T_M_CK_`*)_I/\`WPO_ M`,71]O\`'7_1/])_[X7_`.+K,_LR/_HLTW_?Y_\`X]1_9D?_`$6:;_O\_P#\ M>K2T?+[I$Z_TT=QX-O/$-I77Z_J M;4WH+1116!H%%%9?B-XD\/7HFU,:6KQF,7A;;Y);@,#DH_LR/\`Z+--_P!_G_\`CU=/U9?S?@_\C+VK[?BC MVJBO%?[,C_Z+--_W^?\`^/5J^&M.5?$=BR?%&752LF[[%YK'SL`DC'FGZ]#T MI/#I*_-^#_R&JC;V_%'JM>:ZS>^,4UF\6S\$Z9=6PF813R*NZ1<\,?FZFO2J M\EU[3TDU^_<_%:73BT['[&)6'D<_<_UHZ?04L/:[O^OZ#J7L/^W^.O\`HG^D M_P#?"_\`Q='V_P`=?]$_TG_OA?\`XNLS^S(_^BS3?]_G_P#CU']F1_\`19IO M^_S_`/QZNNT?+[I&.O\`31I_;_'7_1/])_[X7_XNO0=.TVVGTNTEO=(LX;MX M4:>)85PCE064?0Y%>5_V9'_T6:;_`+_/_P#'J]=T9=FAZ>@O3?!;:,?:R<^? M\H^?J?O=>IZUSXBR2M^37YFE/?7]!?[(TS_H'6G_`'X7_"H+S2;5;*F6# M70C8Q+)`NTOC@'VS6G17-S,ULCRC[?XZ_P"B?Z3_`-\+_P#%T?;_`!U_T3_2 M?^^%_P#BZO>,-`EBUA[V3XB7>AV]VR^Z0K MO^FCV:WD>:VBEDB:)W0,T;')0D<@X]*DKDO`US;164FFCQ;%XAN48RB3=F14 M.!@_,Q(![Y[XKK:\^<>631TQ=U<*P?%TNJ0Z,K:1I-OJESYR@P3@%0N#EN2. M1Q^=;U(VT`>>I^V*Q7/!^3AEZ_7M3I_&A2^%G&?;_`!U_T3_2 M?^^%_P#BZ/M_CK_HG^D_]\+_`/%UF?V9'_T6:;_O\_\`\>H_LR/_`*+--_W^ M?_X]7H6CY?=(Y]?Z:-/[?XZ_Z)_I/_?"_P#Q='V_QU_T3_2?^^%_^+K,_LR/ M_HLTW_?Y_P#X]1_9D?\`T6:;_O\`/_\`'J+1\OND&O\`31Z#X5MKK4-+EE\0 M>'+"PNQ,52*.)2"FU2&ZGN6'X5N_V1IG_0.M/^_"_P"%8?@2`6^ASHOB9O$( M-RQ^ULQ;9\J_)RS=.O7^*NHK@J-J;L=$5H4_[(TS_H'6G_?A?\*/[(TS_H'6 MG_?A?\*N45',^X[(I_V1IG_0.M/^_"_X4?V1IG_0.M/^_"_X5H_LR/\`Z+--_P!_G_\`CU=-H^7W2,]?Z:-/ M[?XZ_P"B?Z3_`-\+_P#%UO>$;KQ--K++J_A6PTNV\EB)X%4,6R,+PQX//Y5Q MW]F1_P#19IO^_P`__P`>KI/`]FD&OLZ_$.37SY##[&TC-CD?/@R-T^G>LZBC MR/;[I#C>Z_S1Z-1117`=(4444`%%%%`!1110`4C*KJ590RL,$$9!%+10!X-\ M2OAJVC-+K6BQ%M.8[IX%&3;GU'^Q_+Z=/,*^QV574JRAE88((R"*\'^)7PU; M1FEUK18BVG,=T\"C)MSZC_8_E].GJX3%\WN3W..M1M[T3S"BBBO1.8GLKVYT MZ\BO+.9X;B%@T66 MRU41XD^SRF)V'_/2-AR.>H[=\@UR>L>%O%.BS`7GQ&-M%(S>2US?S(7`_3/3 MO7'";OR3T:]=3:2TYH[?(S/,N_\`HD__`)*S_P"%'F7?_1)__)6?_"C['K'_ M`$56T_\`!K-1]CUC_HJMI_X-9JUT_KF)U_JP>9=_]$G_`/)6?_"CS+O_`*)/ M_P"2L_\`A1]CUC_HJMI_X-9J/L>L?]%5M/\`P:S4:?US!K_5@\R[_P"B3_\` MDK/_`(4>9=_]$G_\E9_\*/L>L?\`15;3_P`&LU'V/6/^BJVG_@UFHT_KF#7^ MK!YEW_T2?_R5G_PH\R[_`.B3_P#DK/\`X4?8]8_Z*K:?^#6:C['K'_15;3_P M:S4:?US!K_5@\R[_`.B3_P#DK/\`X5?T:PNM7U2&S;X9VMG&YR]Q=131HB]S MDXR?8=:-+\->*=9G:/3_`(CK=%`#)Y&H3N5&>M>PZ3IW]E:;#9_:KFZ:,?-/ MW7O7D/V_P+_T M3_5O^^&_^+KW"O+/B3XM\5^$=7B>RD@.F7*YB9X`Q1Q]Y2?U'U]JZL,VWR+\ MVC&JDES/\C"^W^!?^B?ZM_WPW_Q='V_P+_T3_5O^^&_^+K%_X7'XM_Y[6G_@ M.*/^%Q^+?^>UI_X#BN[V-7M_Y,S#GA_21M?;_`O_`$3_`%;_`+X;_P"+KNO" M?C?2[^:#1H-)U+38XXPEO]JB.P@=^+O&6A7$LNC7V@ZGJMM&X M+-!$1&7'H+5D;7V_P+_T3_5O^^&_^+H^W^!?^B?ZM_P!\-_\`%UB_\+C\6_\`/:T_ M\!Q1_P`+C\6_\]K3_P`!Q71[&KV_\F9GSP_I(VOM_@7_`*)_JW_?#?\`Q==/ MX%3PM?:ZTVE^$[S3+FUB+K<7`8`9^7`RQY()[>M>??\`"X_%O_/:T_\``<5[ M1X'O=8U/PO;:AK;)]INLRHJ1[-L9^[D>XY^A%88B,ZZ^;+IN,I:?D=%7D M'B"]\')X@U!;SP3J=U*-3L+:6V$% MO235-,.HI:*TZ0ID.2`5 M?;_`O_1/]6_[X;_XNO<*\:\=^/?%OA7Q3<6$'])'5:)XD\)Z/JD5UI_ M@S5[.8_NS-Y;$*IX.1N.1^%>P=:^=?\`A(M0\,>%UO\`36C6/P% MUI_X#BC_AGWFJKP2L?15%?.O_"X_%O_ M`#VM/_`<4?\`"X_%O_/:T_\``<5/U"KY#^L0/HJBOG7_`(7'XM_Y[6G_`(#B MC_AUI_X#BC_AY'%>,_;_`O_1/]6_[X;_X MNO4K?5KJ3P!%K#%?M;:6+HG;\N\Q;NGIFO$_^%Q^+?\`GM:?^`XIX:G-W2_- MH5645:_Y&U]O\"_]$_U;_OAO_BZ/M_@7_HG^K?\`?#?_`!=8O_"X_%O_`#VM M/_`<4?\`"X_%O_/:T_\``<5U>QJ]O_)F9<\/Z2-K[?X%_P"B?ZM_WPW_`,77 M3>!+KPS-X@9=(\*W^EW/D,3/.K!2N1E>6/)X_*O/_P#A*M$O+K4VB:6*Y\M?+3:-NT'^M9U< M)4IQYI%0K1D[([BBBBN8U"D95=2K*&5A@@C((I:*`/!OB5\-6T9I=:T6(MIS M'=/`HR;<^H_V/Y?3IYA7V.RJZE64,K#!!&017@_Q*^&K:,TNM:+$6TYCNG@4 M9-N?4?['\OIT]7"8OF]R>YQUJ-O>B>84445Z)S$]E>W.G7D5Y9S/#<0L&CD0 MX*FO>_#7B31OB?H#Z/K<$8OT4-)%G&['_+2,]1[CMGT-?/M3V5[17EG, M\-Q"P:.1#@J:PKT%579K9FE.HX/R/1?%NB>&?"&IBUO/#.H20R#,%RNH860= M_P"'@CN*Y_\`M3P3_P!"UJ/_`(,?_L*]C\"^/8/&6FO9S2BTUB.,APF/F[>8 M@((_`@X]Q7!^+_$WQ$\(:J;6ZUDR6\F3;W`M(0LB_P#?'!'>IK.,4N9;>B.8_M3P3_`-"UJ/\`X,?_`+"C^U/!/_0M:C_X,?\`["IO M^%J^-?\`H-?^2L/_`,11_P`+5\:_]!K_`,E8?_B*WY*G;_R9_P"1GS1_I(A_ MM3P3_P!"UJ/_`(,?_L*/[4\$_P#0M:C_`.#'_P"PJ;_A:OC7_H-?^2L/_P`1 M1_PM7QK_`-!K_P`E8?\`XBCDJ=O_`"9_Y!S1_I(A_M3P3_T+6H_^#'_["MKP MOI?AGQ7JR6-CX8U$*,--,VH?+$OJ?D_(=ZG\+^+OB+XKU9+&QU?"C#33-:0[ M8E]3\GY#O7L][JEIX;T5;G6-1RD2A6GE4!I6]E4#)/H!7/7JRI^ZMWYMFM." MEKT]$&@>'=,\,Z?]BTNW$418LQ)RSGU8]ZU*Y"/Q5XAOP)M,\&W,EJW*27EX MELS#UV$$U+:>-HTOH=/U_3+G1+N8[8C<$/#(WHLJ_+GZXKSY4YMMO5^NIT*4 M5HCJJ***R+"BBB@`K)\2^'[3Q/H<^F7@PL@RD@',;CHP^GZC([UK44TW%W0F MDU9GR3KVA7WAS5IM.U"(I+&?E;^&1>S*>X/^>:S:^I_%O@_3O%^FFWNU\NX3 MF"Y0?/&?ZCU']>:^=_$_@_5_"=V8M0@)A8XBN8QF.3Z'L?8\U[>'Q4:JL]S@ MJTG!W6Q@4445U&04444`%%%%`!117H/@SX5ZGX@DCN]322PTSALL,2RC_9!Z M#W/X9J*E2--7DQQBY.R*GPY\$2^*]86>YC(TJU8&=CQYAZB,?7OZ#ZBOI%5" M*%4`*!@`#@"JVFZ;9Z1I\-C86Z06T(PD:]O\3[GK5JO$Q%=UI7Z'H4Z:@K!7 MRMXX_P"1ZUS_`*_9/_0C7U37RMXX_P"1ZUS_`*_9/_0C71E_QOT,L3\*,"BB MBO6.,*^K_"/_`")>A?\`8.M__1:U\H5]7^$?^1+T+_L'6_\`Z+6O.S'X8G3A MMV;-%%%>4=@5YO\`&3P]_:?AA-4A3-QIS;FQU,3<-^1P?P->D5'<0175M+;S MH'AE0HZGHRD8(_*M*51TYJ2Z$SCS1:/CNBM7Q)HLOA[Q%?:7+D^1(0C'^)#R MI_$$&LJOH4TU='F-6=@KT#X0^(/[(\7K92OBVU%?)(["0=?&G_D18_^OV/_`-!:NN\,:W'X MB\-V.J)C,\8,BC^%QPP_`@UR/QI_Y$6/_K]C_P#06KQ*"<:R3[GH5'>FV?/E M%%%>\><%%%%`!1110`4444`%%%%`!1110!].6?\`R22#_L!+_P"B*^8Z^G+/ M_DDD'_8"7_T17S'7!@=Y^IT8C[(4445WG.%%%%`!1110`4444`%%%%`!7N_P M-_Y%C4?^OW_V1:\(KW?X&_\`(L:C_P!?O_LBUR8[^"S;#_&>HT445XAWA111 M0`4C*KJ590RL,$$9!%+10!X-\2OAJVC-+K6BQ%M.8[IX%&3;GU'^Q_+Z=/,* M^QV574JRAE88((R"*\'^)7PU;1FEUK18BVG,=T\"C)MSZC_8_E].GJX3%\WN M3W..M1M[T3S"BBBO1.8GLKVYTZ\BO+.9X;B%@T&XA8-'(AP5-85J*J+LUL MRZ=1Q?D;7B_PA?\`A#53:W0,EO)DV]P!A9%_H1W'],&N>KZ`\.>(]'^*'AZ7 M1M9B1=05,R1C@DCI+&>Q]NWN#7D'B_PA?^$-5-K=`R6\F3;W`&%D7^A'CPOX7U M#Q7JR6-BF%&&FF8?+$OJ?Z#O7TMX;\-Z?X6TF/3]/CPHYDD;[TK=V8_YQ4XG M$JDK+<=*DYN[V#PWX;T_PMI,>GZ?'A1S)(WWI6[LQ_SBL#3K9/$_CG4=3NP) M;/19OL=C$WW5F`!DD(_O`D`?_6%=M7(>$)!8Z_XFT:8[9Q?O?Q@_QQ3`'(]0 M&!!],UY49-J4NIV-)670R-'MM6\2:_XD5_$FIVD5E?M#%';LFT+SZJ:?I%O- MJFL^(/!^N7W]M6$$4;K-(@$D;-_"2/XAU!]OPK.T#P?H/B7Q-XLFU>Q^TR0Z MFRH?.=,`Y/\`"PK2\'65MX;\>^(M!LLQ:?Y$-U%$[YV\88@GDC)[^U=$VO>2 MW273TZF2OI6[V M]S#'-"XP\X-%%`'G6N_!C0]1=IM,GETV4\[`/,BS_NDY'X''M7F7B? MXEA*]24N5O0Y:U.*5TCCJ***]0Y#2T M?1;G6KCR+9XD;(&9"0.?H#7I.E?`V[EVOJFL0QH>=EJA^%HHKLP&=*LY2ID@LX8F*G@E4`./;BBBN+&3E<7_P`* M-US_`*"FG?F__P`3117?1K5%!),YITXN5[!_PHW7/^@IIWYO_P#$T?\`"C=< M_P"@IIWYO_\`$T45K]8J=R?9Q['HGP\\*:KX0T^[L+^[MKB"202PB$M\AQAN MH'!POZU:\?>&+KQ;X=73;2>&&03K+NESC`!&.`?6BBN.4W[;FZFR2Y+'F/\` MPHW7/^@IIWYO_P#$T?\`"C=<_P"@IIWYO_\`$T45V?6*GP?\*-US_H*:=^;_`/Q-'_"C=<_Z"FG?F_\`\3111]8J=P]G'L>N MP:--%X)CT,R1F=-.%F9!G;N$>S/KC->1?\*-US_H*:=^;_\`Q-%%<]"K./-9 MFE2"=KA_PHW7/^@IIWYO_P#$T?\`"C=<_P"@IIWYO_\`$T45T?6*GP?\*-US_H*:=^;_`/Q->C_#OPC=^#M(NK.\N()WFG\T M-#G`&T#'('I116->K.4+-ETX14KH["BBBN$Z`HHHH`****`"D95=2K*&5A@@ MC((HHH`^?OBGX&M?#-U%J>G,J65W(5^S_P#/)\9^7_9]NW\O.:**]["RRO;G3KR*\LYGAN(6#1R(<%37T'X;U*R^*7@N:WUBR`DC M813,N``^,B1#V//\QR***XL.Y.3NSM225D%<_P"(O#;ZI/;ZGIMU]AUFT!$%SC*LIZQR M#NI_3K113A)IW0-)HXH_%^+1KNXL-8T?_386VRR6,@*2-Z@,`1^M6=/U74OB M?'*EMY6DZ.#Y=RR,7NIE_N@X`53WZ_C117I5*4(1%`D:+T4"IZ**\O