Exhibit 10(e)-6


 


TCF CHIEF EXECUTIVE OFFICER


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT, made and entered into as of
January 1, 2008 between TCF FINANCIAL CORPORATION, a Delaware corporation (the “Company”),
and Lynn A. Nagorske, Chief Executive Officer, (the “Executive”) as amendment
and restatement of the prior agreement dated January 1, 2006.


 


R  E  C  I
T  A  L  S :


 


WHEREAS, the Company and Executive have previously executed an
agreement (the “Prior Agreement”);


 


WHEREAS, the Executive and the Company are
contemporaneously with the execution and delivery of this Agreement entering
into a new Change in Control Agreement (the “CIC Agreement”);


 


WHEREAS, as a result of the enactment of
Internal Revenue Code (“IRC”) § 409A, the Company and the Executive desire to
amend the Agreement in order to insure that payments under this Agreement
qualify for the Short Term Deferral and/or the Separation Pay Plan exception
outlined in Treas. Reg. § 1.409A-1(b)(4) and § 1.409A-1(b)(9), respectively, or
are “permissible payments” under Treas. Reg. § 1.409A-3, and


 


NOW, THEREFORE, in consideration of the
mutual promises and agreements set forth herein and in the CIC Agreement, the
parties hereby agree as follows:


 


1.             Employment   and  
Duties.      The  parties 
hereby  agree  that,  
during   the   term 
of  this  Agreement 
as  set  forth 
in  paragraph  2 
below,   the  Executive 
shall  be  employed 
as  Chief  Executive 
Officer  of  the 
Company  with  overall 
charge  and  responsibility  for 
the  business  and 
affairs  of  the 
Company  and  the 
Executive’s  powers and  authority 
shall  be  superior 
to  those  of 
any  other  officer 
or  employee  of 
the  Company  or 
its  subsidiaries.    If 
elected,  Executive  also 
agrees  to  serve 
as  Chairman  of the 
Board  of  Directors 
of  the  Company.   
In  discharging  such 
duties  and  responsibilities, the  Executive 
may  also  serve 
as  an  executive 
officer  and/or director of any
direct or indirect subsidiary of the Company (collectively the “TCF
Subsidiaries”).  During the term of this
Agreement, the Executive shall apply on a full-time basis (allowing for usual
vacations and sick leave) all of his skill and experience to the performance of
his duties in his positions with the Company and the TCF Subsidiaries.  It is understood that the Executive may have
other business investments and participate in other business ventures which
may, from time to time, require minor portions of his time, but which shall not
interfere or be inconsistent with his duties under this Agreement.  The Executive shall perform his duties at the
Company’s principal executive offices in Wayzata, Minnesota or at such other
location as may be mutually agreed upon by the Executive and the Company;
provided that the Executive shall travel to other


 


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locations at such times as may be necessary for the performance of his
duties under this Agreement.


 


2.             Term of Employment.  Unless sooner terminated as provided in
paragraph 4 below, the term of this Agreement shall commence on the date hereof
and shall continue through December 31, 2008; provided that the term shall be
automatically extended for one year on each January 1st commencing January 1,
2009 unless either party gives written notice of non-renewal to the other six
months prior to the date on which the automatic extension would be effective.


 


3.             Compensation and Benefits.  During the term of this Agreement, the
Executive shall be entitled to the following compensation and benefits:


 


(a)           Base Salary.  As compensation for the Executive’s services,
the Executive shall be paid a base salary at a minimum annual rate of $700,000
payable in accordance with the Company’s customary payroll policy, which salary
shall be reviewed and may be increased from time to time at the discretion of
the Board of Directors (the “Base Salary”); provided that the amount of the
Base Salary shall not be reduced after it has been increased by the Board of
Directors without the Executive’s written consent.


 


(b)           Bonus.  The Executive shall, in addition to the Base
Salary, also be entitled to an annual bonus opportunity (the “Annual Bonus”)
based on the achievement by the Company of performance goals established by the
Compensation Committee of the Company’s Board of Directors.  Payment of Annual Bonuses shall be made
promptly but no later than 2 1⁄2 months after the end of the calendar year which
bonus was earned.


 


(c)           Stock Incentives.  The Executive shall be eligible to receive
stock options, restricted stock and stock appreciation rights under any stock
based plan from time to time adopted by the Company (the “Stock Plans”), at
least on the same basis as other executive officers of the Company as from time
to time determined by the Board of Directors or Compensation Committee of the
Company.


 


(d)           Reimbursement of Expenses.  The Company shall reimburse the Executive for
all business expenses properly documented, including without limitation, the
Executive’s legal fees incurred in the preparation of this Agreement.  Any such payments shall be made no later than
2 1⁄2 months after the end of the calendar year in which the expense was
incurred.


 


(e)           Automobile.  The Company shall provide to Executive, in
accordance with the Company’s practice from time to time for senior executives,
with the use of a full-size automobile and all related expenses associated
therewith.


 


(f)            Other Benefits.  The Executive shall be entitled to
participate and shall be included in any employee benefit plan, pension plan,
supplemental employee retirement plan, fringe benefit programs or similar plan
of the Company now existing or established hereafter to the extent that he is
eligible under the general provisions thereof.


 


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(g)           Perquisites.  The Executive shall be entitled to such
perquisites as are approved annually by the Compensation Committee of the Board
of Directors.  Payment of perquisites, if
any, shall be made no later than 2 1⁄2 months after the end of the calendar year
in which the Executive was entitled to such payments.


 


(h)           Return of Compensation under Section 304
of the Sarbanes-Oxley Act. 
Notwithstanding anything in this Agreement to the contrary, in the event
of a restatement of financial results by the Company, the Audit Committee of
the Board of Directors shall determine (after reasonable notice to the
Executive and an opportunity for the Executive, together with his legal
counsel, to be heard before the Audit Committee) whether or not repayment of
any compensation is required under Section 304 of the Sarbanes-Oxley Act.  If the Audit Committee determines that such
repayment is required, the Committee shall make a demand for repayment by
Executive of any bonus or other incentive-based or equity-based compensation,
and any profits realized from the sale of TCF stock or other TCF securities,
which are required to be returned to the Company as a result of Section 304 of
the Sarbanes-Oxley Act.  Executive shall
promptly tender such repayment unless he disputes the findings of the Audit
Committee, in which case the parties shall submit the dispute to arbitration as
provided in paragraph 7 of this Agreement.


 


4.             Termination
of Employment.


 


(a)           Death, or Disability, Retirement or
Voluntary Resignation.  In the event
of the Executive’s death, or disability as defined in the Company’s long term
disability plan then in effect, or retirement (termination by Executive which
the Compensation Committee determines is a retirement) the employment of the
Executive hereunder shall terminate and the Company’s obligation to make
further Base Salary and Annual Bonus (to the extent not yet earned) payments
hereunder shall thereupon terminate as of the end of the month in which such
death or disability occurs.  In the event
of Executive’s termination of employment without Good Reason other than a
retirement (“Voluntary Resignation”) the Company shall have no obligation to
pay Base Salary (other than through Executive’s last day of employment) and no
obligation to pay any Annual Bonus after the Executive’s employment termination
date.  The Executive’s (and his
beneficiaries’) rights to other compensation and benefits shall be determined
under the Company’s benefit plans and policies applicable to Company executives
then in effect.


 


(b)           Termination for Cause by the Company.  By following the procedure set forth in
paragraph 4(e), the Company shall have the right to terminate the employment of
the Executive for “Cause” in the event the Executive:  (i) has engaged in willful and recurring
misconduct in not following the legitimate directions of the Board of Directors
of the Company after fair warning; (ii) has been convicted of a felony and all
appeals from such conviction have been exhausted; (iii) has engaged in habitual
drunkenness; (iv) has been excessively absent from work which absence is not
related to disability, illness, sick leave or vacations; or (v) has engaged in
continuous conflicts of interest between his personal interests and the
interests of the Company after fair warning. 
If the employment of the Executive is terminated by the Company for
Cause, the Company’s obligation to make further Base Salary and Annual Bonus
(to the extent not yet earned) payments hereunder shall thereupon terminate,
except the Executive shall receive the Base Salary through the end of the month
during which such a termination occurs. 
The


 


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Executive’s rights to other compensation and benefits shall be
determined under the Company’s benefit plans and policies applicable to
executives of the Company then in effect.


 


(c)           Termination for Good Reason by the
Executive.   By following the
procedure set forth in paragraph 4(e), the Executive shall have the right to
terminate the Executive’s employment with the Company for “Good Reason” in the
event there is: (i) any material diminution in the scope of the Executive’s
authority and responsibility (provided, however, in the event of any illness or
injury which disables the Executive from performing the Executive’s duties, the
Company may reassign the Executive’s duties to one or more other employees
until the Executive is able to perform such duties); (ii) a material diminution
in the Executive’s base compensation (salary, bonus opportunity, benefits or
perquisites); (iii) a material diminution in the authority, duties,
responsibilities of the supervisor to whom the Executive is required to report;
(iv) a material diminution in the budget over which the Executive  retains authority; (v) a material change in
geographic location at which the Executive must perform the services; (vi) any
other action or inaction that constitutes a material breach by the Company of
the Executive’s  employment agreement
under which the Executive provides services. 
If the employment of the Executive is terminated by the Executive for
Good Reason before a change in control as defined in the CIC Agreement (“Change
in Control”), the Executive shall be entitled to the severance benefits set
forth in paragraph 4(f) below, provided that the Executive’s termination
results in a complete cessation of services for the Company.


 


(d)           Termination without Cause.  The Company may terminate the Executive’s
employment without Cause prior to the expiration of the term of this
Agreement.  If the employment of the
Executive is terminated by the Company without Cause prior to the expiration of
this Agreement, before a Change in Control, the Executive shall be entitled to
the severance benefits set forth in paragraph 4(f) below, provided that the
Executive’s termination results in a complete cessation of services for the
Company.


 


(e)           Notice
and Right to Cure.


 


(i)  Termination by Company for Cause.  If the Company proposes to terminate the
employment of the Executive for Cause under paragraph 4(b), the Company shall
give written notice to the Executive specifying the reasons for such proposed
determination with particularity and specifying a cure the Company deems
appropriate, and, in the case of a termination for Cause under paragraphs
4(b)(i) (including any breach of the provisions of paragraph 5 below), (iii) or
(iv), or (v) the Executive shall have a reasonable opportunity to correct any
curable situation to the reasonable satisfaction of the Board of Directors of
the Company, which period shall be no less than fifteen (15) days from the
Executive’s receipt of the notice of proposed termination.  Notwithstanding the foregoing, the Executive’s
employment shall not be terminated for Cause unless and until there shall be
delivered to the Executive a copy of the resolution duly adopted by the
affirmative vote of not less than the majority of the members of the Board of
Directors of the Company at a meeting called and held for the purpose (after
reasonable notice to the Executive and an opportunity for the Executive,
together with his legal counsel, to be


 


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heard before the Board of Directors) finding
that, in the opinion of the Company’s Board of Directors, the Executive has
engaged in conduct justifying a termination for Cause.


 


(ii)  Termination by Executive for Good Reason.  In the event the Executive proposes to
terminate his employment for Good Reason under paragraph (4)(c) above, the
Executive shall first provide written notice to the Company of the existence of
the condition described as Good Reason in paragraph 4(c) above not less than 90
days after the initial existence of the condition.  The Company will have an opportunity to
correct any curable situation to the reasonable satisfaction of the Executive
within the period of time specified in the notice which shall not be less than
thirty (30) days.  If such correction is
not so made or the circumstances or situation is such that it is not curable,
the Executive may, within thirty (30) days after the expiration of the time so
fixed within which to correct such situation (but not more than two years after
the initial existence of the Good Reason), give written notice to the Company
that his employment is terminated for Good Reason effective forthwith.


 


(f)            Severance Benefits.  If the Executive is entitled to severance
benefits under this paragraph 4(f) pursuant to paragraph 4(c) or (d), the
Executive shall be provided with the following benefits:


 


(i)            Base Salary and
Annual Bonus.  The Company shall pay
the Executive, no later than 30 days after Executive’s termination of
employment, in a single sum, an amount equal to three times the sum of (x) the
Executive’s annual salary at the time of termination of employment; and (y) the
average Annual Bonus paid or payable to Executive in respect of the three
calendar years immediately preceding the year in which termination of
employment occurs.  In the event
Executive’s termination occurs after the end of a calendar year, but before a
bonus earned in that calendar year has been paid, the Company shall pay such
bonus to Executive in addition to the amount otherwise payable under this
paragraph (i) promptly but no later than 2 1⁄2 months after the end of the
calendar year in which bonus was earned.


 


(ii)           Medical and Other
Benefits Continuation.  Executive
shall be entitled to continuation of Company medical coverage for the full
period provided under the Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”) at Company expense. If eligible, Executive shall participate in
retiree medical coverage of the Company on the same terms and conditions as
apply to TCF employees generally. 
Executive shall also be entitled to continuation of all other benefits
after employment termination as provided by the benefit plans or by law; provided
that, if Executive obtains new employment with comparable benefits during the
applicable continuation period, all entitlements under this paragraph shall
cease.  Nothing in this paragraph shall
be construed as providing Executive with coverage under any plan of Employer to
which Executive would not otherwise be entitled and in the event any coverage
is unavailable, e.g. if Executive is uninsurable, Employer’s obligations under
this paragraph may be satisfied by paying to the Executive the cost of such
coverage if it were available, as determined in good faith by the Company.


 


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(iii)          Stock Incentives.  Executive shall be entitled to such vesting
or other benefits as are provided by the award agreement pertaining thereto.


 


(g)           Benefits in Lieu of Severance Pay Policy.  The severance benefits provided for in this
paragraph 4 are in lieu of any benefits that would otherwise be provided to the
Executive under the Company’s severance pay policy and the Executive shall not
be entitled to any benefits under the Company’s severance pay policy.


 


(h)           No Funding of Severance.  Nothing contained in this Agreement or
otherwise shall require the Company to segregate, earmark or otherwise set
aside any funds or other assets to provide for any payments required to be made
under this paragraph 4 and the rights of the Executive to the severance
benefits hereunder shall be solely those of a general, unsecured creditor of
the Company.  However, the Company may,
in its discretion, deposit cash or property, or a combination of both, equal in
value to all or a portion of the amounts anticipated to be payable hereunder
into a trust, the assets of which are to be distributed at such times as
determined by the trustee of such trust; provided that such assets shall be
subject at all times to the rights of the Company’s general creditors.


 


(i)            Termination after Change in Control.  Upon or within six months before or
twenty-four months after a Change in Control, if the employment of the
Executive ends under circumstances entitling Executive to benefits or payments
under the CIC Agreement, the Executive shall be entitled to the greater of the
benefits provided under the CIC Agreement and the benefits provided by this
Agreement, but in no event shall there be double payment under the CIC
Agreement and this Agreement.


 


(j)            Section 409A of the Internal Revenue
Code.  The arrangements described in
this Agreement are intended to be either exempt from or to constitute
permissible payments under IRC § 409A and the regulations thereunder.


 


5.             Covenant Not to Compete;
Non-Solicitation Covenant.


 


(a)           Covenant Not to Compete. While Executive is actively employed by the Company
and, in the event of a termination of employment other than (i) a termination
by the Company without Cause, (ii) a termination by the Executive for Good
Reason or (iii) a termination for any reason within 6 months before or 24
months after a Change in Control, for a period of one year after such
termination of the Executive’s employment, the Executive agrees that he will not
directly or indirectly substantially compete with the Company or the TCF
Subsidiaries.  The Executive shall be
deemed to be substantially competing with the Company and the TCF Subsidiaries
if, without the prior written approval of the Board of Directors of the
Company, he becomes an officer, employee, agent, partner, director or owner of
a ten (10) percent or greater equity interest of any company (or its affiliated
companies) which engages in any types of business in which the Company or the
TCF Subsidiaries are engaged at the time of employment termination and such
competing entity operates within a 50 mile radius of any location operated by
the Company or any TCF Subsidiary.


 


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(b)           Non-Solicitation Covenant.  While the Executive is actively employed with
the Company and, in the event of a termination of employment by the Company or
the Executive for any reason prior to a Change in Control, for a period of one
year after the Executive’s termination of employment, the Executive agrees
that, except with the prior written permission of the Board of Directors of the
Company, he will not offer to hire, entice away, or in any manner attempt to
persuade any officer, employee, or agent of the Company or any of the TCF
subsidiaries to discontinue his or her relationship with the Company or any of
the TCF Subsidiaries nor will he directly or indirectly solicit, divert, take
away or attempt to solicit any business of the Company or any of its
subsidiaries as to which Executive has acquired any knowledge during the term
of his employment with the Company.


 


(c)           Remedies.  If the Executive commits a breach, or
threatens to commit a breach, of any of the provisions of this paragraph 5, the
Company shall have the following rights and remedies, in addition to any rights
and remedies otherwise available at law or equity after the Company has
notified the Executive of the specific conduct or threatened conflict which it
deems in violation of this paragraph 5 and given the Executive a reasonable
opportunity to cease and desist:


 


(i)            The right and remedy
to have the provisions of this paragraph 5 specifically enforced by any court
having equity jurisdiction, it being acknowledged and agreed by the Executive
that any such breach or threatened breach will cause irreparable injury to the
Company and the TCF Subsidiaries and that money damages will not provide an
adequate remedy to the Company and the TCF Subsidiaries; and


 


(ii)           The right and remedy to
require the Executive to account for and pay over to the Company all
compensation, profits, monies, accruals, increments, or other benefits, other
than those payable under this Agreement, derived or received by the Executive
or the enterprise in competition with the Company or any of the TCF
Subsidiaries as the result of any transactions constituting a breach of any
part of this paragraph 5, and Executive agrees to account for and pay over to
the Company such amounts promptly upon demand therefore.


 


6.             Beneficiaries.  In the event of the Executive’s death after
his termination of employment, any amount or benefit payable or distributable
to him pursuant to this Agreement shall be paid to the beneficiary designated
by the Executive for such purpose in the last written instrument received by the
Company prior to the Executive’s death, if any, or, if no beneficiary has been
designated, to the Executive’s estate, but such designation shall not be deemed
to supersede any beneficiary designation under any benefit plan of the
Company.  Whenever this Agreement
provides for the written designation of a beneficiary or beneficiaries of the
Executive, the Executive shall have the right to revoke such designation and to
redesignate a beneficiary or beneficiaries by written notice to either the
Company to such effect, except to the extent, if any restricted by law.


 


7.             Rights in the Event of Dispute.  In the event of a dispute between the Company
and the Executive regarding his employment or this Agreement, it is the
intention of this Agreement that the dispute shall be resolved as expeditiously
as possible, consistent with fairness


 


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to both sides, and that during pendency of the dispute the Executive
and the Company shall be on equal footing, as follows:


 


(a)           Arbitration.  Any claim or dispute relating to the Executive’s
employment or terms and performance of this Agreement, shall be resolved by
binding private arbitration before three arbitrators and any award rendered by
any arbitration panel, or a majority thereof, may be filed and a judgment
obtained in any court having jurisdiction over the parties unless the relief
granted in the award is delivered within ten (10) days of the award.  Either party may request arbitration by
written notice to the other party. 
Within thirty (30) days of receipt of such notice by the opposing party,
each party shall appoint a disinterested arbitrator and the two arbitrators
selected thereby shall appoint a third neutral arbitrator; in the event the two
arbitrators cannot agree upon the third arbitrator within ten (10) days after
their appointment, then the neutral arbitrator shall be appointed by the Chief
Judge of Hennepin County (Minnesota) District Court.  Any arbitration proceeding conducted
hereunder shall be in the City of Minneapolis and shall follow the procedures
set forth in the Rules of Commercial Arbitration of the American Arbitration
Association, and both sides shall cooperate in as expeditious a resolution of
the proceeding as is reasonable under the circumstances.  The arbitration panel shall have the power to
enter any relief it deems fair and just on any claim, including interim and
final equitable relief, along with any procedural order that is reasonable
under the circumstances.


 


(b)           Expenses of Prosecution/Defense of Claim.  During the pendency of a dispute between the
Company and the Executive relating to the Executive’s employment or the terms
or performance under this Agreement, the Company shall promptly pay the
Executive’s reasonable expenses of representation upon delivery of periodic
billings for same, provided that (i) Executive (or a person claiming on his
behalf) shall promptly repay all amounts paid hereunder at the conclusion of
the dispute if the resolution thereof includes a finding that the Executive did
not act in good faith in the matter in dispute or in the dispute proceeding
itself, and (ii) no claim for expenses of representation shall be submitted by
the Executive or any person acting on his behalf unless made in writing to the
Board of Directors within 90 days after receipt of billing for such
representation.  Any such payment shall
be made promptly, and in any event no later than the end of the calendar year
following the year in which the expense was incurred.


 


8.             No Obligation to Mitigate Damages.  In the event the Executive becomes eligible
to receive compensation or benefits subsequent to the termination of his
employment under this Agreement, the Executive shall have no obligation to seek
other employment in an effort to mitigate damages.  To the extent the Executive shall accept
other employment after his termination of employment, the compensation and
benefits received from such employment shall not reduce the compensation and
benefits otherwise due under this Agreement, except as provided in paragraph
4(f)(ii) above.


 


9.             Other Benefits.  The benefits provided under this Agreement
shall, except to the extent otherwise specifically provided herein, be in
addition to, and not in derogation or diminution of, any benefits that
Executive or his beneficiary may be entitled to receive under any other plan or
program now or hereafter maintained by the Company, or its subsidiaries.  The parties expressly agree that in the event
of a Change in Control the Executive shall be entitled to the greater of the
compensation and benefits as set forth in the CIC Agreement (in lieu of and not


 


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in addition to this Agreement) and the compensation and benefits
payable under this Agreement, and in no event shall there be double payment
under the CIC Agreement and this Agreement.


10.           Successors.  The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business and/or assets of the Company, to
expressly assume and agree to perform its obligations under this Agreement in
the same manner and to the same extent that the Company would be required to
perform them if no succession had taken place unless, in the opinion of legal
counsel mutually acceptable to the Company and the Executive, such obligations
have been assumed by the successor as a matter of law.  The Executive’s rights under this Agreement
shall inure to the benefit of, and shall be enforceable by, the Executive’s
legal representative or other successors in interest, but shall not otherwise
be assignable or transferable.


 


11.           Severability.  If any provision of this Agreement or the
application thereof is held invalid or unenforceable, the invalidity or
unenforceability thereof shall not affect any other provisions or applications
of this Agreement which can be given effect without the invalid or
unenforceable provision or application.


 


12.           Survival.  The rights and obligations of the parties
pursuant to this Agreement shall survive the term of Executive’s employment to
the extent that any performance is required hereunder after the expiration or
termination of such term.


 


13.           Notices.  All notices under this Agreement shall be in
writing and shall be deemed effective when delivered in person (in the Company’s
case, to its Secretary) or 48 hours after deposit thereof in the U.S. mails,
postage prepaid, addressed, in the case of the Executive, to his last known
address as carried on the personnel records of the Company and, in the case of
the Company, to the corporate headquarters, attention of the Secretary, or to
such other address as the party to be notified may specify by written notice to
the other party.


 


14.           Other Agreements.  This Agreement supersedes and replaces all
prior agreements or understandings of terms of the Executive’s employment with
the Company, including the Prior Agreements. 
Except as specifically provided herein, this Agreement does not
supersede or replace the CIC Agreement or any agreement between the Company and
Executive pursuant to any plans or programs of the Company, including any stock
option agreement, restricted stock agreement or supplemental retirement
agreement.


 


15.           Amendments and Constructions.  This Agreement may only be amended in a
writing signed by the parties hereto. 
This Agreement shall be construed under the laws of the State of
Minnesota.  Paragraph headings are for
convenience only and shall not be considered a part of the terms and provisions
of the Agreement.


 


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IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the day and year first written above.


 


 


	
   

  	
  TCF FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory J. Pulles

  	
   

  
	
   

  	
   

  	
  Gregory J. Pulles

  
	
  /s/ Neil W. Brown

  	
   

  	
  Its:

  	
  Vice Chairman, General Counsel

  
	
  President and Chief Operating Officer

  	
   

  	
  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Joseph T. Green

  	
   

  	
  /s/ Lynn A. Nagorske

  	
   

  
	
   

  	
  Lynn A. Nagorske

  
						



 


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