Exhibit 10j to Winnebago Industries, Inc. Form 10-K for fiscal year ended 8-29-2009



EXHIBIT 10j.


AMENDED AND RESTATED

EXECUTIVE CHANGE OF CONTROL AGREEMENT


          This
EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of December 17, 2008, by and between WINNEBAGO INDUSTRIES, INC., an Iowa
corporation (the “Company”), and Robert J. Olson (the “Executive”).


RECITALS:


          WHEREAS, the Executive is a
senior executive and officer of the Company and has made and is expected to
continue to make major contributions to the profitability, growth and financial strength of
the Company;


          WHEREAS, the Company recognizes
that, as is the case for most publicly held companies, the possibility of a Change of Control
(as hereafter defined) exists;


          WHEREAS, it is in the best
interests of the Company, considering the past and future services of the
Executive, to improve the security and climate for objective decision making by
providing for the personal security of the Executive upon a Change of Control.


          WHEREAS, THE Company and the
Executive have previously entered into the Executive Change of Control Agreement dated
January 17, 2001.


          NOW,
THEREFORE, in consideration of the foregoing premises and the past and future services rendered
and to be rendered by the Executive to the Company and of the mutual covenants and agreements hereinafter set
forth, the parties agree to amend and restate the Agreement as follows:


AGREEMENT:


          1. Continued
Service by Executive. In the event a person or entity, in order to
effect a Change of Control, commences a tender or exchange offer, circulates a proxy to
shareholders or takes other steps, the Executive agrees that the Executive will not
voluntarily leave the employ of the Company, and will render faithful
services to the Company consistent with Executive’s position and responsibilities,
until the person or entity has
abandoned or terminated its efforts to effect such Change of Control or until
such Change of Control has occurred.


          2.
Change of Control. For purposes of this Agreement, the term “Change of Control” means the time when (i) any Person becomes an Acquiring
Person, or (ii) individuals who shall qualify as Continuing Directors of the Company shall have ceased for any reason to
constitute at least a majority of the Board of Directors of the Company;
provided however, that in the
case of either clause (i) or (ii) a Change
of Control shall not be deemed to have occurred if the event shall have been
approved prior to the occurrence thereof by a majority of the Continuing
Directors who shall then be members of such Board of Directors, and in the case
of clause (i) a Change of Control shall not be deemed to have occurred upon the
acquisition of stock of the Company by a pension, profit-sharing, stock bonus,
employee stock ownership plan or
other retirement plan intended to be qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended, established by the Company or any
subsidiary of the Company. (In addition, stock held by such a plan shall not be treated as outstanding in determining
ownership percentages for purposes of
this definition.)






          For
the purpose of the foregoing definition of “Change of Control”, the capitalized
terms shall have the following meanings:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 “Continuing
 Director” means (i) any member of the Board of Directors of the Company,
 while such person as a member of the Board, who is not an Affiliate or
 Associate of any Acquiring Person or of any such Acquiring Person’s
 Affiliate or Associate and was a member of the Board prior to the time when such
 Acquiring Person shall have become an Acquiring Person, and (ii) any successor of a
 Continuing Director, while such successor is a member of the Board, who is not an
 Acquiring Person or any Affiliate or Associate of any Acquiring Person or a representative or
 nominee of an Acquiring Person or of any affiliate
 or associate of such Acquiring Person and is recommended or elected to
 succeed the Continuing Director by
 a majority of the Continuing Directors.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 “Acquiring
 Person” means any Person or any individual or group of Affiliates or Associates of such Person who acquires
 beneficial ownership, directly or indirectly, of 20% or more of the outstanding stock of the Company if such
 acquisition occurs in whole or in part following date of that person’s
 agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 “Affiliate”
 means a Person that directly or indirectly through one or more
 intermediaries, controls, or is controlled by, or is under common
 control with, the person specified.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 “Associate”
 means (1) any corporate, partnership, limited liability company, entity or organization (other
 than the Company or a majority-owned subsidiary of the Company) of which such a Person
 is an officer, director, member, or partner or is, directly or indirectly the
 beneficial owner of ten percent (10%) or more of the class of equity securities, (2) any
 trust or fund in which such person has a substantial beneficial interest or as to which such
 person serves as trustee or in a similar fiduciary capacity, (3) any relative or spouse of such person, or any
 relative of such spouse, or (4) any investment company for which such person or any Affiliate of such person serves as
 investment advisor.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 “Person”
 means an individual, corporation, limited liability company, partnership, association, joint stock company, trust,
 unincorporated organization or government or political subdivision thereof.

 



          3.
Termination Following a Change of Control. If a change of Control
shall have occurred while the Executive is still an employee of the Company, and if the
Executive’s employment with the Company is terminated, within three years following such
Change of Control, then the Executive shall be entitled to the compensation and benefits
provided in Section 4, unless such termination is a result of: (a) the Executive’s death;
(b) the Executive’s Disability (as defined in Section 3(a) below); (c) the Executive’s Retirement
(as defined in Section 3(b) below); (d) the Executive’s termination by the Company for Cause (as
defined in Section 3(c) below); or (e) the Executive’s decision to terminate employment other than
for Good Reason (as defined in Section 3(d) below).


                    (a)
Disability. If, as a result of
the Executive’s incapacity due to physical or mental illness, the
Executive shall have been absent from his duties with the Company on a
full-time basis for six months and within 30 days after written notice of termination
is thereafter given by the Company the Executive shall not have returned to the full-time
performance of the Executive’s duties, the Company may terminate the
Executive for “Disability.”


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                         (b) Retirement.
The term “Retirement” as used in this Agreement shall mean termination by the Company or the Executive of the
Executive’s employment based on the Executive having attained the age of 65 or such other age as shall have been
fixed in any arrangement established with
the Executive’s consent with respect to the Executive.


                         (c)
Cause. The Company may terminate the Executive’s employment for
Cause. For
purposes of this Agreement only, the Company shall have “Cause” to terminate
the Executive’s employment hereunder only on the basis of (i) fraud, misappropriation or
embezzlement on the part of the Executive; or (ii) intentional misconduct or gross negligence
on the part of the Executive which has resulted in material harm to the Company. Notwithstanding the
foregoing, the Executive shall not be deemed
to have been terminated for Cause unless and until there shall have been
delivered to the Executive a copy of
a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire
membership of the company’s Board of Directors at a meeting of the Board called
and held for the purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board), finding that in the
good faith opinion of the Board the Executive
was guilty of conduct set forth in the second sentence of this Section 3(c) and
specifying the particulars thereof in detail. Nothing herein shall limit the
right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.


                         (d)
Good Reason. The Executive may terminate the Executive’s
employment for Good Reason at any time during the term of this Agreement. For purposes
of this Agreement “Good Reason” shall mean any of the following (without the
Executive’s express written consent):


	
  

 	
  

 
	
  

 	
               (i)
 the assignment to the Executive by the Company of duties inconsistent with
 the Executive’s position, duties, responsibilities and status with the
 Company immediately
 prior to a Change in Control of the Company, or a change in the Executive’s titles or offices as in effect
 immediately prior to a Change in Control of the Company, or any removal of the Executive from or any failure to
 re-elect the Executive to any of
 such positions, except in connection with the termination of his employment
 for Disability, Retirement or Cause or as a result of the Executive’s death or by the Executive other than for good
 Reason;

 
	
  

 	
  

 
	
  

 	
               (ii)
 a reduction by the Company in the Executive’s base salary as in effect on the date hereof or
 as the same may be increased from time to time during the term of this
 Agreement or the Company’s failure to increase (within 12 months of the
 Executive’s last increase in base salary) the Executive’s base salary after a
 Change in Control
 of the Company in an amount which at least equals, on a percentage basis, the average percentage
 increase in base salary for all officers of the company effected in the
 preceding 12 months.

 
	
  

 	
  

 
	
  

 	
               (iii)
 any failure by the Company to continue in effect any benefit plan or arrangement (including,
 without limitation, the Company’s 401(K) plan, nonqualified deferred compensation plan, profit
 sharing plan, group life insurance plan, and medical, dental, accident and
 disability plans) in which the Executive is participating at the time of a Change of
 Control (or any other plans providing the Executive with substantially similar benefits)
 (hereinafter referred to as “Benefit Plans”), or the taking of any action by the
 Company which would adversely affect the Executive’s participation in or
 materially reduce the Executive’s benefits under any such Benefit Plan
 or deprive the Executive of any material fringe benefit enjoyed by the Executive at
 the time of a Change in Control of the Company;

 


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           (iv)
 any failure by the Company to continue in effect any incentive plan or arrangement
 (including, without limitation, the Company’s Officers Incentive Compensation Plan,
 Officers Long-Term Incentive Plan, bonus and contingent bonus arrangements and
 credits and the right to receive performance awards and similar incentive compensation
 benefits) in which the Executive is participating at the time of a Change of
 Control (or any other plans or arrangements providing him with substantially similar
 benefits) (hereinafter referred to as “Incentive Plans”) or the taking of any action
 by the Company which would adversely affect the Executive’s participation in any
 such Incentive Plan or materially reduce the Executive’s benefits under any such Incentive Plan by reducing
 such benefits, when expressed as a percentage
 of his base salary, by more than 10 percentage points in any fiscal year as
 compared to the immediately preceding fiscal year;

 
	
  

 	
  

 
	
  

 	
           (v)
 any failure by the Company to continue in effect any plan or arrangement to receive
 securities of the Company in which the Executive is participating at the
 time of a Change of Control (or plans or arrangements providing him with
 substantially similar benefits) (hereinafter referred to as “Securities
 Plans”) or the taking of any
 action by the Company which would adversely affect the Executive’s participation in or materially
 reduce the Executive’s benefits under any such Securities Plan;

 
	
  

 	
  

 
	
  

 	
           (vi)
 a relocation of the Company’s principal executive offices to a location
 outside of Forest City, Iowa, or the Executive’s relocation to any place
 other than the location at which the Executive performed the
 Executive’s duties prior to a Change in Control of the Company, except for
 required travel by the Executive on the Company’s business to an extent substantially
 consistent with the Executive’s business travel obligations at the time of a Change in
 Control of the Company;

 
	
  

 	
  

 
	
  

 	
           (vii)
 any failure by the Company to provide the Executive with the number of paid vacation days
 to which the Executive is entitled at the time of a Change in Control of the
 Company;

 
	
  

 	
  

 
	
  

 	
           (viii)
 any material breach by the Company of any provision of this Agreement;

 
	
  

 	
  

 
	
  

 	
           (ix)
 any failure by the Company to obtain the assumption of this Agreement by any
 successor or assign of the Company; or

 
	
  

 	
  

 
	
  

 	
           (x)
 any purported termination of the Executive’s employment which is not effected pursuant to
 a Notice of Termination satisfying the requirements of Section 3(e) below.

 



                    (e)
Notice of Termination. Any
termination by the Company pursuant to Section 3(a), (b) or (c) shall be communicated by a Notice of Termination. For
purposes of this Agreement, a “Notice
of Termination” shall mean a written notice which shall indicate those specific
termination provisions in this
Agreement relied upon and which sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provisions so indicated. For purposes of
this Agreement, no such purported termination by the Company shall be effective without such Notice of
Termination.


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                    (f)
Date of Termination. “Date of
Termination” shall mean (a) if this Agreement is terminated by the Company for
Disability, 30 days after Notice of Termination is given to the Executive (provided
that the Executive shall not have returned to the performance of the
Executive’s duties
on a full-time basis during such 30-day period) or (b) if the Executive’s
employment is terminated by the Company for any other reason, the date on which a
Notice of Termination is given; provided that
if within
30 days after any Notice of Termination is given to the Executive by the
Company the Executive notified the Company that a dispute exists concerning the termination,
the Date of Termination shall be the date the dispute is finally determined, whether by
mutual agreement by the parties or upon final judgment, order or decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and
no appeal having been perfected).


          4. Severance Compensation upon Termination of
Employment. If the Company shall terminate the
Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if
the Executive shall terminate
his employment for Good Reason, then the Company shall pay to the Executive as
severance pay in a lump sum, in cash, on the fifth day following the Date of
Termination, an amount equal to three (3)
times the average of the aggregate annual compensation paid to the Executive
during the three (3) fiscal years of
the Company immediately preceding the Change of Control by the Company subject
to United States income taxes (or, such fewer number of fiscal years if the
Executive has not been employed by the Company during each of the preceding
three (3) fiscal years).


          5.
Excise Tax-Additional Payment.


                    (a) Notwithstanding
anything in this Agreement or any written or unwritten policy of the Company to
the contrary, (i) if it shall be determined that any payment or distribution by
the Company to or for the benefit of
the Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement, any
other agreement between the Company and the Executive or otherwise (a “Payment”), would be subject to the excise tax
imposed by section 4999 of the Internal Revenue Code of 1986, as amended, (the “Code”) or any interest or
penalties with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
“Excise Tax”), or (ii) if the
Executive shall otherwise become obligated to pay the Excise Tax in respect of
a Payment, then the Company shall
pay to the Executive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive
of all taxes (including any interest or penalties imposed with respect to such taxes), including
any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon such Payment.


                    (b) All
determinations and computations required to be made under this Section 5, including whether a Gross-Up Payment is required
under clause (ii) of paragraph 5(a) above, and the amount of any Gross-Up Payment, shall be made by
the Company’s regularly engaged independent certified public accountants (the “Accounting Firm”). The Company shall
cause the Accounting Firm to provide detailed supporting calculations both to
the Company and the Executive within 15 business days after such determination or computation is
requested by the Executive. Any initial Gross-Up Payment determined pursuant to this Section 5 shall be
paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm’s determination. A
determination that no Excise Tax is payable by the Executive shall not be valid or binding unless
accompanied by a written opinion of the Accounting Firm to the Executive that the Executive has
substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the
Accounting Firm shall be binding upon the Company and the Executive, except to
the extent the Executive becomes obligated to pay an Excise Tax in respect of a
Payment. In the event that the
Company or the subsidiary exhausts or waives its remedies pursuant to paragraph 5(c) and the Executive thereafter shall
become obligated to make a payment of any Excise Tax,


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and if
the amount thereof shall exceed the amount, if any, of any Excise Tax computed
by the Accounting Firm pursuant to this paragraph 5(b) in respect to which an
initial Gross-Up Payment was made to the Executive, the Accounting Firm shall within 15
days after Notice thereof determine the amount of such excess Excise Tax and
the amount of the additional Gross-Up Payment to the Executive. All expenses
and fees of
the Accounting Firm incurred by reason of this Section 5 shall be paid by the
Company.


                    (c)
The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require
the payment by the Company of a Gross-Up Payment. Such notification
shall be given as soon as practicable but no later than ten business days after
the Executive knows of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on
which it gives such notice to the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive shall:


	
  

 	
  

 
	
  

 	
           (i)
 give the Company any information reasonably requested relating to such claim,

 
	
  

 	
  

 
	
  

 	
           (ii)
 take such action in connection with contesting such claim as the Company
 shall reasonably
 request in writing from time to time, including, without limitation,
 accepting legal representation with
 respect to such claim by an attorney reasonably selected by the Company,

 
	
  

 	
  

 
	
  

 	
           (iii)
 cooperate with the Company in good faith in order effectively to contest such
 claim,
 and

 
	
  

 	
  

 
	
  

 	
           (iv)
 permit the Company to participate in any proceedings relating to such claim;

 



provided, however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and
penalties) incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and penalties
with respect thereto, imposed as a result of such representation and payment of
costs and expenses. Without limitation on the foregoing provisions of this
paragraph 5(c), the Company shall control
all proceedings taken in connection with such contest and, at its sole option,
may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim
and may, at its sole option, either direct the Executive to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or
more appellate courts, as the Company or the subsidiary shall determine; provided, however, that if the Company or
the subsidiary directs the Executive to pay such claim and sue for a refund,
the Company or the subsidiary shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with respect to any imputed income with respect to
such advance; and further provided, that
any extension of the statue of
limitations relating to payment of taxes for the taxable year of the Executive
with respect to which such contested
amount is claimed to be due is limited solely to such contested amount. Furthermore, control of the contest by the
Company shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.


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                    (d)
If, after the receipt by the Executive of an amount advanced by the Company or
the subsidiary
pursuant to paragraph 5(c), the Executive becomes entitled to receive any
refund with respect to such
claim, the Executive shall (subject to compliance with the requirements of
Section 5 by the Company or the subsidiary)
promptly pay to the Company or the subsidiary the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company
or the subsidiary pursuant to paragraph 5(c), a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of thirty days after such
determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such
advance shall off-set, to the extent thereof, the amount of Gross-Up Payment required to be paid.


                    (e)
Both the Company and the Executive acknowledge that no legal right to receive a
Gross-Up
Payment pursuant to this Section 5 shall exist unless and until such time as an
Excise tax has been assessed. The payment of severance benefits pursuant to Section 4
of this Agreement (or the payment of any other benefits under this Agreement)
does not create a legal right on behalf of the Executive to receive a Gross-Up Payment.


          6. No Obligation To Mitigate Damages; No Effect on Other Contractual Rights.


                    (a)
The Executive shall not be required to mitigate damages or the amount of any payment provided for
under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment
provided for under this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer after the Date of Termination, or otherwise.


                    (b)
The provisions of this Agreement, and any payment provided for hereunder, shall
not reduce
any amounts otherwise payable, or in any way diminish the Executive’s existing
rights, or rights which would accrue solely as a result of the passage of time, under any
Benefit Plan, Incentive Plan or Securities Plan, employment agreements or other contract,
plan or arrangement.


          7. Successor to the
Company.


                    (a)
The
Company will require any successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) of all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to the
Executive, expressly, absolutely and unconditionally to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform
it if no such succession or assignment had taken place. Any failure of the Company to obtain such
agreement prior to the effectiveness of any such succession or assignment shall be a material
breach of this Agreement and shall entitle the Executive to terminate the
Executive’s employment for Good Reason. As used in this Agreement, “Company”
shall mean
the Company as hereinbefore defined and any successor or assign to its business
and/or assets as aforesaid which executes and delivers the agreement provided
for in this Section 7 or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.


                    (b)
This
Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees.
If the Executive should die while any amounts are still payable to him
hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive’s devisee, legatee, or other designee
or, if there be no such designee, to the Executive’s estate.


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          8.
No Guaranty of Employment. Nothing in this
Agreement shall be deemed to entitle the Executive to continued employment with
the Company prior to a Change of Control, and the rights of the Company to terminate the
employment of the Executive, prior to a Change of Control, shall continue as fully as if this
Agreement were not in effect.


          9. Notice. For purposes of this
Agreement, notices and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given when delivered
or mailed
by United States registered mail, return receipt registered, postage prepaid,
as follows:


          If
to the Company:


                    Winnebago
Industries, Inc.

                    Attn: General Counsel 

                    605 W. Crystal Lake Road

                    P.O.
Box 152 

                    Forest City, Iowa 50436


          If
to the Executive:


                    Robert
J. Olson 

                    36778
Holtan Lane

                    Forest
City, IA 50436


or
such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.


          10. Miscellaneous. No provisions of this
Agreement may be modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof
have been made by either party which are not set forth expressly in this Agreement. This Agreement shall be governed by
and construed in accordance with the laws of the State of Iowa.


          11. Validity. The invalidity or
unenforceability of any provisions of this Agreement shall not affect the validity or
enforceabiliry of any other provision of this Agreement, which shall remain in
full force
and effect.


          12. Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.


          13. Legal
Fees and Expenses. The Company shall pay all legal fees and expenses which
the Executive
may incur as a result of the Company’s contesting the validity, enforceability
or the Executive’s
interpretation of, or determinations under, this Agreement.


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          14. Confidentiality. The Executive shall
retain in confidence any and all confidential information known to the Executive concerning the
Company and its business so long as such information is not otherwise publicly disclosed.


          15. Section
4Q9A.
This Agreement is intended to satisfy the short-term deferral exception to Internal Revenue code
Section 409A and the regulations thereunder. This Agreement shall be administered
accordingly; and if necessary, amended to ensure satisfaction of the short-term
deferral exception.


          IN WITNESS WHEREOF, the parties have
executed this agreement on the date set out above.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COMPANY:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WINNEBAGO
 INDUSTRIES, INC.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 BY: 

 	
 

 	
	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Raymond M. Beebe

 	
  

 
	
  

 	
  

 	
 Vice President-General Counsel and Secretary

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
	
  

 
	
  

 	
 EXECUTIVE:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 

	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Robert J. Olson

 	
  

 


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