Exhibit 10.37


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of November 2, 2009, between Rafaella Apparel Group, Inc.
(the “Company”) and Lance D. Arneson (the “Executive”) (together, the “Parties”).


 


WHEREAS, the Executive is currently employed by the Company pursuant to
the terms of an employment agreement between the Company and the Executive,
dated as of April 3, 2009 (the “Prior Agreement”);
and


 


WHEREAS, the Company desires to amend and restate the terms of the
Prior Agreement and the Executive wishes to continue his employment with the
Company on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the Parties hereto agree as follows:


 


1.             Term.  This Agreement and the employment
relationship hereunder shall commence on November 2, 2009 (the “Effective Date”) and continue from the
Effective Date until the Executive’s employment terminates in accordance with Section 4.  As used in this Agreement, the “Term” shall refer to the period beginning
on the Effective Date and ending on the date the Executive’s employment
terminates in accordance with Section 4.  In the event that the Executive’s employment
with the Company terminates, the Company’s obligation to continue to pay all
base salary, as adjusted, bonus and other benefits then accrued shall terminate
except as may be provided for in Section 5.


 


2.             Duties and Title.


 


2.1           Title.  The Company shall employ the Executive to
render exclusive and full-time services to the Company and its
subsidiaries.  The Executive shall serve
in the capacity of (a) Chief Financial Officer of the Company, (b) Vice-President of
Verrazano, Inc., the Company’s domestic wholly-owned subsidiary, and
(c) as a director of Rafaella Apparel Far East Limited,  and shall report to the Chief
Executive Officer of the Company (the “CEO”)
or any other executive officer of the Company as may be directed by the CEO or
the Board of Directors of the Company (the “Board”).


 


2.2           Duties.  The Executive will have such authority and
responsibilities and will perform such duties customarily performed by a
vice-president of finance, principal accounting officer and chief financial
officer of a company in similar lines of business as the Company and its
subsidiaries or as may be assigned to the Executive by the CEO.  The Executive will devote all his full
working-time and attention to the performance of such duties and to the
promotion of the business and interests of the Company and its subsidiaries; provided,
that the Executive may engage in philanthropic activities and passive
investment activities as long as such activities do 


 





















 


not conflict with or materially interfere with the performance of his
duties, as reasonably determined by the Board.


 


3.             Compensation and
Benefits by the Company.  As
compensation for all services performed by the Executive for the Company and
its subsidiaries, the Company shall provide the Executive the following during
the Term:


 


3.1           Base
Salary.  The Company will pay to the
Executive an annual base salary of $300,000, payable in accordance with the
customary payroll practices of the Company (“Base
Salary”).  The then current
Base Salary shall be reviewed annually.


 


3.2           Bonuses.  The Executive will be eligible to receive an
annual bonus (“Bonus”) based on
annual pre-tax profits under a plan established by the Company.  The Executive’s target bonus shall be fifty
percent (50%) of Base Salary, with the actual amount of each Bonus being
determined as provided under such plan. 
For any partial fiscal years, the Bonus will be prorated based on the
number of days of actual employment during a three hundred and sixty five
(365)-day fiscal year.  The Bonus will be
paid on September 30th of the Company’s immediately subsequent fiscal year
in which the services required for payment have been performed.


 


3.3           Participation
in Employee Benefit Plans.  The
Executive shall be entitled, if and to the extent eligible, to participate in
all of the applicable benefit plans of the Company that are available to other
senior executives of the Company, on terms which are at least as favorable as
the terms for other senior executives. 
The Company may at any time or from time to time amend, modify, suspend
or terminate any employee benefit plan, program or arrangement for any reason
without the Executive’s consent if such amendment, modification, suspension or
termination is consistent with the amendment, modification, suspension or
termination for other executives of the Company.


 


3.4           Vacation.  The Executive shall be entitled to a paid
vacation schedule on terms at least as favorable as for other executives of the
Company; provided, however that such vacation shall be a minimum of
three (3) weeks of paid vacation annually. 
Vacation carry-over policy shall be the same terms as those enforced for
other executives of the Company.


 


3.5           Expense
Reimbursement.  The Executive shall
be entitled to receive reimbursement for all appropriate business expenses incurred
by him in connection with his duties under this Agreement in accordance with
the policies of the Company as in effect from time to time.


 


3.6           Equity
Grant.  The Executive shall be
eligible to participate in the Company’s Equity Incentive Plan (the “Equity Incentive Plan”).  The Executive shall receive an equity grant
to be determined by the Board subsequent to the execution hereof.  The equity award shall be subject to the
terms and conditions of the Equity Incentive Plan and the Company’s customary
documentation with respect thereto.


 


4.             Termination of
Employment.


 


4.1           Due
to Death of the Executive.  The
Executive’s employment shall terminate immediately upon his death.


 


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4.2           Due
to Disability of the Executive.  The
Executive’s employment shall terminate upon the Executive’s “Disability.”  For the purposes of this Agreement, “Disability” means a determination by the
Company in accordance with applicable law that as a result of a physical or
mental injury or illness, the Executive is unable to perform the essential
functions of his job with or without reasonable accommodation for a period of
ninety (90) consecutive days in any three hundred and sixty (360)-day period.


 


4.3           By
the Company.  The Company may
terminate the Executive’s employment at any time during the Term with or
without “Cause,” upon written notice by the Company to the Executive, and the
Executive’s employment will terminate on the date specified in such written
notice.


 


For the
purposes of this Agreement, “Cause” means
(i) commission of a felony by the Executive or embezzlement from the
Company; (ii) other acts of dishonesty by the Executive resulting or
intending to result in personal gain or enrichment at the expense of the
Company or its subsidiaries; (iii) the Executive’s material breach of his
obligations under this Agreement; (iv) conduct by the Executive in
connection with his duties hereunder that is fraudulent, unlawful or grossly
negligent, including, but not limited to, acts of discrimination;
(v) engaging in personal conduct by the Executive (including but not
limited to employee harassment or discrimination, the use or possession at work
of any illegal controlled substance) which seriously discredits or damages the
Company or its subsidiaries; (vi) contravention of specific lawful
direction from the CEO (or from any other executive officer of the Company to
who the Executive reports) or continuing inattention to or continuing failure
to adequately perform the duties to be performed by the Executive under the
terms of Section 2.2; or (vii) breach of the Executive’s
covenants set forth in Section 6 below before termination of
employment; provided, that solely with respect to sub-clauses
(iii) and (vi) immediately preceding, the Executive shall have
fifteen (15) days after notice from the Company to cure the deficiency (if such
deficiency is curable) leading to any such determination of Cause.  A termination for “Cause” shall be effective
immediately (or on such other date set forth by the Company).


 


4.4           By
the Executive.  The Executive may
terminate his employment with the Company at any time during the Term for any
reason, upon thirty (30) days written notice by the Executive to the Company.


 


4.5           Automatic
Termination of Other Positions.  Upon
the Executive no longer being employed by the Company for any reason
whatsoever, the Executive shall automatically be deemed to have resigned as an
officer and director of all subsidiaries of the Company without any further
action being required by the Executive, the Company or any subsidiary of the
Company.


 


5.             Severance
Payment.


 


5.1           By
the Company for Cause or by the Executive for any reason or Due to Death or
Disability.  If: (i) the
Executive’s employment terminates due to his death; (ii) the Company
terminates the Executive’s employment with the Company for Cause;
(iii) the Company terminates the Executive’s employment with the Company
due to the Executive’s Disability; or 


 


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(iv) the Executive terminates his employment for any reason, then
the Executive or the Executive’s legal representatives (as appropriate), shall
be entitled to receive the following:


 


(a)           the
Executive’s accrued but unpaid Base Salary, if any, to the date of termination,
payable within thirty (30) days after the termination of the Executive’s
employment;


 


(b)           the
unpaid portion of the Bonus, if any, relating to the fiscal year immediately
prior to the fiscal year of the Executive’s death, Disability, resignation or
termination by the Company for Cause payable in accordance with Section 3.2;


 


(c)           expenses
reimbursable under Section 3.5 incurred but not yet reimbursed to
the Executive to the date of termination, payable within thirty (30) days after
the termination of the Executive’s employment; and


 


(d)           any
rights the Executive may have under the Company’s benefit plans and the
Consolidated Omnibus Budget Reconciliation Act.


 


5.2           By
the Company Without Cause.  If during
the Term the Company terminates the Executive’s employment without Cause (which
may be done at any time without prior notice), then, in addition to the
payments upon termination specified in Section 5.1, the Executive
shall receive, upon execution without revocation of a valid release agreement
in a form acceptable to the Company, continued payment of Base Salary for a
period of six (6) months following the date of termination.


 


6.             Restrictions and
Obligations of the Executive.


 


6.1           Confidentiality.


 


(a)           During
the course of the Executive’s service relationship with the Company and its
affiliates, the Executive will  have
access to certain trade secrets and confidential information relating to the
Company and its subsidiaries (the “Protected
Parties”) which is not readily available from sources outside the
Company.  The confidential and
proprietary information and trade secrets of the Protected Parties are among
their most valuable assets, including but not limited to, their customer,
supplier and vendor lists, databases, competitive strategies, computer
programs, frameworks, or models, their marketing programs, their sales,
financial, marketing, training and technical information, their product
development (and proprietary product data) and any other information, whether
communicated orally, electronically, in writing or in other tangible forms
concerning how the Protected Parties create, develop, acquire or maintain their
products and marketing plans, target their potential customers and operate
their retail and other businesses.  The
Protected Parties invested, and continue to invest, considerable amounts of
time and money in their process, technology, know-how, obtaining and developing
the goodwill of their customers, their other external relationships, their data
systems and data bases, and all the information described above (hereinafter
collectively referred to as “Confidential
Information”), and any misappropriation or unauthorized disclosure
of Confidential Information in any form would irreparably harm the Protected
Parties.  The Executive acknowledges that
such Confidential Information constitutes 


 


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valuable, highly confidential, special and
unique property of the Protected Parties. 
The Executive shall hold in a fiduciary capacity for the benefit of the
Protected Parties all Confidential Information relating to the Protected
Parties and their businesses, which shall have been obtained by the Executive
during the Executive’s employment by the Company or its subsidiaries and which
shall not be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).  Except as required by law or an order of a
court or governmental agency with jurisdiction or a subpoena or other legal
process, the Executive shall not, during the period the Executive is employed
by the Company or its subsidiaries or at any time thereafter, disclose any
Confidential Information, directly or indirectly, to any person or entity for
any reason or purpose whatsoever, nor shall the Executive use it in any way,
except in the course of the Executive’s employment with, and for the benefit
of, the Protected Parties or to enforce any rights or defend any claims
hereunder or under any other agreement to which the Executive is a party; provided,
that such disclosure is relevant to the enforcement of such rights or defense
of such claims and is only disclosed in the formal proceedings related
thereto.  The Executive shall take all
reasonable steps to safeguard the Confidential Information and to protect it
against disclosure, misuse, espionage, loss and theft.  The Executive understands and agrees that the
Executive shall acquire no rights to any such Confidential Information.


 


(b)           All
files, records, documents, drawings, specifications, data, computer programs,
evaluation mechanisms and analytics and similar items relating thereto or to
the Business (for the purposes of this Agreement, “Business”
shall be as defined in Section 6.3), as well as all customer lists,
specific customer information, compilations of product research and marketing
techniques of the Company and its subsidiaries, whether prepared by the
Executive or otherwise coming into the Executive’s possession, shall remain the
exclusive property of the Company and its subsidiaries, and the Executive shall
not remove any such items from the premises of the Company and its
subsidiaries, except in furtherance of the Executive’s duties under any
employment agreement.


 


(c)           It
is understood that while employed by the Company or its subsidiaries, the
Executive will promptly disclose to it, and assign to it the Executive’s
interest in any invention, improvement or discovery made or conceived by the
Executive, either alone or jointly with others, which arises out of the
Executive’s employment.  At the Company’s
request and expense, the Executive will assist the Company and its subsidiaries
during the period of the Executive’s employment by the Company or its
subsidiaries and thereafter in connection with any controversy or legal
proceeding relating to such invention, improvement or discovery and in
obtaining domestic and foreign patent or other protection covering the same.


 


(d)           As
requested by the Company and at the Company’s expense, from time to time and
upon the termination of the Executive’s employment with the Company for any
reason, the Executive will promptly deliver to the Company and its subsidiaries
all copies and embodiments, in whatever form, of all Confidential Information
in the Executive’s possession or within his control (including, but not limited
to, memoranda, records, notes, plans, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes,
tapes and all other materials containing any 


 


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Confidential Information) irrespective of the
location or form of such material.  If
requested by the Company, the Executive will provide the Company with written
confirmation that all such materials have been delivered to the Company as provided
herein.


 


6.2           Non-Solicitation
or Hire.  During the Term and for a
period of six (6) months following the termination of the Executive’s
employment for any reason, the Executive shall not, directly or indirectly
(i) solicit or attempt to solicit or induce, directly or indirectly, any
party who is a customer of the Company or its subsidiaries, or who was a
customer of the Company or its subsidiaries at any time during the twelve (12)
month period immediately prior to the date the Executive’s employment
terminates, for the purpose of marketing, selling or providing to any such
party any services or products offered by or available from the Company or its
subsidiaries (or services or products that were contemplated or planned to be
offered by the Company or any of its subsidiaries during the Term of the
Executive’s employment), (b) solicit or attempt to solicit or induce,
directly or indirectly, any supplier to the Company or any subsidiary to
terminate, reduce or alter negatively its relationship with the Company or any
subsidiary or in any manner interfere with any agreement or contract between
the Company or any subsidiary and such supplier, (c) hire, directly or
indirectly, any employee of the Company or any of its subsidiaries or any
person who was an employee of the Company or any of its subsidiaries during the
twelve (12) month period immediately prior to the date the Executive’s
employment terminates, or (d) solicit or attempt to solicit, directly or
indirectly, any person who was an employee of the Company or any of its
subsidiaries or any person who was an employee of the Company or any of its
subsidiaries during the twelve (12) month period immediately prior to the date
the termination of the Executive’s employment, to terminate such employee’s employment
relationship and/or to enter into a similar relationship with the Executive, or
any other person or any other person or entity.


 


6.3           Non-Competition.  During the Term and for a period of six
(6) months following the termination of the Executive’s employment by the
Company (for any reason), the Executive shall not, whether individually, as a
director, manager, member, stockholder, partner, owner, employee, consultant or
agent of any business, or in any other capacity, other than on behalf of the Company
or a subsidiary, organize, establish, own, operate, manage, control, engage in,
participate in, invest in, permit his name to be used by, act as a consultant
or advisor to, render services for (alone or in association with any person,
firm, corporation or business organization), or otherwise assist any person or
entity that engages in or owns, invests in, operates, manages or controls any
venture or enterprise which engages or proposes to engage in the women’s career
and casual separates clothing business in the geographic locations where the
Company and its subsidiaries engage or propose to engage in such business (the
“Business”).  Notwithstanding the foregoing, nothing in
this Agreement shall prevent the Executive from owning for passive investment purposes
not intended to circumvent this Agreement, less than five percent (5%) of the
publicly traded common equity securities of any company engaged in the Business
(so long as the Executive has no power to manage, operate, advise, consult with
or control the competing enterprise and no power, alone or in conjunction with
other affiliated parties, to select a director, manager, general partner, or
similar governing official of the competing enterprise other than in connection
with the normal and customary voting powers afforded the Executive in
connection with any permissible equity ownership).


 


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6.4           Property.  The Executive acknowledges that all originals
and copies of materials, records and documents generated by him or coming into
his possession during his employment by the Company or its subsidiaries are the
sole property of the Company and its subsidiaries (“Company Property”). 
During the Term, and at all times thereafter, the Executive shall not
remove, or cause to be removed, from the premises of the Company or its
subsidiaries, copies of any record, file, memorandum, document, computer
related information or equipment, or any other item relating to the business of
the Company or its subsidiaries, except in furtherance of his duties under this
Agreement.  When the Executive’s
employment with the Company terminates, or upon request of the Company at any
time, the Executive shall promptly deliver to the Company all copies of Company
Property in his possession or control.


 


7.             Nondisparagement.  The Executive agrees that he will not at any
time (whether during or after the Term) publish or communicate to any person or
entity any Disparaging (as defined below) remarks, comments or statements
concerning the Company, Cerberus Capital Management, L.P., their parents,
subsidiaries and affiliates, and their respective present and former members,
partners, directors, officers, shareholders, employees, agents, attorneys,
successors and assigns.  “Disparaging” remarks, comments or
statements are those that impugn the character, honesty, integrity or morality
or business acumen or abilities in connection with any aspect of the operation
of business of the individual or entity being disparaged.


 


8.             Remedies;
Specific Performance.  The Parties
acknowledge and agree that the Executive’s breach or threatened breach of any
of the restrictions set forth in Section 6 and Section 7
will result in irreparable and continuing damage to the Protected Parties for
which there may be no adequate remedy at law and that the Protected Parties
shall be entitled to equitable relief, including specific performance and
injunctive relief as remedies for any such breach or threatened or attempted
breach without the necessity of the posting of a bond or surety therefor.  The Executive hereby consents to the granting
of equitable relief, including but limited to the granting of injunctive relief
(temporary or otherwise) against the Executive or the entry of any other court
order against the Executive prohibiting and enjoining him from violating, or
directing him to comply with any provision of Section 6 or Section 7.  The Executive also agrees that such remedies
shall be in addition to any and all remedies, including damages, available to
the Protected Parties against him for such breaches or threatened or attempted
breaches.  In addition, without limiting
the Protected Parties’ remedies for any breach of any restriction on the
Executive set forth in Section 6 or Section 7, except
as required by law, the Executive shall not be entitled to any payments set
forth in Section 5.2 hereof if the Executive has breached the
covenants applicable to the Executive contained in Section 6 or Section 7,
the Executive will immediately return to the Protected Parties any such
payments previously received under Section 5.2 upon such a breach,
and, in the event of such breach, the Protected Parties will have no obligation
to pay any of the amounts that remain payable by the Company under Section 5.2.


 


9.             Indemnification.
The Company agrees, to the extent permitted by applicable law and its
organizational documents, to indemnify, defend and hold harmless the Executive
from and against any and all losses, suits, actions, causes of action,
judgments, damages, liabilities, penalties, fines, costs or claims of any kind
or nature (“Indemnified Claim”),
including reasonable legal fees and related costs incurred by the Executive in
connection with the preparation for or defense of any Indemnified Claim,
whether or not resulting in any liability, to which the Executive
may become subject or liable or which may be incurred by or assessed 


 


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against the
Executive, relating to or arising out of his employment by the Company or the
services to be performed pursuant to this Agreement; provided, that the
Company shall only defend, but not indemnify or hold the Executive harmless,
from and against an Indemnified Claim in the event there is a final,
non-appealable, determination that the Executive’s liability with respect to
such Indemnified Claim resulted from the Executive’s willful misconduct or
gross negligence. The Company’s obligations under this Section shall be in
addition to any other right, remedy or indemnification which the Executive
may have or be entitled to at common law or otherwise.


 


10.           Other
Provisions.


 


10.1         Notices.  Any notice or other communication required or
which may be given hereunder shall be in writing and shall be delivered
personally, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid or overnight mail and shall be deemed given when
so delivered personally, or sent by facsimile transmission or, if mailed, four
(4) days after the date of mailing or one (1) day after overnight
mail, as follows:


 


(a)           If the Company, to:


 


Rafaella Apparel Group, Inc.


1411 Broadway


New York, New York 10018


Attention:  Secretary


Telephone:  (212) 403-0300


Fax:  (212) 764-9275


 


(b)           If
the Executive, to the Executive’s home address reflected in the Company’s
records.


 


10.2         Entire
Agreement.  This Agreement contains
the entire agreement between the Parties with respect to the subject matter
hereof and supersedes all prior agreements, written or oral, with respect
thereto, including, but not limited to the Prior Agreement.


 


10.3         Representations
and Warranties by the Executive.  The
Executive represents and warrants that he is not a party to or subject to any
restrictive covenants, legal restrictions or other agreements in favor of any
entity or person which would in any way preclude, inhibit, impair or limit the
Executive’s ability to perform his obligations under this Agreement, including,
but not limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements.


 


10.4         Waiver
and Amendments.  This Agreement may
be amended, modified, superseded, canceled, renewed or extended, and the terms
and conditions hereof may be waived, only by a written instrument signed by the
Parties or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any right, power or privilege
hereunder, nor any single or partial exercise of any right, power or 


 


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privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.


 


10.5         Governing
Law, Dispute Resolution and Venue.


 


(a)           This Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to agreements made
and not to be performed entirely within such state, without regard to conflicts
of laws principles.


 


(b)           The parties agree irrevocably to submit to the exclusive
jurisdiction of the federal courts or, if no federal jurisdiction exists, the
state courts, located in the City of New York, Borough of Manhattan, for the
purposes of any suit, action or other proceeding brought by any party arising
out of any breach of any of the provisions of this Agreement and hereby waive,
and agree not to assert by way of motion, as a defense or otherwise, in any
such suit, action, or proceeding, any claim that it is not personally subject to
the jurisdiction of the above-named courts, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper, or that the provisions of this Agreement may not be
enforced in or by such courts.  In
addition, the parties agree to the waiver of a jury trial.


 


10.6         Assignability
by the Company and the Executive. 
This Agreement, and the rights and obligations hereunder, may not be
assigned by the Company or the Executive without written consent signed by the
other party; provided, that the Company may assign this Agreement to any
successor that continues the business of the Company.


 


10.7         Counterparts.  This Agreement may be executed in one or more
original, facsimile or electronic counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument.


 


10.8         Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.


 


10.9         Severability.  If any term, provision, covenant or
restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected or impaired or invalidated.  The
Executive acknowledges that the restrictive covenants contained in Section 6
and Section 7 constitute a condition to the Company’s entry into
this Agreement and are reasonable and valid in temporal scope and in all other
respects.


 


10.10       Judicial
Modification.  If any court
determines that any of the covenants in Section 6 or Section 7,
or any part of any of them, is invalid or unenforceable, the remainder of such
covenants and parts thereof shall not thereby be affected and shall be given
full effect, without regard to the invalid portion.  If any court determines that any of such
covenants, or any part thereof, is invalid or unenforceable because of the
geographic or temporal scope of such 


 


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provision, such court shall reduce such scope to the minimum extent
necessary to make such covenants valid and enforceable.


 


10.11       Tax
Withholding.  The Company or other
payor is authorized to withhold from any benefit provided or payment due
hereunder, the amount of withholding taxes due any federal, state or local
authority in respect of such benefit or payment and to take such other action
as may be necessary in the opinion of the Board to satisfy all obligations for
the payment of such withholding taxes.


 


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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound
hereby, have executed this Amended and Restated Employment Agreement as of the
day and year first above mentioned.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Lance D.
  Arneson

  
	
   

  	
  Lance D.
  Arneson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAFAELLA
  APPAREL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christa Michalaros

  
	
   

  	
   

  	
  Name: Christa Michalaros

  
	
   

  	
   

  	
  Title: Chief Executive Officer