Exhibit 10.32


EMPLOYMENT AGREEMENT


THIS
EMPLOYMENT AGREEMENT is made and entered into as of May 9, 2005, by and between
Alliance Imaging, Inc., a Delaware corporation (hereinafter called the “Corporation”),
and Andrew P. Hayek (hereinafter called the “Executive”). For purposes of this
Agreement, employment with the Corporation shall include employment with any of
its affiliated companies.


WITNESSETH THAT:


The
Corporation desires to employ the Executive as President and Chief Operating
Officer (collectively, the “President”), and the Executive desires to
accept such employment;


NOW,
THEREFORE, the Corporation and the Executive, each intending to be legally
bound, hereby mutually covenant and agree as follows:


1.     Employment and Term.


 


(a)     Employment. 
The Corporation shall employ the Executive as the President of the
Corporation, and the Executive shall so serve, for the term set forth in
Paragraph 1(b).


(b)     Term. 
The term of the Executive’s employment under this Agreement shall
commence on the date hereof (the “Effective Time”) and shall end on the second anniversary
of the Effective Time, subject to the extension of such term as hereinafter
provided and subject to earlier termination as provided in Paragraph 8.  The expiration of the term of this Agreement
shall be extended automatically by an additional three months as of the last
day of each quarterly period following the Effective Time unless either party
desires to modify or terminate this Agreement and notifies the other party of
its desire to modify or terminate this Agreement at least 30 days prior to any
such quarterly renewal date.  The period
of employment as provided in this Paragraph 1(b) is sometimes referred to
herein as the “Term”.


2.     Duties.


During
the Term, the Executive shall serve as the President of the Corporation and
have all powers and duties consistent with such position.  The Executive shall devote substantially his
entire time during reasonable business hours (reasonable sick leave and
vacations excepted) and use diligent efforts to fulfill faithfully, responsibly
and to the best of his ability his duties hereunder; provided, however,
that Executive may engage in and devote time to other non-competitive
activities such as serving as an expert witness to the extent that such time
spent is immaterial and does not interfere with Executive’s obligations
hereunder.  During the Term, Executive
shall report to the Chairman and Chief Executive Officer of the
Corporation.  Executive’s duties shall be


 


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performed, initially,
principally at the Corporation’s current offices located in Anaheim,
California, or such other locations agreed upon by the parties.  Notwithstanding, the foregoing, Executive may
be required to travel in the conduct of the Corporation’s business and to
discharge his duties hereunder, provided that the amount and nature of such
travel is reasonably consistent with the amount and nature of travel engaged in
by other executive officers of the Corporation during the twelve-month period
immediately preceding the date of this Agreement.


3.     Salary.


The
Corporation shall pay to the Executive as compensation for his services a
salary of not less than $300,000.00 per year through December 31, 2005, payable
in accordance with the Corporation’s payroll procedures.  From time to time, the Board of Directors of
the Corporation or a committee thereof (the “Board”) will review the Executive’s
performance and compensation, and will consider adjustments thereto.


4.     Bonuses.


 


(a)     Annual. 
For each calendar year during the term of employment, the Executive
shall be eligible to receive a cash bonus based on the Corporation’s
achievement of certain operating and/or financial or other goals established by
the Board in its sole discretion, with an initial annual target bonus amount
(based on the Corporation’s achievement of a reasonable operating budget to be
approved by the Board) equal to 75% (the “Target Bonus”) of the Executive’s
then current annual base salary.  The
bonus plan shall be adopted and administered by the Compensation Committee of
the Board.


5.     Equity Incentive Compensation.


During
the term of employment hereunder the Executive shall be eligible to participate
in the Corporation’s Stock Option Plan in effect as of the date hereof.  Executive shall be entitled to an initial
stock option grant of one million shares.


6.     Other Benefits.


In
addition to the compensation described in Paragraphs 3 through 5, above, the
Executive shall also be entitled to the following:


(a)     Expense Reimbursement.  Executive will be reimbursed all reasonable,
ordinary and necessary business expenses, including expenses for entertainment,
travel and similar items that are approved by the Corporation in accordance
with its regular policy(ies) for business expense reimbursement.  The Corporation will reimburse Executive for
all  expenses upon presentation by
Executive of itemized accounts of such expenditures in accordance and in the
manner and on a form reasonably prescribed by the Corporation.


(b)     Car Allowance.  The Corporation shall pay to the Executive a
monthly automobile allowance (the “Automobile Allowance”) of not less than $600,
to help defray the costs associated with Executive’s acquisition or maintenance
(by lease or otherwise) of an automobile and the related insurance and
maintenance therefor.


 


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(c)     Vacation. 
The Executive shall be entitled to all legal holidays, and three weeks
paid vacation per annum, in accordance with the Corporation’s current policies.


(d)     Insurance and Benefits.  The Executive and his “dependents,” to the
extent eligible thereunder, shall be entitled to participate in all employee
and executive benefit plans, programs and policies currently available to other
Corporation employees of comparable status, title and experience, as well as
any plans, programs and policies adopted by the Corporation during the Term of
this Agreement.


(e)     Participation in Other Benefit Plans.  In addition to the foregoing, the Executive
shall be entitled to participate in all of the other various retirement,
welfare, fringe benefit, executive perquisite, and expense reimbursement plans,
programs and arrangements of the Corporation to the same extent that employees
generally of the Corporation are eligible for participation under the terms of
such plans, programs and arrangements.


7.     Confidentiality.


In
view of the fact that Executive’s work as an executive of the Corporation will
bring Executive into close contact with many confidential affairs of the
Corporation, including matters of a business nature, such as information about
customers (including pricing information), costs, profits, markets, sales,
strategic plans for future development and any other information not readily
available to the public, Executive hereby agrees:


(a)     To keep secret all confidential matters of
the Corporation (including without limitation such matters which the
Corporation notifies Executive are confidential) learned prior to the date of
this Agreement and in the course of Executive’s employment hereunder, and not
to disclose them to anyone outside of the Corporation, either during or after
Executive’s employment with the Corporation, or both, until such time as the
Corporation gives its written consent to such disclosure;


(b)     To deliver promptly to the Corporation on
termination of Executive’s employment by the Corporation or at any other time
the Corporation may so request, all memoranda, notes, records, reports and
other documents (and all copies thereof) relating to the Corporation’s business
which Executive may then possess or have under Executive’s control; and


(c)     That violation of this Paragraph 7 would
cause the Corporation irreparable damage for which the Corporation cannot be
reasonably compensated in damages in an action at law, and therefore in the
event of any breach or threatened breach by Executive of this Paragraph 7, the
Corporation shall be entitled to make application to a court of competent
jurisdiction for equitable relief by way of injunction or otherwise (without
being required to post a bond).  This
provision shall not, however, be construed as a waiver of any of the rights
which the Corporation may have for damages under this Agreement or otherwise,
and all of the Corporation’s rights and remedies shall be unrestricted and
cumulative.


 


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(d)     For purpose of this Paragraph 7, the term
Corporation shall include Alliance Imaging, Inc., its subsidiaries and its
affiliates.


(e)     The foregoing provisions of this Section 7
shall not apply to information that (i) is not unique to the Corporation, (ii)
is generally known to the industry or the public (other than as a result of
Executive’s breach of this covenant), (iii) was known by Executive prior to his
becoming employed by the Corporation, or (iii) is subsequently obtained by
Executive other than in the course of performing duties for the Corporation.


8.     Termination.


Unless
earlier terminated in accordance with the following provisions of this
Paragraph 8, the Corporation shall continue to employ the Executive and the
Executive shall remain employed by the Corporation during the entire Term.  Paragraph 9 hereof sets forth certain
obligations of the Corporation in the event that the Executive’s employment
hereunder is terminated.  Certain
capitalized terms used in this Paragraph 8, Paragraph 9 and Paragraph 10 hereof
are defined in Paragraph 8(d), below.


(a)     Death or Disability.  Except to the extent otherwise provided in
Paragraph 9 with respect to certain post-Date of Termination payment
obligations of the Corporation, this Agreement shall terminate immediately as
of the Date of Termination in the event of the Executive’s death or in the
event that the Executive becomes disabled. 
The Executive will be deemed to be disabled upon the earlier of (i) the
end of a six (6) consecutive month period during which, by reason of physical
or mental injury or disease, the Executive has been unable to perform
substantially all of his usual and customary duties under this Agreement or
(ii) the date that a reputable physician selected by the Board, and as to whom
the Executive has no reasonable objection, determines in writing that the
Executive will, by reason of physical or mental injury or disease, be unable to
perform substantially all of the Executive’s usual and customary duties under
this Agreement for a period of at least six (6) consecutive months.  If any question arises as to whether the
Executive is disabled, upon reasonable request therefor by the Board, the
Executive shall submit to reasonable medical examination for the purpose of
determining the existence, nature and extent of any such disability.  In accordance with Paragraph 14, the Board
shall promptly give the Executive written notice of any such determination of
the Executive’s disability and of any decision of the Board to terminate the
Executive’s employment by reason thereof.


(b)     Discharge for Cause.  In accordance with the procedures hereinafter
set forth, the Board may discharge the Executive from his employment hereunder
for Cause. Except to the extent otherwise provided in Paragraph 9 with respect
to certain post-Date of Termination obligations of the Corporation, this
Agreement shall terminate immediately as of the Date of Termination in the
event the Executive is discharged for Cause. 
Any discharge of the Executive for Cause shall be communicated by a
Notice of Termination to the Executive given in accordance with Paragraph 14 of
this Agreement.  For purposes of this
Agreement, a “Notice of Termination” means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon and (ii) if
the Date of Termination is to be other than the date of receipt of such notice,
specifies the termination


 


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date (which date shall in all events be within fifteen
(15) days after the giving of such notice). In the case of a discharge of the
Executive for Cause, the Notice of Termination shall include a copy of a
resolution duly adopted by the Board at a meeting called and held for such
purpose authorizing such action. No purported termination of the Executive’s
employment for Cause shall be effective without a Notice of Termination.


(c)     Termination for Other Reasons.  The Corporation may discharge the Executive
without Cause by giving written notice to the Executive in accordance with
Paragraph 14 at least thirty (30) days prior to the Date of Termination. The
Executive may resign from his employment by giving written notice to the
Corporation in accordance with Paragraph 14 at least thirty (30) days prior to
the Date of Termination. Except to the extent otherwise provided in Paragraph 9
with respect to certain post-Date of Termination obligations of the
Corporation, this Agreement shall terminate immediately as of the Date of
Termination in the event the Executive is discharged without Cause or resigns.


(d)     Definitions.  For purposes of this Agreement, the following
capitalized terms shall have the meanings set forth below:


(i)     “Accrued Obligations” shall mean, as of the Date of
Termination, the sum of (A) the Executive’s base salary under Paragraph 3
through the Date of Termination to the extent not theretofore paid, (B) the
amount of any bonus, incentive compensation, deferred compensation and other
cash compensation earned by the Executive under the terms and conditions of the
applicable bonus plan, incentive compensation plan and/or deferred compensation
plan as of the Date of Termination to the extent not theretofore paid and (C)
any vacation pay, expense reimbursements and other cash entitlements accrued by
the Executive as of the Date of Termination to the extent not theretofore paid.


(ii)  “Cause” means that any of the following has occurred
with respect to Executive:  (A) Executive
has been convicted of a felony (other than a motor vehicle moving violation);
(B) Executive has been convicted of stealing funds or property from the
Corporation or otherwise engaged in fraudulent conduct against the Corporation;
(C) Executive has engaged in knowing and willful misconduct which is materially
injurious to the Corporation; (D) Executive has failed or refused to comply
with the directions of the Board that are reasonably consistent with Executive’s
current executive employee title and the terms of this Agreement, the failure
with which to comply is materially injurious to the Corporation; or (E)
Executive has repeatedly failed or refused to comply with the directions of the
Board that are reasonably consistent with Executive’s current executive
employee title and the terms of this Agreement. Notwithstanding clause (E) of
the preceding sentence, no act or omission by the Executive shall constitute
Cause hereunder unless the Corporation has given detailed written notice
thereof to the Executive, and the Executive has failed to remedy such act or
omission within a reasonable time after receiving such notice.


 


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(iii)     “Date of Termination” 
shall mean (A) in the event of a discharge of the Executive by the Board
for Cause, the date the Executive receives a Notice of Termination, or any
later date specified in such Notice of Termination, as the case may be,  (B) in the event of a discharge of the
Executive without Cause or a resignation by the Executive, the date specified
in the written notice to the Executive (in the case of discharge) or the
Corporation (in the case of resignation), which date shall be no less than
thirty (30) days from the date of such written notice, (C) in the event of the
Executive’s death, the date of the Executive’s death, and (D) in the event of
termination of the Executive’s employment by reason of disability pursuant to
Paragraph 8(a), the date the Executive receives written notice of such
termination (or, if earlier, six (6) months following the date the Executive’s
disability began).


(iv)    “Good Reason” 
shall mean any of the following:


(A)                       the Corporation reduces Executive’s base
salary; or


(B)                         the assignment to the Executive of any
duties inconsistent in any material respect with the Executive’s positions with
the Corporation as set forth in this Agreement (including status, offices,
titles and reporting requirements), authority, duties or responsibilities as
contemplated by Paragraph 2; or


(C)                         any material failure by the Corporation
to comply with any of the provisions of this Agreement, which is not remedied
within 15 days after notice thereof from the Executive.


(D)                        the Corporation requires Executive to
change the location of his principal office or offices in a manner inconsistent
with Paragraph 2 hereof;


(E)                          the Corporation or the Board shall notify
the Executive that it does not want to renew the Term pursuant to Paragraph
1(b); or


(F)                          the Corporation otherwise subjects
Executive to abusive, critical or adversarial conditions such that there is a material
worsening of the general quality of Executive’s job conditions immediately
prior to such change.


9.     Obligations of the Corporation Upon Termination.


The
following provisions describe the obligations of the Corporation to the
Executive under this Agreement upon termination of his employment.


(a)     Death, Disability, Discharge for Cause, or
Resignation Without Good Reason.  In the
event this Agreement terminates pursuant to Paragraph 8(a) by reason of the
death or disability of the Executive, or pursuant to Paragraph 8(b) by reason
of the discharge of


 


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the
Executive by the Corporation for Cause, or pursuant to Paragraph 8(c) by reason
of the resignation of the Executive other than for Good Reason, the Corporation
shall pay to the Executive, or his heirs or estate, in the event of the
Executive’s death, all Accrued Obligations in a lump sum in cash within thirty
(30) days after the Date of Termination; provided further that in the event
this Agreement terminates pursuant to Paragraph 8(a) by reason of the
disability of the Executive, the Corporation shall continue to provide to the
Executive, for a period of twenty-four (24) months from the commencement of
such disability, all health benefits at least equal to those which would have
been provided to Executive in accordance with the plans, programs and
arrangements referred to in Paragraph 6(d) and (e) of this Agreement, in
addition to any other benefits or payments to which Executive is entitled
hereunder or otherwise.


(b)     Discharge Without Cause or Resignation with
Good Reason.  In the event that this
Agreement terminates pursuant to Paragraph 8(c) by reason of the discharge of
the Executive by the Corporation other than for Cause, death or disability or
by reason of the resignation of the Executive for Good Reason (any such
termination, a “Severance”):


(i)     The Corporation shall pay all Accrued Obligations to
the Executive in a lump sum in cash within thirty (30) days after the Date of
Termination;


(ii)  For a period equal to two years, the Corporation shall
continue to provide benefits to the Executive and/or the Executive’s dependents
at least equal to those which would have been provided to them in accordance
with the plans, programs and arrangements referred to in Paragraph 6(d) and (e)
of this Agreement; and


(iii)     The Corporation shall, at its sole expense, provide
the Executive with outplacement services the scope and provider of which shall
be mutually agreed upon by the Executive and the Corporation.


10.                       DEFRA Limitation.


 


(a)     Notwithstanding anything in this Agreement
to the contrary, in the event that the provisions of the Deficit Reduction Act
of 1984 (“DEFRA”) relating to “excess parachute payments” shall be applicable
to any payment or benefit received or to be received by Executive in connection
with a termination of the Executive’s employment with the Corporation, then the
total amount of payments or benefits payable to Executive which are deemed to
constitute parachute payments shall be reduced to the largest amount such that
provisions of DEFRA relating to “excess parachute payment” shall no longer be
applicable. Should such a reduction be required, the Executive shall determine,
in the exercise of his sole discretion, which payment or benefit to reduce,
extend or eliminate. Pending such determination, the Corporation shall continue
to make all other required payments to Executive at the time and in the manner
provided herein and shall pay the largest portion of any parachute payments
such that the provisions of DEFRA relating to “excess parachute payments” shall
no longer be applicable.


 


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(b)     Recharacterization of Payments.  Due to the complexity in the application of
Section 280(G) of the Internal Revenue Code of 1986, as amended (the “Code”) it
is possible that payments made or benefits received hereunder should not have
been made under Paragraph 10(a) (an “Overpayment”). In the event that it is
determined in writing by the Corporation’s outside auditors in their reasonable
good faith judgment or by any court of competent jurisdiction that an
Overpayment has been made resulting in an “Excess Parachute Payment” as defined
in Section 280G(b)(1) of the Code, then any such Overpayment shall be treated
for all purposes as an unsecured, long-term loan from the Corporation to the
Executive, his personal representative, his successors or assigns, as the case
may be, that is payable, together with accrued interest from the date of the
making of the Overpayment at the rate of 8% per annum on the later to occur of
the third anniversary of the payment of such Overpayment, or 6 months following
the date upon which it is determined an Overpayment was made. Should it be
determined that such an Overpayment has been made, the Executive shall
determine, in the exercise of his sole discretion, which payments or benefits
shall be deemed to constitute the Overpayment.


11.                       No Set-Off or Mitigation.


The
Corporation’s obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action
which the Corporation may have against the Executive or others.  In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and such amounts shall not be reduced whether or not the Executive obtains
other employment.


12.                       Payment of Certain Expenses.


The
losing party in any suit or proceeding to enforce this Agreement shall
reimburse the prevailing party for all reasonable costs and expenses incurred
in connection with such suit or proceeding.


13.                       Binding Effect.


This
Agreement shall be binding upon and inure to the benefit of the heirs and
representatives of the Executive and the successors and assigns of the
Corporation.  The Corporation shall
require any successor (whether direct or indirect, by purchase, merger,
reorganization, consolidation, acquisition of property or stock, liquidation,
or otherwise) to all or a substantial portion of its assets, by agreement in
form and substance reasonably satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform this Agreement if no
such succession had taken place. Regardless of whether such an agreement is
executed, this Agreement shall be binding upon any successor of the Corporation
in accordance with the operation of law, and such successor shall be deemed the
“Corporation” for purposes of this Agreement.


 


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14.                       Notices.


All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand or
mailed within the continental United States by first class certified mail,
return receipt requested, postage prepaid, addressed as follows:


(a)     If to the Board or the Corporation, to:


Alliance Imaging, Inc.


1900 S. State College
Blvd., Ste. 600


Anaheim, CA  92806


Attention:  General Counsel


Facsimile:  (714) 688-3377


 


(b)     If to the Executive, to:


Mr. Andrew P. Hayek


2823 Player Lane


Tustin, CA  92782


 


Such addresses may be changed by written notice sent to the other party
at the last recorded address of that party.


 


15.                       Indemnification.


The
Corporation agrees to indemnify the Executive to the fullest extent permitted
by law for his services to, or on behalf of the Corporation, as an Executive
hereunder, as a director (as applicable) and in any and every other capacity in
which he may serve the Corporation or its interests. In furtherance of such
agreement to indemnify, but not by way of limitation, the terms of the
Corporation’s certificate of incorporation and by-laws providing for such
indemnification and payment of expenses, as in effect on the date hereof, are
hereby incorporated by reference as if fully stated herein.  For the purpose of this Agreement, any
amendment to said certificate of incorporation or by-laws shall not be
effective to reduce, qualify or otherwise limit the scope, benefit or
enforceability of this provision; provided, however, if any such amendment
extends or improves the scope, benefit or enforceability of the indemnification
and payment of expenses contained in such certificate of incorporation or
by-laws for any officer, director, employee or agent, such extended or improved
provisions shall be deemed to be incorporated by reference herein for the
benefit of the Executive without any further action by the Corporation or the
Executive.


The
indemnification provided in this Section 15 shall include, without limitation,
all legal fees and expenses that may be incurred by Executive (whether during


 


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the term of his
employment hereunder or following the termination of this Agreement) to the
extent that such legal fees and expenses relate to any claim or other cause of
action in respect of the Corporation or Executive’s services to, or on behalf
of, the Corporation as Executive hereunder, as a director (as applicable), and
in any and every other capacity in which he may serve the Corporation or its
interests.


16.                       Tax Withholding.


The Corporation shall provide for the withholding of
any taxes required to be withheld by federal, state, or local law with respect
to any payment in cash, shares of stock and/or other property made by or on
behalf of the Corporation to or for the benefit of the Executive under this
Agreement or otherwise.  The Corporation
may, at its option: (a) withhold such taxes from any cash payments owing from
the Corporation to the Executive, (b) require the Executive to pay to the
Corporation in cash such amount as may be required to satisfy such withholding
obligations and/or (c) make other satisfactory arrangements with the Executive
to satisfy such withholding obligations.


17.                       Arbitration.


Except as to any controversy or claim which the
Executive elects, by written notice to the Corporation, to have adjudicated by
a court of competent jurisdiction, any controversy or claim arising out of or
relating to this Agreement or the breach hereof shall be settled by arbitration
in Los Angeles, California in accordance with the laws of the State of
California.  The arbitration shall be
conducted in accordance with the rules of the American Arbitration
Association.  The costs and expenses of
the arbitrator(s) shall be borne by the Corporation. The award of the
arbitrator(s) shall be binding upon the parties. Judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction.


18.                       No Assignment.


Except
as otherwise expressly provided herein, this Agreement is not assignable by any
party and no payment to be made hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or other charge.


19.                       Execution in Counterparts.


This
Agreement may be executed by the parties hereto in two (2) or more counterparts,
each of which shall be deemed to be an original, but all such counterparts
shall constitute one and the same instrument, and all signatures need not
appear on any one counterpart.


20.                       Jurisdiction and Governing Law.


Except
as provided in Paragraph 17, jurisdiction over disputes with regard to this
Agreement shall be exclusively in the courts of the State of California, and
this Agreement shall be construed and interpreted in accordance with and
governed by the laws of the State of California, other than the conflict of
laws provisions of such laws.


 


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21.                       Severability.


If
any provision of this Agreement shall be adjudged by any court of competent
jurisdiction to be invalid or unenforceable for any reason, such judgment shall
not affect, impair or invalidate the remainder of this Agreement.  Furthermore, if the scope of any restriction
or requirement contained in this Agreement is too broad to permit enforcement
of such restriction or requirement to its full extent, then such restriction or
requirement shall be enforced to the maximum extent permitted by law, and the
Executive consents and agrees that any court of competent jurisdiction may so
modify such scope in any proceeding brought to enforce such restriction or
requirement.


22.                       Prior Understandings.


This
Agreement and that certain Letter Agreement by and between the Corporation and
Executive dated even date herewith embodies the entire understanding of the
parties hereto and, upon its effectiveness, will supersede all other oral or
written agreements or understandings between them regarding the subject matter
hereof.  No change, alteration or
modification hereof may be made except in a writing, signed by each of the
parties hereto.  The headings in this
Agreement are for convenience and reference only and shall not be construed as
part of this Agreement or to limit or otherwise affect the meaning hereof.


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


 


	
  Attest:

  	
   

  	
  ALLIANCE IMAGING, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Paul S. Viviano

  	
   

  	
  By:

  	
  /s/ Russell D. Phillips, Jr.

  
	
  Name: Paul S. Viviano

  	
   

  	
  Name:

  	
  Russell D. Phillips, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew P. Hayek

  
	
   

  	
   

  	
  Name:

  	
  Andrew P. Hayek

  
	
   

  	
   

  	
   

  	
  President and 

  Chief Operating Officer

  



 


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