Exhibit
10.1


 


FOUNDERS FOOD & FIRKINS LTD.


 


1997 DIRECTOR STOCK OPTION PLAN


AMENDED AND RESTATED EFFECTIVE SEPTEMBER 26,
2001


 


1.             PURPOSE


 


The purpose of
this Founders Food & Firkins Ltd. 1997 Director Stock Option Plan (the “Plan”)
is to attract and retain the best available individuals to serve as directors
of the Company, to provide additional incentive to such persons and to
encourage continued service by such persons on the Board. 


 


The Company
intends that the options granted hereunder shall not constitute incentive stock
options within the meaning of Section 422 of the Code, as amended.


 


2.             DEFINITIONS


 


As used herein, the following definitions shall apply:


 


(a) “ACT” means the Securities Act of 1933,
as amended.


 


(b) “BOARD” means the Board of Directors of
the Company.


 


(c) “CODE” means the Internal Revenue Code of
1986, as amended, and the rules and regulations promulgated thereunder.


 


(d) “COMMITTEE” means the Committee of the
Board appointed by the Board to administer the Plan pursuant to Section 6.


 


(e) “COMMON STOCK” means the Common Stock,
$.01 par value per share, of the Company.


 


(f) “COMPANY” means Founders Food &
Firkins Ltd., a Minnesota corporation.


 


(g) “CONTINUOUS SERVICE AS A DIRECTOR” means
the absence of any interruption or termination of service as a Director.
Continuous Service as a Director shall not be considered interrupted in the
case of sick leave, military leave or any other leave of absence approved by
the Board or Committee.


 


(h) “DIRECTOR” means a member of the Board.


 


(i) “EMPLOYEE” means any person, including
officers and Directors, employed by the Company or any Parent or Subsidiary of
the Company. The payment of fees to a Director shall not be sufficient in and
of itself to constitute “employment” by the Company.


 


(j) “EXCHANGE ACT” means the Securities
Exchange Act of 1934, as amended.


 


(k) “NON-EMPLOYEE DIRECTOR” means a Director
who is not an Employee, including an officer who is not employed on a full-time
basis by the Company.


 


(l) “OPTION” means a stock option granted
pursuant to the Plan.


 





















 


(m) “OPTIONED STOCK” means the Common Stock
subject to an Option.


 


(n) “OPTIONEE” means a Non-Employee Director
who receives an option.


 


(o) “PARENT” means a “parent corporation,”
whether now or hereafter existing, as defined in Section 424(e) of the Code.


 


(p) “PLAN” means this 1997 Director Stock
Option Plan, as amended and restated effective September 26, 2001.


 


(q) “SHARE” means a share of Common Stock, as
adjusted in accordance with Section 12 of the Plan.


 


(r) “SUBSIDIARY” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended.


 


3.             SHARES SUBJECT TO
THE PLAN


 


Subject to the
provisions of Section 12 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 360,000 shares of Common
Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.


 


If an Option expires or becomes unexercisable for any reason without having
been exercised in full, the unexercised Shares which were subject thereto shall,
unless the Plan has been terminated, become available for future grant under
the Plan. If Shares which were acquired upon exercise of an Option are subsequently
repurchased by the Company, such Shares shall not become available for future
grant under the Plan.


 


4.             AUTOMATIC GRANTS OF
OPTIONS


 


All grants of
Options hereunder shall be automatic and non-discretionary and shall be made
strictly in accordance with the following provisions:


 


(a) No person shall have any discretion to
select which Non-Employee Directors shall be granted Options or to determine
the number of Shares to be covered by Options granted to Non-Employee Directors.


 


(b) Each Non-Employee Director, including
persons who are Non-Employee Directors on the date of adoption of the Plan,
shall be automatically granted an option to purchase 15,000 Shares (the “First Option”)
upon the later to occur of (i) the effective date of the Plan, as determined in
accordance with Section 8 hereof, or (ii) the date on which such person first
becomes a Non-Employee Director, whether through election by the shareholders
of the Company or appointment by the Board to fill a vacancy.


 


(c) After the grant of the First Option, each
Non-Employee Director shall thereafter be automatically granted an Option to purchase
15,000 Shares (each a “Subsequent Option”) on the first and each successive
anniversary of the grant of the First Option.


 


(d) In the event that a grant would cause the
number of Shares subject to outstanding Options to Non-Employee Directors plus
Shares previously purchased upon exercise of Options by Non-Employee Directors to
exceed the maximum aggregate number of Shares which may be optioned and sold
under the Plan, then each such automatic grant shall be for that number of
Shares determined by dividing the total number of Shares remaining available
for grant by the number of Non-Employee Directors on the automatic grant date.
Any further grants shall then be deferred until such time, if any,


 





















 


as additional Shares become available for grant under the Plan through action
of the Company’s shareholders to increase the number of Shares which may be
issued under the Plan or through cancellation or expiration of Options
previously granted hereunder.


 


(e) SHAREHOLDER APPROVAL OF THE PLAN SHALL
ALSO CONSTITUTE SHAREHOLDER APPROVAL OF THE OPTIONS WHICH HAVE BEEN GRANTED TO NON-EMPLOYEE
DIRECTORS PURSUANT TO SECTION 4 HEREOF FROM NOVEMBER 26, 1999, THE DATE THE
PLAN WAS LAST AMENDED AND RESTATED, THROUGH SEPTEMBER 26, 2001, THE DATE OF THE
MOST RECENT AMENDMENT AND RESTATEMENT.


 


5.             OPTION TERMS AND
CONDITIONS


 


The terms and conditions of an Option granted hereunder shall be as follows:


 


(a) the term of each Option shall be five (5)
years, subject to Sections 12, 13 and 14 hereof.


 


(b) the First Option shall become exercisable
in full beginning on the later of (i) the first anniversary of the grant of the
Option, or (ii) twelve (12) months after the date on which the Plan is first
approved by the shareholders of the Company in accordance with Rule 16b-3
promulgated under the Exchange Act and each subsequent Option shall become
exercisable in full beginning on the first anniversary of the grant of such
Option, provided in each case that the Non-Employee Director shall have
maintained Continuous Service as a Director throughout such 12-month period.


 


(c) the Option shall be exercisable only
while the Non-Employee Director serves as a Non-Employee Director of the
Company, and for a period of twelve (12) months after ceasing to be a Non-Employee
Director pursuant to Section 10(b) hereof.


 


(d) the exercise price per Share shall be
100% of the fair market value per Share on the date of grant of the Option, as determined
in accordance with Section 9(a) hereof.


 


6.             ADMINISTRATION


 


(a) ADMINISTRATION. Except as otherwise
required herein, the Plan shall be administered by the Board or a Committee.


 


(b) POWERS OF THE BOARD OR COMMITTEE. Subject
to the provisions and restrictions of the Plan, the Board or Committee shall have
the authority, in its discretion: (i) to determine, upon review of relevant
information and in accordance with Section 9(a) hereof, the fair market value
of the Common Stock; (ii) to interpret the Plan; (iii) subject to Section 14
hereof, to amend or modify the Plan, or to prescribe, amend and rescind rules
and regulations relating to the Plan; (iv) to authorize any person to execute
on behalf of the Company any instrument required to effectuate the grant of an
Option hereunder; and (v) to make all other determinations deemed necessary or
advisable for the administration of the Plan. On a case by case basis, the
Board or Committee, in its sole discretion, may: (i) accelerate the schedule of
the time or times when an Option granted under the Plan may be exercised; and
(ii) extend the duration of any Option granted under the Plan.


 


(c) EFFECT OF BOARD OR COMMITTEE DECISION.
All decisions, determinations and interpretations of the Board or Committee
shall be final and binding on all Optionees and any other holders of any
Options granted under the Plan.


 


(d) SUSPENSION OR TERMINATION OF OPTION. If
the Board or Committee reasonably believes that an Optionee has committed an
act of misconduct, it may suspend the Optionee’s right to exercise any Option pending
a determination by the Board or Committee (excluding the Non-


 





















 


Employee Director accused of such misconduct). If the Board or Committee
(excluding the Non-Employee Director accused of such misconduct) determines
that an Optionee has committed an act of embezzlement, fraud, dishonesty,
nonpayment of an obligation owed to the Company, breach of fiduciary duty or
deliberate disregard of the Company’s rules resulting in loss, damage or injury
to the Company, or if an Optionee makes an unauthorized disclosure of any
Company trade secret or confidential information, engages in any conduct
constituting unfair competition with respect to the Company, or induces any
party to breach a contract with the Company, neither the Optionee nor the Optionee’s
estate shall be entitled to exercise any Option whatsoever. In making such
determination, the Board or Committee (excluding the Non-Employee Director
accused of such misconduct) shall act fairly and shall give the Optionee an
opportunity to appear and present evidence on the Optionee’s behalf at a
hearing before the Board or Committee.


 


(e) DATE OF GRANT OF OPTIONS. The date of
grant of an Option shall, for all purposes, be the date determined in
accordance with Section 4 hereof, notwithstanding the fact that an Optionee may
not have entered into an option agreement with the Company on such date. Notice
of the grant of an Option shall be given to the Optionee within a reasonable
time after the date of such grant.


 


7.             ELIGIBLE
PARTICIPANTS


 


Options may be
granted only to Non-Employee Directors. All options shall be automatically
granted in accordance with the terms set forth in Section 4 hereof. The Plan
shall not confer upon any Optionee any right with respect to continuation of
service as a Director or nomination to serve as a Director, nor shall it
interfere in any way with any rights which a Director or the Company may have
to terminate such Director’s directorship at any time.


 


8.             TERMINATION OF PLAN


 


The effective
date of this Plan is July 29, 1997, the date upon which it was adopted by the
Board. The Plan shall continue in effect for a term of ten (10) years unless
terminated sooner under Section 14 hereof.


 


9.             FAIR MARKET VALUE
AND FORM OF CONSIDERATION


 


(a) FAIR MARKET VALUE. The fair market value
per share shall be determined as of the date of grant of an Option as follows:


 


(i) if the Common Stock of the Company is
listed or admitted to unlisted trading privileges on a national securities
exchange, the fair market value on any given day shall be the closing sale
price for the Common Stock, or if no sale is made on such day, the closing bid
price for such day on such exchange;


 


(ii) if the Common Stock is not listed or
admitted to unlisted trading privileges on a national securities exchange, the
fair market value on any given day shall be the closing sale price for the
Common Stock as reported on the Nasdaq Stock Market on such day, or if no sale
is made on such day, the closing bid price for such day as entered by a market maker
for the Common Stock;


 


(iii) if the Common Stock is not listed on a
national securities exchange, is not admitted to unlisted trading privileges on
any such exchange, and is not eligible for inclusion on the Nasdaq Stock
Market, the fair market value on any given day shall be the average of the
closing representative bid and ask prices as reported by the National Quotation
Bureau, Inc. or, if the Common Stock is not quoted on the National Association
of Securities Dealers Automated Quotations System, then as reported in any
publicly available compilation of the


 





















 


bid and asked prices of the Common Stock in any over-the-counter market
on which the Common Stock is traded; or


 


(iv) if there exists no public trading market
for the Common Stock, the fair market value on any given day shall be an amount
determined in good faith by the Board in such manner as it may reasonably
determine in its discretion, provided that such amount shall not be less than
the book value per share as reasonably determined by the Board as of the date
of determination nor less than the par value of the Common Stock.


 


(b) FORM OF CONSIDERATION. The consideration
to be paid for the Shares to be issued upon exercise of an Option shall consist
entirely of cash or such other form of consideration as the Board or Committee may
determine, in its sole discretion, to be appropriate for payment, including but
not limited to other shares of Common Stock having a fair market value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which the Option is exercised, or any combination of such methods of payment.


 


10.           EXERCISE OF OPTIONS


 


(a) PROCEDURE FOR EXERCISE; RIGHTS AS A
SHAREHOLDER. Any Option granted hereunder shall be exercisable at such times as
are set forth in Section 5 hereof. An Option may not be exercised for a fraction
of a Share.


 


An Option shall be deemed to be exercised
when written notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person entitled to exercise the
Option and full payment for the Shares with respect to which the Option may be exercised
has been received by the Company. Full payment may consist of any consideration
and method of payment allowable under Section 9(b) hereof. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. A certificate for the number of Shares so acquired
shall be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date the certificate is issued, except as provided in
Section 12 hereof.


 


Exercise of an Option in any manner shall
result in a decrease in the number of Shares which thereafter may be available,
both for purposes of the Plan and for sale under the Option, by the number of Shares
as to which the Option was exercised.


 


(b) TERMINATION OF STATUS AS A DIRECTOR. If
an Optionee ceases to serve as a Director, the Optionee may, but only within
twelve (12) months after the date the Optionee ceases to be a Non-Employee
Director of the Company, exercise his or her Option to the extent the Optionee was
entitled to exercise it at the date of such termination. To the extent that the
Optionee was not entitled to exercise an Option at the date of such
termination, or if the Optionee does not exercise such Option within the time
specified herein, the Option shall terminate.


 


(c) DEATH OF OPTIONEE. In the event of the
death of an Optionee occurring:


 


(i) during the term of the Option, and provided
that the Optionee was at the time of death a Director of the Company and had
been in Continuous Service as a Director since the date of grant of the Option,
the Option may be exercised, at any time within twelve (12) months following
the date of death, by the Optionee’s estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
of the right to


 





















 


exercise that would have accrued had the Optionee continued living and
remained in Continuous Service a Director for twelve (12) months after the date
of death; or


 


(ii) within thirty (30) days after the
termination of Continuous Service as a Director, the Option may be exercised, at
any time within six (6) months following the date of death, by the Optionee’s
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that had
accrued at the date of termination of Continuous Service as a Director.


 


11.           TRANSFERABILITY OF OPTIONS


 


Except as
provided by rule adopted by the Committee, (i) no Option may be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent and distribution or pursuant to a qualified domestic
relations order and (ii) an Option may be exercised


during the lifetime of the Optionee only by the Optionee.


 


12.           ADJUSTMENTS UPON
CHANGES IN CAPITALIZATION


 


The number of
Shares of Common Stock covered by each outstanding Option, and the number of Shares
of Common Stock which have been authorized for issuance under the Plan but as
to which Options have not yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option, as well as the price per
Share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding Shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.”
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, or options or rights to purchase
shares of stock of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or


price of shares of Common Stock subject to an Option.


 


13.           CHANGE IN CONTROL
PROVISIONS


 


(a) Notwithstanding any other provision of
the Plan to the contrary, in the event of a Change in Control (as defined in
Section 13(b)), any Options outstanding as of the date such Change in Control is
determined to have occurred and not then exercisable and vested shall become
fully exercisable and vested in the fullest extent of the original grant.


 


(b) For purposes of the Plan, a “Change in
Control” means the happening of any of the following events:


 


(i) The acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act (collectively, a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more
of either (1) the then outstanding shares of Common Stock of the Company or (2)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors; provided,
however, that the following acquisitions shall not constitute a Change in Control:
(A) any acquisition directly from the Company; (B) any acquisition by the
Company; (C) any acquisition by a Person including the participant or with whom
or with which the participant is affiliated; (D) any acquisition by a Person or
Persons, one or more of which is a member of the Board or an


 





















 


officer of the Company or an affiliate of any of the foregoing on the
effective date of the Change in Control, (E) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or (F) any acquisition by any corporation
pursuant to a transaction described in clauses (1), (2) and (3) of paragraph
(iii) of this Section 13(b); or


 


(ii) During any period of twenty-four (24) consecutive
months, individuals who, as of the beginning of such period, constituted the
entire Board cease for any reason to constitute at least a majority of the
Board, unless the election, or nomination for election, by the Company’s shareholders
of each new director was approved by a vote of at least two-thirds (2/3rds) of
the Continuing Directors, as hereinafter defined, in office on the date of such
election or nomination for election for the new director. For purposes hereof, “Continuing
Director” means:


 


(a) any member of the Board at the close of business
on the effective date of the Change in Control; or


 


(b) any member of the Board who succeeded any
Continuing Director described in clause (a) above if such successor’s election,
or nomination for election, by the Company’s shareholders, was approved by a
vote of at least two-thirds (2/3rds) of the Continuing Directors then still in
office. The term “Continuing Director” shall not, however, include any individual
whose initial assumption to office occurs as a result of either an actual or
threatened election contest (as such term is used in Rule 14a-11 of Regulation
14A of the Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a person other than the Board.


 


(iii) Approval by the shareholders of the
Company of a reorganization, merger or consolidation, in each case, unless,
following such reorganization, merger or consolidation, (1) more than sixty
percent (60%) of the then outstanding securities having the right to vote in
the election of directors of the corporation resulting from such reorganization,
merger or consolidation is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the
beneficial owners of the outstanding securities having the right to vote in the
election of Directors of the Company immediately prior to such reorganization,
merger or consolidation, (2) no Person (excluding the Company, any employee
benefit plan (or related trust) of the Company or such corporation resulting
from such reorganization, merger or consolidation and any Person beneficially
owning, immediately prior to such reorganization, merger or consolidation,
directly or indirectly, thirty percent (30%) or more of the then outstanding
securities having the right to vote in the election of Directors of the Company)
beneficially owns, directly or indirectly, thirty percent (30%) or more of the
then outstanding securities having the right to vote in the election of the
directors of the corporation resulting from such reorganization, merger or consolidation,
and (3) at least a majority of the members of the Board of the corporation
resulting from such reorganization, merger or consolidation are Continuing Directors
at the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or


 


(iv) Approval by the shareholders of the
Company of (1) a complete liquidation or dissolution of the Company, or (2) the
sale or other disposition of all or substantially all of the assets of the
Company, other than to a corporation, with respect to which following such sale
or other disposition, (A) more than sixty percent (60%) of the then outstanding
securities having the right to vote in the election of directors of such
corporation is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners of the outstanding securities having the right to vote in the


 





















 


election of Directors of the Company immediately prior to such sale or
other disposition of such outstanding securities, (B) no Person (excluding the
Company and any employee benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately prior to such sale
or other disposition, directly or indirectly, thirty percent (30%) or more of
the outstanding securities having the right to vote in the election of
Directors of the Company) beneficially owns, directly or indirectly, thirty
percent (30%) or more of the then outstanding securities having the right to
vote in the election of directors of such corporation and (C) at least a
majority of the members of the board of directors of such corporation are
Continuing Directors at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of assets of
the Company.


 


14.           AMENDMENT AND
TERMINATION OF THE PLAN


 


The Board may
at any time amend, modify or terminate the Plan as it deems proper and in the
best interests of the Company; provided, however, that no amendment or
modification may provide that an Option may be granted after the


Plan is terminated.


 


If any
amendment to the Plan requires approval by the shareholders of the Company for
continued applicability of Rule 16b-3 promulgated under the Exchange Act, or
for initial or continued listing of the Common Stock or other securities of the
Company upon any stock exchange or NASDAQ, then such amendment shall be
approved by the holders of a majority of the Company’s COMMON STOCK PRESENT IN
PERSON OR REPRESENTED BY PROXY AT THE MEETING DURING WHICH SHAREHOLDER APPROVAL
OF THE AMENDMENT IS SOUGHT.


 


15.           CONDITIONS UPON
ISSUANCE OF SHARES


 


Shares shall
not be issued pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Act, the Exchange Act, the rules and regulations promulgated thereunder, state
securities laws, and the requirements of the NASD or any stock exchange upon
which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such


compliance.


 


As a condition
to the exercise of an Option, the Company may require the person exercising
such Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law. Such Shares may also be issued with appropriate
legends on stock certificates representing such Shares, and the Company may
place stop transfer orders with respect to such Shares.


 


Inability of
the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.


 


16.           RESERVATION OF
SHARES


 


The Company,
during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the
Plan.


 





















 


17.           OPTION AGREEMENT


 


Options shall be evidenced by written option agreements in such form as
the Board or Committee shall approve.


 


18.           INFORMATION TO
OPTIONEES


 


The Company shall provide to each Optionee, during the period for which
such Optionee has one or more Options outstanding, copies of all annual reports
and other information which are provided to all shareholders of the Company.


 





















 


GRANITE CITY FOOD & BREWERY LTD.


 


AMENDMENT NO. 1


TO


1997 DIRECTOR STOCK OPTION PLAN


 


Pursuant to
the amendment authority retained by the Board of Directors of Granite City Food
& Brewery Ltd. (the “Company”) in Section 14 of the Granite City Food &
Brewery Ltd. 1997 Director Stock Option Plan (the “Plan”) adopted June 29,
1997, and subject to shareholder approval of this Amendment No. 1, the first
sentence of Section 3 of the Plan is hereby amended to read as follows:


 


Subject to the
provisions of Section 12 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 590,000 shares of Common
Stock.


 


This Amendment
No. 1 shall be effective as of the date approved by the Company’s
shareholders.  But for this change, the
Plan adopted on June 29, 1997, shall remain in full force and effect.


 


IN WITNESS
WHEREOF, an authorized representative of the Company hereby signs and executes
this Amendment No. 1 as of this 30th day of September, 2004.


 


	
   

  	
  GRANITE CITY
  FOOD & BREWERY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Monica
  A. Underwood

  
	
   

  	
   

  	
  Monica A. Underwood

  
	
   

  	
   

  	
  Interim Chief Financial Officer and

  
	
   

  	
   

  	
  Corporate Controller