**Exhibit 10.32**

**EMPLOYMENT AGREEMENT**

THISEMPLOYMENT AGREEMENT is made and entered into as of May 9, 2005, by and betweenAlliance Imaging, Inc., a Delaware corporation (hereinafter called the “Corporation”),and Andrew P. Hayek (hereinafter called the “Executive”). For purposes of thisAgreement, employment with the Corporation shall include employment with any ofits affiliated companies.

WITNESSETH THAT:

TheCorporation desires to employ the Executive as President and Chief OperatingOfficer (collectively, the “President”), and the Executive desires toaccept such employment;

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

1.     Employment and Term.

 

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

(b)     Term. The term of the Executive’s employment under this Agreement shallcommence on the date hereof (the “Effective Time”) and shall end on the second anniversaryof the Effective Time, subject to the extension of such term as hereinafterprovided and subject to earlier termination as provided in Paragraph 8.  The expiration of the term of this Agreementshall be extended automatically by an additional three months as of the lastday of each quarterly period following the Effective Time unless either partydesires to modify or terminate this Agreement and notifies the other party ofits desire to modify or terminate this Agreement at least 30 days prior to anysuch quarterly renewal date.  The periodof employment as provided in this Paragraph 1(b) is sometimes referred toherein as the “Term”.

2.     Duties.

Duringthe Term, the Executive shall serve as the President of the Corporation andhave all powers and duties consistent with such position.  The Executive shall devote substantially hisentire time during reasonable business hours (reasonable sick leave andvacations excepted) and use diligent efforts to fulfill faithfully, responsiblyand to the best of his ability his duties hereunder; provided, however,that Executive may engage in and devote time to other non-competitiveactivities such as serving as an expert witness to the extent that such timespent is immaterial and does not interfere with Executive’s obligationshereunder.  During the Term, Executiveshall report to the Chairman and Chief Executive Officer of theCorporation.  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 maybe required to travel in the conduct of the Corporation’s business and todischarge his duties hereunder, provided that the amount and nature of suchtravel is reasonably consistent with the amount and nature of travel engaged inby other executive officers of the Corporation during the twelve-month periodimmediately preceding the date of this Agreement.

3.     Salary.

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

4.     Bonuses.

 

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

5.     Equity Incentive Compensation.

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

6.     Other Benefits.

Inaddition to the compensation described in Paragraphs 3 through 5, above, theExecutive 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 accordancewith its regular policy(ies) for business expense reimbursement.  The Corporation will reimburse Executive forall  expenses upon presentation byExecutive of itemized accounts of such expenditures in accordance and in themanner and on a form reasonably prescribed by the Corporation.

(b)     Car Allowance.  The Corporation shall pay to the Executive amonthly 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 andmaintenance therefor.

 

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

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

(e)     Participation in Other Benefit Plans.  In addition to the foregoing, the Executiveshall 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 employeesgenerally of the Corporation are eligible for participation under the terms ofsuch plans, programs and arrangements.

7.     Confidentiality.

Inview of the fact that Executive’s work as an executive of the Corporation willbring Executive into close contact with many confidential affairs of theCorporation, including matters of a business nature, such as information aboutcustomers (including pricing information), costs, profits, markets, sales,strategic plans for future development and any other information not readilyavailable to the public, Executive hereby agrees:

(a)     To keep secret all confidential matters ofthe Corporation (including without limitation such matters which theCorporation notifies Executive are confidential) learned prior to the date ofthis Agreement and in the course of Executive’s employment hereunder, and notto disclose them to anyone outside of the Corporation, either during or afterExecutive’s employment with the Corporation, or both, until such time as theCorporation gives its written consent to such disclosure;

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

(c)     That violation of this Paragraph 7 wouldcause the Corporation irreparable damage for which the Corporation cannot bereasonably compensated in damages in an action at law, and therefore in theevent of any breach or threatened breach by Executive of this Paragraph 7, theCorporation shall be entitled to make application to a court of competentjurisdiction for equitable relief by way of injunction or otherwise (withoutbeing required to post a bond).  Thisprovision shall not, however, be construed as a waiver of any of the rightswhich the Corporation may have for damages under this Agreement or otherwise,and all of the Corporation’s rights and remedies shall be unrestricted andcumulative.

 

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

(e)     The foregoing provisions of this Section 7shall 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 ofExecutive’s breach of this covenant), (iii) was known by Executive prior to hisbecoming employed by the Corporation, or (iii) is subsequently obtained byExecutive other than in the course of performing duties for the Corporation.

8.     Termination.

Unlessearlier terminated in accordance with the following provisions of thisParagraph 8, the Corporation shall continue to employ the Executive and theExecutive shall remain employed by the Corporation during the entire Term.  Paragraph 9 hereof sets forth certainobligations of the Corporation in the event that the Executive’s employmenthereunder is terminated.  Certaincapitalized terms used in this Paragraph 8, Paragraph 9 and Paragraph 10 hereofare defined in Paragraph 8(d), below.

(a)     Death or Disability.  Except to the extent otherwise provided inParagraph 9 with respect to certain post-Date of Termination paymentobligations of the Corporation, this Agreement shall terminate immediately asof the Date of Termination in the event of the Executive’s death or in theevent that the Executive becomes disabled. The Executive will be deemed to be disabled upon the earlier of (i) theend of a six (6) consecutive month period during which, by reason of physicalor mental injury or disease, the Executive has been unable to performsubstantially 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 whomthe Executive has no reasonable objection, determines in writing that theExecutive will, by reason of physical or mental injury or disease, be unable toperform substantially all of the Executive’s usual and customary duties underthis Agreement for a period of at least six (6) consecutive months.  If any question arises as to whether theExecutive is disabled, upon reasonable request therefor by the Board, theExecutive shall submit to reasonable medical examination for the purpose ofdetermining the existence, nature and extent of any such disability.  In accordance with Paragraph 14, the Boardshall promptly give the Executive written notice of any such determination ofthe Executive’s disability and of any decision of the Board to terminate theExecutive’s employment by reason thereof.

(b)     Discharge for Cause.  In accordance with the procedures hereinafterset forth, the Board may discharge the Executive from his employment hereunderfor Cause. Except to the extent otherwise provided in Paragraph 9 with respectto certain post-Date of Termination obligations of the Corporation, thisAgreement shall terminate immediately as of the Date of Termination in theevent the Executive is discharged for Cause. Any discharge of the Executive for Cause shall be communicated by aNotice of Termination to the Executive given in accordance with Paragraph 14 ofthis Agreement.  For purposes of thisAgreement, a “Notice of Termination” means a written notice which (i) indicatesthe specific termination provision in this Agreement relied upon and (ii) ifthe 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 theExecutive for Cause, the Notice of Termination shall include a copy of aresolution duly adopted by the Board at a meeting called and held for suchpurpose authorizing such action. No purported termination of the Executive’semployment for Cause shall be effective without a Notice of Termination.

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

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

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

(ii)  “Cause” means that any of the following has occurredwith respect to Executive:  (A) Executivehas been convicted of a felony (other than a motor vehicle moving violation);(B) Executive has been convicted of stealing funds or property from theCorporation or otherwise engaged in fraudulent conduct against the Corporation;(C) Executive has engaged in knowing and willful misconduct which is materiallyinjurious to the Corporation; (D) Executive has failed or refused to complywith the directions of the Board that are reasonably consistent with Executive’scurrent executive employee title and the terms of this Agreement, the failurewith which to comply is materially injurious to the Corporation; or (E)Executive has repeatedly failed or refused to comply with the directions of theBoard that are reasonably consistent with Executive’s current executiveemployee title and the terms of this Agreement. Notwithstanding clause (E) ofthe preceding sentence, no act or omission by the Executive shall constituteCause hereunder unless the Corporation has given detailed written noticethereof to the Executive, and the Executive has failed to remedy such act oromission 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 Boardfor Cause, the date the Executive receives a Notice of Termination, or anylater date specified in such Notice of Termination, as the case may be,  (B) in the event of a discharge of theExecutive without Cause or a resignation by the Executive, the date specifiedin the written notice to the Executive (in the case of discharge) or theCorporation (in the case of resignation), which date shall be no less thanthirty (30) days from the date of such written notice, (C) in the event of theExecutive’s death, the date of the Executive’s death, and (D) in the event oftermination of the Executive’s employment by reason of disability pursuant toParagraph 8(a), the date the Executive receives written notice of suchtermination (or, if earlier, six (6) months following the date the Executive’sdisability began).

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

(A)                       the Corporation reduces Executive’s basesalary; or

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

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

(D)                        the Corporation requires Executive tochange the location of his principal office or offices in a manner inconsistentwith Paragraph 2 hereof;

(E)                          the Corporation or the Board shall notifythe Executive that it does not want to renew the Term pursuant to Paragraph1(b); or

(F)                          the Corporation otherwise subjectsExecutive to abusive, critical or adversarial conditions such that there is a materialworsening of the general quality of Executive’s job conditions immediatelyprior to such change.

9.     Obligations of the Corporation Upon Termination.

Thefollowing provisions describe the obligations of the Corporation to theExecutive under this Agreement upon termination of his employment.

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

 

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theExecutive by the Corporation for Cause, or pursuant to Paragraph 8(c) by reasonof the resignation of the Executive other than for Good Reason, the Corporationshall pay to the Executive, or his heirs or estate, in the event of theExecutive’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 eventthis Agreement terminates pursuant to Paragraph 8(a) by reason of thedisability of the Executive, the Corporation shall continue to provide to theExecutive, for a period of twenty-four (24) months from the commencement ofsuch disability, all health benefits at least equal to those which would havebeen provided to Executive in accordance with the plans, programs andarrangements referred to in Paragraph 6(d) and (e) of this Agreement, inaddition to any other benefits or payments to which Executive is entitledhereunder or otherwise.

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

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

(ii)  For a period equal to two years, the Corporation shallcontinue to provide benefits to the Executive and/or the Executive’s dependentsat least equal to those which would have been provided to them in accordancewith 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, providethe Executive with outplacement services the scope and provider of which shallbe mutually agreed upon by the Executive and the Corporation.

10.                       DEFRA Limitation.

 

(a)     Notwithstanding anything in this Agreementto the contrary, in the event that the provisions of the Deficit Reduction Actof 1984 (“DEFRA”) relating to “excess parachute payments” shall be applicableto any payment or benefit received or to be received by Executive in connectionwith a termination of the Executive’s employment with the Corporation, then thetotal amount of payments or benefits payable to Executive which are deemed toconstitute parachute payments shall be reduced to the largest amount such thatprovisions of DEFRA relating to “excess parachute payment” shall no longer beapplicable. 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 continueto make all other required payments to Executive at the time and in the mannerprovided herein and shall pay the largest portion of any parachute paymentssuch that the provisions of DEFRA relating to “excess parachute payments” shallno longer be applicable.

 

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

11.                       No Set-Off or Mitigation.

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

12.                       Payment of Certain Expenses.

Thelosing party in any suit or proceeding to enforce this Agreement shallreimburse the prevailing party for all reasonable costs and expenses incurredin connection with such suit or proceeding.

13.                       Binding Effect.

ThisAgreement shall be binding upon and inure to the benefit of the heirs andrepresentatives of the Executive and the successors and assigns of theCorporation.  The Corporation shallrequire 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 inform and substance reasonably satisfactory to the Executive, expressly toassume and agree to perform this Agreement in the same manner and to the sameextent that the Corporation would be required to perform this Agreement if nosuch succession had taken place. Regardless of whether such an agreement isexecuted, this Agreement shall be binding upon any successor of the Corporationin 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.

Allnotices, requests, demands and other communications hereunder shall be inwriting and shall be deemed to have been duly given if delivered by hand ormailed 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 CollegeBlvd., 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 partyat the last recorded address of that party.

 

15.                       Indemnification.

TheCorporation agrees to indemnify the Executive to the fullest extent permittedby law for his services to, or on behalf of the Corporation, as an Executivehereunder, as a director (as applicable) and in any and every other capacity inwhich he may serve the Corporation or its interests. In furtherance of suchagreement to indemnify, but not by way of limitation, the terms of theCorporation’s certificate of incorporation and by-laws providing for suchindemnification and payment of expenses, as in effect on the date hereof, arehereby incorporated by reference as if fully stated herein.  For the purpose of this Agreement, anyamendment to said certificate of incorporation or by-laws shall not beeffective to reduce, qualify or otherwise limit the scope, benefit orenforceability of this provision; provided, however, if any such amendmentextends or improves the scope, benefit or enforceability of the indemnificationand payment of expenses contained in such certificate of incorporation orby-laws for any officer, director, employee or agent, such extended or improvedprovisions shall be deemed to be incorporated by reference herein for thebenefit of the Executive without any further action by the Corporation or theExecutive.

Theindemnification 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 hisemployment hereunder or following the termination of this Agreement) to theextent that such legal fees and expenses relate to any claim or other cause ofaction in respect of the Corporation or Executive’s services to, or on behalfof, the Corporation as Executive hereunder, as a director (as applicable), andin any and every other capacity in which he may serve the Corporation or itsinterests.

16.                       Tax Withholding.

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

17.                       Arbitration.

Except as to any controversy or claim which theExecutive elects, by written notice to the Corporation, to have adjudicated bya court of competent jurisdiction, any controversy or claim arising out of orrelating to this Agreement or the breach hereof shall be settled by arbitrationin Los Angeles, California in accordance with the laws of the State ofCalifornia.  The arbitration shall beconducted in accordance with the rules of the American ArbitrationAssociation.  The costs and expenses ofthe arbitrator(s) shall be borne by the Corporation. The award of thearbitrator(s) shall be binding upon the parties. Judgment upon the awardrendered by the arbitrator(s) may be entered in any court having jurisdiction.

18.                       No Assignment.

Exceptas otherwise expressly provided herein, this Agreement is not assignable by anyparty 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.

ThisAgreement 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 counterpartsshall constitute one and the same instrument, and all signatures need notappear on any one counterpart.

20.                       Jurisdiction and Governing Law.

Exceptas provided in Paragraph 17, jurisdiction over disputes with regard to thisAgreement shall be exclusively in the courts of the State of California, andthis Agreement shall be construed and interpreted in accordance with andgoverned by the laws of the State of California, other than the conflict oflaws provisions of such laws.

 

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21.                       Severability.

Ifany provision of this Agreement shall be adjudged by any court of competentjurisdiction to be invalid or unenforceable for any reason, such judgment shallnot affect, impair or invalidate the remainder of this Agreement.  Furthermore, if the scope of any restrictionor requirement contained in this Agreement is too broad to permit enforcementof such restriction or requirement to its full extent, then such restriction orrequirement shall be enforced to the maximum extent permitted by law, and theExecutive consents and agrees that any court of competent jurisdiction may somodify such scope in any proceeding brought to enforce such restriction orrequirement.

22.                       Prior Understandings.

ThisAgreement and that certain Letter Agreement by and between the Corporation andExecutive dated even date herewith embodies the entire understanding of theparties hereto and, upon its effectiveness, will supersede all other oral orwritten agreements or understandings between them regarding the subject matterhereof.  No change, alteration ormodification hereof may be made except in a writing, signed by each of theparties hereto.  The headings in thisAgreement are for convenience and reference only and shall not be construed aspart of this Agreement or to limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered thisAgreement 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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