CNX Resources Corp 8-K, filed May 26, 2023
CNX Resources Corp (CNX)
8-K
2023-05-26
For: 2023-05-26
View Original
Added on
April 11, 2026
About this 8-K
CNX Resources Corp filed this 8-K on May 26, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 26, 2023
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code:
(724 ) 485-4000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Excellence Officer
On May 24, 2023, it was determined that Mr. Olayemi Akinkugbe, Chief Excellence Officer (“CXO”) of CNX Resources Corporation (“CNX” or the “Company”), will separate from service without cause from the Company effective June 30, 2023 (the “Departure Date”). In connection with his departure, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved CNX’s execution of a letter agreement with Mr. Akinkugbe (the “Agreement”), dated May 24, 2023, pursuant to which the Company agreed to provide him the following severance payments and benefits: (i) a lump sum payment equal to $340,000.00 (less applicable withholdings and deductions), (ii) to vest by March 15, 2024 all unvested restricted stock units previously granted to him, (iii) to allow his performance share units to continue to vest and be paid, if at all, subject to attainment of the applicable performance goals as determined by the Compensation Committee after the end of the applicable performance period; (iv) to permit his vested option awards to remain exercisable until the expiration of the applicable option term, and (v) to pay his health insurance premiums until the earlier of (A) the end of the 12-month period following the Departure Date and (B) the date upon which he becomes eligible for medical benefits from a new employer. In consideration for the severance payments and benefits, Mr. Akinkugbe agreed to release any claims against the Company and its affiliates and, if he revokes the Agreement within seven days after its execution, the Agreement will terminate and Mr. Akinkugbe will not be entitled to such severance payments and benefits.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Letter Agreement, dated May 24, 2023, by and between CNX Resources Corporation and Olayemi Akinkugbe | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CNX RESOURCES CORPORATION
By: /s/ Alexander J. Reyes
Name: Alexander J. Reyes
Title: Executive Vice President, General Counsel and Corporate Secretary
Dated: May 26, 2023
May 24, 2023
Olayemi Akinkugbe
330 Deerfield Drive
Canonsburg, PA 15317
Dear Yemi,
As discussed, your employment with CNX Resources Corporation (the “Company” or “CNX”) will terminate without cause effective on June 30, 2023 (the “Separation Date”). As of the Separation Date, you are no longer expected or required to provide any services to the Company, except as provided in this letter (“Letter Agreement”). Further, you agree that, effective as of the Separation Date, you hereby resign from all other positions you hold as an officer or director of the Company or any of its subsidiaries and affiliates.
At the Separation Date, as a consequence of the termination of your employment, you are entitled to receive the following:
1.Final Wages: Your wages for your work through your Separation Date already have been paid to you or will be paid to you on the next payroll date when those wages would otherwise be due.
2.Continued Healthcare Insurance: The Company will provide you with continued medical/prescription, dental and vision healthcare coverage up to and including August 31, 2023.
3.Accrued and Unused Vacation: The Company already has or will pay you for unused vacation time for 2023 as of the Separation Date (less applicable withholdings and deductions) on the next payroll date.
We remind you that, after the Separation Date, you continue to be bound by the Company’s policies and your contractual commitments regarding the protection of the Company’s and its subsidiaries’ and affiliates’ confidential business information, which of course are subject to any laws that require or permit disclosure of such confidential information. You also will continue to be subject to the non-compete and non-solicit obligations included in your equity award agreements for one-year from the Separation Date, specifically the non-compete obligations apply to any publicly-traded Appalachian E&P CNX peer companies and Olympus Energy; any non-compete or non-solicit obligations of a longer duration are hereby waived and any “Restriction Period” in such agreements is amended to equal one (1) year following separation from employment.
In light of your separation from the Company without cause, in exchange for the release (and non-revocation of this Letter Agreement) as provided below, the Company will pay you the following severance benefits (the “Severance Payment and Benefits”).
1.Severance Payment: The Company will pay you a lump sum payment of $340,000.00, calculated pursuant to the CNX Resources Corporation Severance Pay Plan for Salaried Employees, (less applicable withholdings and deductions required by law or authorized by you) on the first regular payroll date following the occurrence of all of the following: (i) your Separation Date; (ii) your execution and return of this Letter Agreement; (iii) your non-revocation of this Letter Agreement during the 7-day Revocation Period described below; and (iv) your return to the Company of all Company information and property, in compliance with this Letter Agreement.
2.Vested and Unvested Equity: To the extent vested as of the Separation Date, and except as otherwise provided herein, you will continue to keep such vested equity incentive awards
granted under the Company’s Equity and Incentive Compensation Plan (as amended and restated, the “Plan”) and related award agreements. Additionally, in consideration both for your signing the release in this Letter Agreement, and for your compliance with the terms and provisions of this Letter Agreement during and through the vesting periods noted below, you will continue, notwithstanding the fact that you have separated from employment, to keep the unvested equity incentive awards granted to you under the Plan as reflected in Attachment A as follows due to your “Qualifying Separation from Service without Cause”:
•RSUs. One hundred percent (100%) of the unvested Restricted Stock Unit awards (“RSUs”) granted to you under the Plan in 2021, 2022 and 2023, totaling 118,474 shares, shall vest and the related shares shall be delivered to you by March 15, 2024;
•ESG Units. One hundred percent (100%) of the unvested Environmental, Social & Governance Unit awards (“ESG Units”) granted to you in 2021, 2022 and 2023 totaling 23,698 shares, shall continue to vest in accordance with the schedule set forth in the Plan and related award agreements, with the outstanding annual tranches of such awards continuing to be subject to attainment of the applicable performance goals as determined by the Compensation Committee of the Board of Directors of the Company (“Compensation Committee”) after the end of the applicable performance period.
•PSUs. One hundred percent (100%) of the unvested Performance Share Unit awards (“PSUs”) granted to you in 2019, 2021, 2022 and 2023 totaling 210,109 shares (at a target award level), shall continue to vest in accordance with the schedule set forth in the Plan and related award agreements, with the outstanding annual tranches of such awards continuing to be subject to attainment of applicable performance goals as determined by the Compensation Committee after the end of the applicable performance period.
Except as otherwise provided herein, the terms and conditions of such equity awards itemized above and in Attachment A shall remain in full force and effect, including, without limitation, the restrictive covenants contained therein. Further, the applicable equity award agreements and the Plan shall govern with respect to the treatment of unvested equity in the event of any change in control transaction or in the event of your death. Also, except as otherwise provided herein, you will forfeit any other unvested portions of your equity awards as of the Separation Date.
3.Continued Healthcare Insurance - COBRA: You shall have the opportunity to continue health insurance coverage under the terms of The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). Should you elect to continue insurance coverage after August 31, 2023, through utilization of your COBRA rights, the Company will be responsible for payment of your COBRA payment for family coverage through June 30, 2024. Provided, however, should you become employed at an employer that offers similar medical benefit programs at any time during this period, then the Company’s obligation to subsidize COBRA payments pursuant to this Letter Agreement shall cease. The combined total amount of COBRA premium payments made by the Company will be reported to tax authorities as income to you on a Form W2.
4.Unemployment: The Company will not object to any application that you might make for unemployment benefits. Your eligibility for such benefits will be determined solely by the state where such an application for unemployment is filed.
You are responsible for all taxes imposed on you as a result of payments received by you under this Letter Agreement, and the Company makes no guarantee of any particular tax result. The payments
provided under this Letter Agreement are intended to comply, or be exempt, from Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”). It is further intended that the Separation Date will constitute the date of your separation from service from the Company for purposes of Code Section 409A.
By signing and not revoking this Letter Agreement, you release CNX, and all of its affiliated companies’ direct and indirect parents, subsidiaries, affiliates, successors, and assigns (collectively, the “CNX Companies”) and all of their current and former stockholders, partners, principals, members, directors, officers, agents, employees, employee benefit plans, trustees, insurers and all others acting in concert with them (collectively, the “Released Persons”), from any and all claims you have or might have against them as the result of events that occurred on or before the date you execute this agreement, whether known or unknown, except for the rights described in the next paragraph. Your released claims include, without limitation, all claims relating in any way to your employment with the CNX Companies, your resignation and the termination of your employment, claims for wrongful discharge or retaliation, claims related to any purported status as a whistleblower (perceived or actual) and any cause of action or claim you have or might have for an alleged violation of any express or implied contract, or federal, state, or local law, including (without limitation) state and federal statutes or laws, as amended, that prohibit discrimination or retaliation in employment based on any protected status, including, but not limited to, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Equal Pay Act, the Employee Retirement Income Security Act of 1974, as amended, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Civil Rights Acts of 1866 and 1871, the Pregnancy Discrimination Act, the National Labor Relations Act, the Racketeer Influenced and Corrupt Organizations Act, the Rehabilitation Act, the Uniformed Services Employment and Reemployment Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act (“WARN Act”), Ohio Civil Rights Act, Ohio Minimum Fair Wage Law, Ohio Wage Payment Law, Pennsylvania Human Relations Act, Pennsylvania Minimum Wage Act of 1968, the Pennsylvania Whistleblower Law, Virginia Human Rights Act, Virginians with Disabilities Act, Virginia's Genetic Testing Law, Virginia Equal Pay Act, Virginia Minimum Wage Act, West Virginia Human Rights Act, West Virginia Minimum Wage and Maximum Hour Standards Law, West Virginia Equal Pay for Equal Work Act, and any other state, federal or local law, rule or regulation, the common law for negligence, gross negligence, or any other tort claim, including but not limited to, intentional infliction of emotional distress, assault, battery, invasion of privacy, false imprisonment, breach of express or implied contract, interference with contractual relations, additional wages or benefits owed, whether pursuant to the accrued and unused vacation policy, the CNX Resources Corporation Severance Pay Plan for Salaried Employees, equity awards granted under the Plan (except for equity awards that vested prior to the date of termination of employment), the short-term incentive program under the Executive Annual Incentive Plan or otherwise, covenants of fair dealing and good faith, civil conspiracy, duress, promissory or equitable estoppel, defamation, slander, fraud, mistake, misrepresentation, violation of public policy, overtime, retaliation, personal injury, breach of fiduciary duty, loss of consortium, bad faith, any other wrongful conduct and claims under any federal, state or local laws, statutes, regulations, ordinances, or other similar provisions, and any claims for attorneys’ fees and costs. If any administrative agency or court assumes jurisdiction over any charge, complaint, proceeding, or action involving claims released in this Letter Agreement, you agree that you will not accept, recover, or receive any monetary damages or other relief from or in connection with that charge, complaint, or proceeding. You agree that if a court of competent jurisdiction determines that you are to be awarded damages under the WARN Act or any other federal or state law, those damages would be offset by an amount equal to your above severance payment minus $500. You also agree that you have not assigned or transferred to another person or entity any interest in any of the above stated claims.
In consideration of you executing and not revoking this agreement, the CNX Companies and all Released Persons release you from any and all claims they have or might have against you as a result of the events that occurred on or before the date you execute this Agreement, whether known or
unknown, except as set forth herein. The claims released by the CNX Companies include claims relating in any way to your employment with the CNX Companies and the end of your employment; provided, however, that nothing herein shall release you from: (i) your contractual commitments regarding the protection of confidential business information; (ii) claims involving fraud or willful malfeasance; and (iii) claims by a third party for which you would not be indemnified under applicable law, any provision of the CNX Companies’ certificate of incorporation, bylaws, or other governing documents, any contract, or any applicable directors or officers liability insurance policies.
You have certain rights that are not released by signing this Letter Agreement. The foregoing release does not affect the following: any rights or claims that may arise after the date this Letter Agreement is executed, including, without limitation, the Company’s rights relating to clawback and recoupment of certain incentive compensation relating to an accounting restatement pursuant to the terms of a clawback policy adopted by the Company; your right to enforce the Company’s obligations under this Letter Agreement; any rights you may have to vested CNX Companies’ pension or retirement benefits that you are entitled to on the date of execution of this Letter Agreement by you; your right to receive workers’ compensation benefits; your right to file a charge or complaint with any appropriate federal, state, or local agency, such as the United States Equal Employment Opportunity Commission; your right to participate in or cooperate with any such charge or complaint procedure; and any right that cannot be waived as a matter of law. Any other claim you have or might have is, however, released by this Letter Agreement.
By signing below, you also represent and agree that, except for the wages to be paid to you regardless of whether you sign this Letter Agreement, as described above, and the Severance Payment and Benefits to be paid under the terms of this Letter Agreement, you have been paid in full for all other wages and benefits to which you are entitled.
The Company agrees that if you are made a party, or are threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that you are or were a director, officer or employee of the Company or are or were serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, you shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable law and the Company’s certificate of incorporation or bylaws, against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by you in connection therewith, and such indemnification shall continue as to you even if you have ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of your heirs, executors and administrators.
If one or more dispute(s) arises with regard to the interpretation and/or performance of this Letter Agreement or any of its provisions, the parties agree to attempt to resolve the same by telephone conference with a mediator jointly selected by the parties. If the parties cannot resolve their differences by such telephone conference, then the parties agree to schedule and conduct a half-day mediation within thirty (30) days of dispute(s) and to share equally the costs of such mediation. If a party refuses to mediate, then such party thereby waives any recovery for attorneys’ fees or costs incurred in any litigation brought regarding this Letter Agreement. Otherwise, if the parties are unable to resolve their dispute by mediation, then the prevailing party or parties in any resulting litigation shall be entitled to recover reasonable attorneys’ fees, costs, and expenses, including the costs of mediation.
By signing below, you agree that as of the Separation Date, you will have returned all property and information belonging to the CNX Companies in your possession or control, including but not limited to the following (where applicable): vehicle; computer, phone, and handheld devices; keys, passwords,
and/or access cards; and all records, customer lists, written information, forms, plans, and other documents, including electronically stored information. You agree that you are not entitled to receive or retain the Severance Payments and Benefits set forth in this Letter Agreement unless and until you return all information and property to the Company in compliance with this Letter Agreement.
By signing below, you represent and affirm (i) as of the Separation Date, you will have no confidential business information, in hard copy or electronic form of any kind, belonging to the CNX Companies in your possession or control; and (ii) at no time during your employment and as of the date you sign this Letter Agreement have you ever disclosed or utilized in any manner confidential business information of the CNX Companies in violation of applicable policies or your contractual obligations. You agree that you are not entitled to receive or retain the Severance Payment and Benefits set forth in this Letter Agreement in the event either representation set forth above is false.
You affirm that you have not asserted any claim for sexual harassment or sexual abuse by any of the Released Persons and that you are not aware of any facts supporting such a claim. You further affirm that no claim released by you as a part of this Letter Agreement involves any illness, injury, incident, or accident in which medical expenses were, or are expected to be, incurred. Accordingly, you affirm that Medicare has no interest in the payment under this Letter Agreement. Nonetheless, if the Centers for Medicare & Medicaid Services (“CMS”) (this term includes any related agency representing Medicare’s interests) determines that Medicare has an interest in the payment to you under this Letter Agreement, you agree to indemnify, defend and hold Released Persons harmless from any action by CMS relating to your medical expenses. You agree to reasonably cooperate with Released Persons upon request with respect to (i) any information needed to satisfy the reporting requirements under Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007, and (ii) any claim that the CMS may make and for which you are required to indemnify Released Persons under this paragraph. Furthermore, you agree to waive any and all future actions against Released Persons for any private cause of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A).
You agree that you will keep the terms of this Letter Agreement confidential and will not disclose them to any person other than your spouse and your professional advisors, except as may be necessary to enforce the terms of this Letter Agreement, pursuant to a lawful subpoena, or as otherwise permitted by law. Any breach of your confidentiality promise will be a material breach of this Letter Agreement, rendering the Company’s obligations null and void. This provision is not intended to restrict your legal right to discuss the terms and conditions of your employment.
Nothing in this Letter Agreement or any other confidentiality provision to which you may be subject as a result of employment at, or separation from, the CNX Companies restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation or from receiving and fully retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The CNX Companies nonetheless assert and do not waive attorney-client privilege over any information appropriately protected by the privilege. You do not need the prior authorization of the Company to engage in conduct protected by this paragraph, and you do not need to notify the Company that you have engaged in such conduct.
Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
Further, both parties acknowledge that this is an amicable arrangement and will be portrayed as such in all public statements, whether written or oral, by you or the CNX Companies, and subject to the confidentiality obligations recited above. As such, you agree that you will not disparage the CNX Companies or any of the Released Persons, and the CNX Companies, including their officers and directors, agree that they will not disparage you.
Additionally, you agree to consult and cooperate with the Company after the Separation Date through December 31, 2023 in any matters relating to the CNX Companies that arose during the term of your employment. You agree to be reasonably available to the CNX Companies, including their internal and external counsel, for the purpose of responding to requests for information, to provide information, documents, declarations or statements, to meet with attorneys and other Company representatives, to prepare for and give testimony by deposition or otherwise, and to cooperate in the investigation, defense or prosecution of matters relating to any threatened, present, or future legal actions, investigations, or administrative proceedings involving the CNX Companies. Such time shall not exceed approximately 30 hours, and to the extent that additional time is needed, the parties shall discuss it at that time, subject to your sole discretion.
The provisions of this Letter Agreement may be amended or waived only by a written agreement executed by both parties and delivered by the Company and you. No other course of dealing between the parties to this Letter Agreement or any delay in exercising any rights hereunder will operate as a waiver of any rights of any such parties. Notwithstanding the foregoing or any provisions of this Letter Agreement to the contrary, the Company may at any time, with your consent, modify or amend any provision of this Letter Agreement or take any other action, to the extent necessary or advisable to ensure that this Letter Agreement complies with or is exempt from Code Section 409A, and that any payments or benefits under this Letter Agreement are not subject to interest and penalties under Code Section 409A.
All covenants and agreements contained in this Letter Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective heirs, successors and assigns of the parties hereto whether so expressed or not, provided that you may not assign your rights or delegate your obligations under this Letter Agreement without the written consent of the Company and the Company may assign this Letter Agreement only to a successor to all or substantially all of its assets.
This Letter Agreement shall become effective on the date set forth below. On and after the effective date, this Letter Agreement constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, that may have related in any way to the subject matter hereof.
The Company advises you to consult with an attorney of your choice regarding this Letter Agreement, which includes an offer of consideration in exchange for a release of claims, including Age Discrimination in Employment Act claims. If you have any questions regarding the scope of your release, including those rights that are not released, the Company advises you to address that subject with your own attorney before signing this Letter Agreement.
The Company will rely on your signature of this Letter Agreement as your representation that you read this Letter Agreement carefully, and that you have a full and complete understanding of its
terms, after having had sufficient opportunity to discuss the documents with an attorney of your own choosing, and that in executing this Letter Agreement, you did not rely upon any statement or representation made by or on behalf of the CNX Companies or by any of their officers, agents, employees or attorneys.
You have up to and including 21 days from the date you receive this Letter Agreement to consider the terms of this Letter Agreement as proposed by the Company. Any modification to these proposed terms, whether material or immaterial, does not restart the running of the 21-day period. If you sign this Letter Agreement prior to the expiration of the 21-day period, you agree you do so voluntarily and that you had sufficient time and opportunity to review and understand this Letter Agreement.
If you decide to sign this Letter Agreement, you may then revoke your acceptance of it for up to seven (7) days after signing it (the “Revocation Period”), by notifying me in writing before the expiration of that seven-day period. As noted in Section 1, above, this Letter Agreement will not become effective and you will not be entitled to the Severance Payments and Benefits (whether subject to conditions or not) to be paid under this Letter Agreement until the expiration of that seven-day period.
If this Letter Agreement is not signed and returned by June 14, 2023 then this offer is revoked by the Company. A fully executed version of this Letter Agreement must be delivered by email or hard copy to Alexander Reyes within the time specified herein in order to be effective.
You should not sign this Letter Agreement if you do not understand its terms. By signing this Letter Agreement, you affirm that you have read its terms, that you understand its terms and effects, including the fact that you have agreed to release employment-related claims, that you have signed this Letter Agreement voluntarily and knowingly in exchange for the consideration described herein, which you acknowledge is adequate and satisfactory and which you acknowledge is in addition to other benefits to which you would be entitled; and that you have been advised in writing to consult with an attorney prior to signing this Letter Agreement.
If all of the above terms are agreeable to you, please sign the enclosed copy of this Letter Agreement and return it to me via email (at alexanderreyes@cnx.com) or hard copy (1000 Horizon Vue Drive, Canonsburg, PA 15317-6506) by June 14, 2023. You may execute it any time before June 14, 2023. Please direct any questions to me.
Sincerely,
CNX RESOURCES CORPORATION
BY:
Alexander J. Reyes
Executive Vice President, General Counsel
& Corporate Secretary
I knowingly and voluntarily agree to the above terms this 25th day of May 2023, intending to be legally bound.
______________________________
Olayemi Akinkugbe
EE# xxxxx
Attachment A
