Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Live Filing of 10-K 3/21/94 26± 109K
2: EX-10 Ex-10.A 11± 46K
3: EX-10 Ex-10.B 5± 24K
4: EX-10 Ex-10.C 9± 39K
5: EX-11 Statement re: Computation of Earnings Per Share 2± 8K
6: EX-13 Annual or Quarterly Report to Security Holders 30± 136K
7: EX-22 Published Report Regarding Matters Submitted to a 3± 15K
Vote of Security Holders
8: EX-24 Power of Attorney 1 6K
9: EX-25 Statement re: Eligibility of Trustee 2± 9K
EX-10 — Ex-10.A
EXHIBIT 10H
PREMARK INTERNATIONAL, INC.
STOCK OPTION PLAN
(as amended)
1. Purposes. The purposes of the Premark International,
Inc. Stock Option Plan (the "Plan") of Premark International,
Inc. ("Premark") and its Affiliates (collectively, the
"Corporation") are to promote the long-term financial interests
of the Corporation, including its growth, by (i) attracting and
retaining executive personnel possessing outstanding ability;
(ii) motivating executive personnel, by means of growth-related
incentives, to achieve long-range growth goals; (iii) providing
incentive compensation opportunities which are competitive with
those of other major corporations; and (iv) furthering the
identity of interests of Participants with those of the
stockholders of Premark, through opportunities for increased
stock ownership in Premark.
2. Definitions. The following definitions are applicable to
the Plan:
"Affiliate"--means any subsidiary or parent corporation
of Premark or any other corporation, partnership, association,
joint venture or other entity in whose decisions regarding
management thereof, or the production or marketing of products or
services produced or marketed thereby, Premark or any such
subsidiary or parent corporation participates either directly or
indirectly (whether through stock ownership, by contract, through
the power to appoint key personnel or otherwise).
"Change of Control"--means the following events:
(a) The acquisition by any person (including a
group, within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")),
other than Premark or any of its subsidiaries, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of 20% or more of the combined voting power of
Premark's then outstanding voting securities;
(b) The first purchase under a tender offer or
exchange offer, other than an offer by Premark or any of its
subsidiaries, pursuant to which shares of Common Stock have been
purchased;
(c) During any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board of Directors of Premark cease for any reason to constitute
at least a majority thereof, unless the election or the
nomination for the election by stockholders of Premark of each
new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the
beginning of the period; or
(d) Approval by stockholders of Premark of a
merger, consolidation, liquidation or dissolution of Premark, or
of the sale of all or substantially all of the assets of Premark.
"Committee"--means the committee referred to in section
3 hereof.
"Common Stock"--means the common stock of Premark.
"Disinterested Person"--means any director of Premark,
who, at the time discretion under the Plan is exercised, is not
eligible, and who has not at any time within one year prior
thereto been eligible, for selection as a Participant in the Plan
or as a person to whom stock may be allocated or to whom stock
options or stock appreciation rights may be granted pursuant to
any other plan of Premark or any of its affiliates (as that term
is used in the 1934 Act) entitling the participants therein to
acquire stock, stock options or stock appreciation rights of
Premark or any of such affiliates.
"Participant"--means any employee of the Corporation
who is selected by the Committee to participate in the Plan.
3. Administration. The Plan shall be administered under the
direction of a Committee of the Board of Directors of Premark
consisting of three or more members, each of whom is to be a
Disinterested Person. The members of the Committee, presently
known as the Compensation and Employee Benefits Committee, shall
be appointed by the Board of Directors of Premark. The Committee
shall have sole and complete authority to (i) select the
Participants; (ii) grant stock options; (iii) determine the
number of shares of Common Stock to be subject to each option to
be awarded to each of the Participants under the Plan (subject to
the limitations of sections 4 and 5 hereof); (iv) grant stock
appreciation rights in connection with stock options granted
under the Plan; (v) determine the terms and conditions on which
grants of stock options and stock appreciation rights shall be
made under the Plan; (vi) prescribe the form and terms of
instruments evidencing such grants; and (vii) establish from time
to time regulations for the administration of the Plan, interpret
the Plan, and make all determinations deemed necessary or
advisable for the administration of the Plan, all subject to its
express provisions.
A majority of the Committee shall constitute a quorum, and
the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a
majority of the Committee without a meeting, shall be the acts of
the Committee.
4. Participation. The Committee may select from time to
time Participants in the Plan from those employees of the
Corporation who, in the opinion of the Committee, have the
capacity for contributing in a substantial measure to the
successful performance of the Corporation; provided, however,
that no employee shall be eligible for the grant of an option or
options to purchase and/or a stock appreciation right or rights
exercisable with respect to more than an aggregate of 10% of the
maximum number of shares reserved under the Plan. No employee
shall have the right to be selected as a Participant nor, having
been so selected, to be selected as a Participant again.
5. Stock Subject to Option. The maximum number of shares
of Common Stock which shall be reserved for issuance under the
Plan shall not exceed 5,500,000 shares, subject to adjustment by
the operation of section 13 hereof. Such shares may be either
authorized and unissued shares or issued shares heretofore or
hereafter reacquired and held as treasury shares, as the
Committee may from time to time determine. If options granted
under the Plan shall terminate by reason of expiration, surrender
for cancellation or otherwise without being wholly exercised, or
for any reason become unexercisable as to any shares, new options
may be granted under the Plan covering the number of shares to
which such termination relates or as to which such options have
become unexercisable; provided, however, that no new options may
be granted with respect to any shares which shall be deemed to
have been purchased under the Plan upon the exercise of stock
appreciation rights as provided in section 9 hereof.
6. Price. The purchase price per share under each option
granted under the Plan shall be as determined by the Committee,
in the exercise of its discretion, at the time the option is
granted.
7. Terms and Conditions of Options. The Committee shall
have full and complete authority subject to the limitations of
the Plan, to grant stock options and to prescribe terms and
conditions (which need not be identical as among optionees) in
respect of the granting or exercise of any option under the Plan,
and in particular shall prescribe the following terms and
conditions: (i) the duration of the option, which shall not
exceed 10 years and one day from the date on which the option is
granted; (ii) the manner, time and rate (cumulative or otherwise)
of exercise of such options, except that no option granted under
the Plan shall be exercisable until one year after the effective
date of the grant thereof, except as provided in section 12,
unless there shall occur within such one-year period either a
Change of Control or a transaction referred to in paragraph (b)
of section 11 (provided that in the latter event the Committee
shall determine to accelerate exercisability); and (iii) the
restrictions, if any, to be placed upon such options or upon the
shares which are issued upon exercise of such options; provided,
however, that (y) in the case of an optionee receiving a grant or
grants of an incentive stock option (within the meaning of
Section 422A of the Internal Revenue Code of 1986 (the "Code"))
in any calendar year ending on or before December 31, 1986, the
aggregate fair market value (determined at the time such option
is granted) of the Common Stock for which any such optionee may
be granted an incentive stock option under the Plan (and any
other stock option plan of Premark and its parent and subsidiary
corporations within the meaning of Section 422A(b)(8) of the
Code) shall not exceed $100,000 plus any unused carryover limit
to such year (within the meaning of Section 422A(b)(8) of the
Code) and (z) in the case of an optionee receiving a grant or
grants of an incentive stock option in any calendar year
beginning after 1986 under the Plan and such other plans, the
aggregate fair market value (determined at the time any such
option is granted) of the Common Stock with respect to such
option or options are exercisable by an optionee for the first
time during any such calendar year shall not exceed $100,000. To
the extent that any options which are granted within the terms of
the Plan qualify under present or future law for tax treatment
that is beneficial to an optionee, then any such beneficial
treatment shall be considered within the intent, purpose and
operational purview of the Plan and the discretion of the
Committee, and to the extent that any such options could so
qualify within the terms of the Plan, the Committee shall have
full and complete authority to grant options that so qualify
(including the authority to grant, simultaneously or otherwise,
options which do not so qualify) and to prescribe the terms and
conditions (which need not be identical as among optionees) in
respect to the grant or exercise of any such option under the
Plan.
8. General Terms and Conditions of Exercise. (a) Except as
provided in sections 11 and 12 hereof, no option may be exercised
unless the optionee, at the time he or she exercises his or her
option, is an employee of, and has continuously since the grant
of his or her option been an employee of, the Corporation.
Absence or leave, if approved by an authorized representative of
the Corporation, shall not be considered an interruption or
termination of employment for any purpose of the Plan.
(b) The Committee may, as a condition of granting any stock
option, require the optionee to agree that he or she will not
thereafter exercise one or more stock options previously granted
to him or her.
(c) To exercise an option under the Plan, the optionee
shall give written notice to the Corporation in form satisfactory
to the Committee, specifying the number of option shares which he
or she then elects to purchase, together with payment of the full
option price of the shares being purchased; provided, however,
that during the 60-day period from and after a Change of Control
(other than a Change of Control initiated by a Participant) (x)
an optionee who is an officer or director of Premark (within the
meaning of Section 16 of the 1934 Act, and the rules and
regulations promulgated thereunder) with respect to an option
that is unaccompanied by a stock appreciation right granted at
least six months prior to the date of exercise pursuant to this
proviso and (y) all other optionees who are not officers and
directors with respect to any or all of their respective options
that are unaccompanied by stock appreciation rights shall, unless
the Committee shall determine otherwise at the time of grant,
have the right, in lieu of the payment of the full option price
of the shares of Common Stock being purchased under the option
and by giving written notice to the Corporation in form
satisfactory to the Committee, to elect (within such 60-day
period) to surrender all or part of the option to the Corporation
and to receive in cash an amount equal to the amount by which the
fair market value per share of the Common Stock on the date of
exercise shall exceed the option price per share under the option
multiplied by the number of shares of Common Stock granted under
the option as to which the right granted by this proviso shall
have been exercised.
As used in this paragraph (c) of section 8 with respect to
an election by an optionee to receive cash in respect of an
option that does not qualify as an incentive stock option (within
the meaning of Section 422A of the Code) the term "fair market
value" shall mean the higher of (x) the highest reported sales
price, regular way, of a share of the Common Stock on the
Composite Tape for New York Stock Exchange Listed Stocks (the
"Composite Tape") during the 60-day period prior to the first
date of actual knowledge by the Premark Board of Directors of a
Change of Control and (y) if the Change of Control is the result
of a transaction or series of transactions described in
paragraphs (a), (b) or (d) of the definition of Change of Control
set forth in section 2, the highest price per share of the Common
Stock paid in such transaction or series of transactions (which
in the case of paragraph (a) shall be the highest price per share
of the Common Stock as reflected in a Schedule 13D filed by the
person having made the acquisition).
The date of exercise shall be the date on which such notice
is received by the Corporation. Payment to the Corporation
shall be made either (i) in cash (including check, bank draft or
money order), or (ii) at the discretion of the Committee, by
delivering (A) shares of Common Stock already owned by the
optionee and having a fair market value equal to the exercise
price applicable to such option, or the portion thereof being
exercised, such fair market value to be determined in such
appropriate manner as may be provided for by the Committee or as
may be required in order to comply with or to conform to
requirements of any applicable laws or regulations, or (B) a
combination of cash and such shares. Notwithstanding the
foregoing, at the discretion of the Committee, payment
requirements may be satisfied by cashless exercise as permitted
by the Federal Reserve Board's Regulation T, subject to
applicable securities law and state corporation law requirements.
(d) An option granted under the Plan may provide that the
Corporation's obligation to deliver shares of Common Stock under
such option is conditioned upon the receipt of a representation
as to the investment intention of the optionee in such form as
the Committee shall determine to be necessary or advisable solely
to comply with the provisions of the Securities Act of 1933 or
any other Federal, state or local securities legislation. Such
option may further provide that any representation requirement
shall become inoperative upon a registration of the shares or
other action eliminating the necessity of such representation
under such Securities Act or other securities legislation.
(e) An option granted under the Plan shall be exercisable
during the optionee's lifetime only by the optionee.
9. Stock Appreciation Rights. Stock appreciation rights may
be granted by the Committee in connection with all or any part of
any option granted under the Plan either at the time of the grant
of such option or at any time thereafter during the term of the
option in order to further the purposes of the Plan. A stock
appreciation right shall, upon its exercise, entitle the holder
of the related option, to the extent unexercised, to surrender
the related option, in whole or part, and to receive a number of
shares of Common Stock, or cash, or partly such shares and partly
cash, determined as hereinafter set forth.
(a) The Committee shall have sole authority to
determine the Participants who are to be granted stock
appreciation rights under the Plan, the portion of an option to
which such rights relate, and the limitations, if any, to be
imposed upon such rights. To the extent that any stock
appreciation rights which are granted within the terms of the
Plan qualify under present or future law for tax treatment that
is beneficial to an optionee, then any such beneficial treatment
shall be considered within the intent, purpose and operational
purview of the Plan and the discretion of the Committee, and to
the extent that any such stock appreciation rights could so
qualify within the terms of the Plan, the Committee shall have
full and complete authority to grant stock appreciation rights
that so qualify (including the authority to grant simultaneously
or otherwise, stock appreciation rights which do not so qualify)
and to prescribe the terms and conditions (which need not be
identical as among optionees) in respect to the grant or exercise
of any such stock appreciation right under the Plan. Stock
appreciation rights shall be subject to such other terms and
conditions, not inconsistent with the Plan, under which the
related option shall be granted as shall from time to time be
determined by the Committee, and to the following terms and
conditions:
(i) A stock appreciation right shall be
exercisable at such time or times and to the extent, but only to
the extent, that the option to which it relates shall be
exercisable, and shall be exercisable only by the person by whom
the option to which it relates shall be exercisable; provided,
however, that no stock appreciation right granted under the Plan
to an officer of director of Premark (within the meaning of
Section 16 of the 1934 Act, and the rules and regulations
promulgated thereunder) shall be exercised during the first six
months of its term.
(ii) To exercise a stock appreciation right under
the Plan, the optionee shall give written notice to the
Corporation in form satisfactory to the Committee, specifying the
number of shares in respect of which the stock appreciation right
shall be exercised. The date of exercise shall be the date on
which such notice is received by the Corporation. Upon exercise
of the stock appreciation right, the optionee thereof shall be
entitled, subject to any limitations or restrictions set forth in
the stock appreciation right grant or in the Plan, to receive a
whole number of shares of Common Stock equal (or as nearly equal
as practicable, disregarding fractions) in aggregate fair market
value to the amount by which the fair market value per share of
Common Stock on the date of such exercise shall exceed the option
price per share of the related option multiplied by the number of
shares of Common Stock in respect of which the stock appreciation
right shall have been exercised. All or any part of the
obligation arising out of the exercise of a stock appreciation
right may be settled, at the sole discretion of the Committee, by
the payment of cash, currently or deferred for a period specified
by the Committee, at the time such payment is deferred, in an
amount equal to the aggregate fair market value of the whole
number of shares that would otherwise be delivered under the
preceding sentence. In the event of payment of such amount on a
deferred basis, there shall be credited at the end of each year
(or portion thereof) interest on the amount of the account at the
beginning of the year at a rate per annum to be determined by the
Committee.
(iii) Any exercise by an optionee of his or her
stock appreciation rights which results in receipt of any cash by
the optionee shall be made only in compliance with any applicable
rules or regulations of the Securities and Exchange Commission
exempting such exercise from the operation of Section 16(b) of
the 1934 Act, and any other applicable law, rule, regulation or
other provision that may hereafter relate to the exercise and
cash settlement rights of stock appreciation rights under the
Federal securities laws.
(b) To the extent that a stock appreciation right
shall be exercised, the stock option in connection with which
such stock appreciation right shall have been granted shall be
deemed to have been exercised for the purpose of the maximum
limitation as to the number of shares that may be reserved under
the Plan and under the related option.
(c) As used in paragraph (a)(ii) of this section 9,
"fair market value" shall be the average of the high and low
quoted sales prices of a share of Common Stock on the Composite
Tape on the date of exercise or, if there is no reported sale on
that day, on the last preceding date on which any reported sale
occurred; provided, however, that during the 60-day period from
and after a Change of Control "fair market value" with respect to
a stock appreciation right which is related to an option that
does not qualify as an incentive stock option (within the meaning
of Section 422A of the Code) shall mean the higher of (x) the
highest reported sales price, regular way, per share of the
Common Stock on the Composite Tape during the 60-day period prior
to the first date of actual knowledge by the Premark Board of
Directors of a Change of Control and (y) if the Change of Control
is the result of a transaction or series of transactions
described in paragraphs (a), (b) or (d) of the definition of
Change of Control set forth in section 2, the highest price per
share of the Common Stock paid in such transaction or series of
transactions (which in the case of paragraph (a) shall be the
highest price per share of the Common Stock as reflected in a
Schedule 13D filed by the person having made the acquisition).
10. Assignments and Transfers. The rights and interests of
a Participant under the Plan may not be assigned, encumbered or
transferred except, in the event of the death of a Participant,
by will or the laws of descent and distribution.
11. Termination of Employment. (a) If an optionee shall
cease to be employed by the Corporation for any reason (including
disability or retirement), other than death or for cause, he or
she may, but in no event after the expiration date of his or her
option (the "Expiration Date"), exercise all or part of his or
her option or related stock appreciation right, if any (whether
or not wholly exercisable at the date of such cessation of
employment), subsequent to the date of such cessation of
employment if and to the extent expressly specified in the
applicable instrument or instruments evidencing the grant of the
option or stock appreciation right (or under the circumstances
set forth in paragraph (b) of this section 11, if the Committee
takes the action referred to in clause (ii) thereof). If an
optionee's employment by the Corporation is terminated for cause,
all rights under his or her option and any related stock
appreciation right shall expire immediately upon the giving to
him or her of the notice of such termination. The Plan and the
options and any stock appreciation rights granted pursuant to it
shall not confer upon any optionee any right with respect to
continuation of employment by the Corporation, and neither the
Plan nor any such option or stock appreciation right shall
interfere in any way with his or her right, or the Corporation's
right, to terminate his or her employment at any time.
(b) In the event that the Corporation shall diminish or
eliminate its ownership interest in any Operating Unit (whether
by distribution to the stockholders of the Corporation, by sale
to a person other than the Corporation, or otherwise) so that
such Operating Unit shall cease to be an Affiliate, then, with
respect to options and stock appreciation rights held by
employees of such Operating Unit who subsequent to such event
shall not be employees of the Corporation, the Committee may
(either prior or subsequent to such event) take such action and
make such adjustments as the Committee shall determine, and,
without limiting the foregoing, the Committee may (i) accelerate
the exercisability of options and stock appreciation rights to
the extent not yet otherwise exercisable and (ii) extend the
period during which options or stock appreciation rights shall be
exercisable to a date subsequent to the date when such option or
stock appreciation rights would otherwise have expired by reason
of the termination of such employee's employment with the
Corporation without regard to any limitation as the Committee may
specify as described in paragraph (a) of this section 11 (but in
no event to a date later than the Expiration Date); provided,
however, that the Committee shall not take any action or make any
adjustment pursuant to this section inconsistent with the proviso
of the first sentence of section 8(c), or with the second
sentence of section 8(c), or with the proviso of section 9(c), or
with section 17. As used herein, "Operating Unit" shall mean any
division, group, subsidiary or other operating unit of the
Corporation which is designated as such by the Committee.
12. Death of Optionee. (a) In the event of the death of an
optionee while in the employ of the Corporation or within a
period after such employment ceases during which an option is
exercisable by him or her under section 11 hereof, any option or
stock appreciation right theretofore granted to him or her shall
be exercisable in full, if such death occurs prior to cessation
of employment; or, to the extent that the employee was entitled
to exercise the option on the date of cessation of employment, if
such death occurs subsequent to cessation of employment, by the
person to whom such option or stock appreciation right is
transferred by will or the laws of descent and distribution, at
any time within a period of one year succeeding the date of death
of such optionee, but in no event later than the last date on
which the optionee could have exercised the option or stock
appreciation right had he or she not died.
(b) Following the death of any employee who holds an option
granted under the Plan, irrespective of whether stock
appreciation rights shall have theretofore been granted to him or
her in connection with such option, and upon the surrender of
such option, the Committee may, as an alternative means of
settlement of such option, elect to pay, currently or on a
deferred basis, to the person to whom such option is transferred
by will or by the laws of descent and distribution the amount by
which the fair market value per share on the date of such
election shall exceed the option price per share multiplied by
the number of shares which remain exercisable under such option.
In the event that the Committee elects to pay such amount on a
deferred basis, it shall have discretion to determine the period
of time during which such payment is to be deferred (to be
specified by the Committee at the time such payment is deferred)
and there shall be credited at the end of each year (or portion
thereof), during such period interest on the amount deferred at
the beginning of such year at a rate per annum to be determined
by the Committee. The number of shares subject to an option so
surrendered shall be charged against the maximum limitation as to
the number of shares that may be reserved under the Plan, as
specified in sections 5 and 13 hereof. As used in the foregoing,
"fair market value" shall be the average of the high and low
quoted sales prices of a share of Common Stock on the Composite
Tape on the date of such election or, if there was no reported
sale on that date, on the last preceding date on which any
reported sale occurred.
13. Adjustments upon Changes in Capitalization. The
options and stock appreciation rights granted under the Plan may
contain such provisions as the Committee may determine with
respect to adjustments to be made in the number and kind of
shares covered and in the option price in the event of a
reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation,
spin-off or any other change in the corporate structure or shares
of Premark and, in the event of any such change, the aggregate
number and kind of shares available under the Plan and the
maximum number of shares as to which options and stock
appreciation rights may be granted to any individual shall be
appropriately adjusted by the Committee, whose determination
shall be conclusive.
14. Delivery and Registration of Stock. The Corporation
shall not be required to deliver any shares of stock upon the
exercise of an option or stock appreciation right prior to (a)
the admission of such shares to listing on any stock exchange on
which Common Stock may then be listed, and (b) the completion of
such registration or other qualification of such shares under any
state or Federal law, rule or regulation, as the Committee shall
determine to be necessary or advisable.
15. Employee Rights Under the Plan. No employee or other
person shall have any claim or right to be granted an award under
the Plan or any other incentive bonus or similar plan of the
Corporation. Neither the Plan nor any action taken thereunder
shall be construed as giving any employee any right to be
retained in the employ of the Corporation.
16. Withholding Tax. The Corporation shall have the right
to deduct from all amounts paid in cash with respect to the
exercise of a stock appreciation right under the Plan any taxes
required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to
receive shares of Common Stock pursuant to the exercise of a
stock option or a stock appreciation right pursuant to the Plan,
the Corporation shall have the right to require the Participant
or such other person to pay to the Corporation the amount of any
taxes which the Corporation is required to withhold with respect
to such shares, or, in lieu thereof, to retain, or sell without
notice, a sufficient number of such shares to cover the amount
required to be withheld. Upon the disposition of shares of
Common Stock acquired pursuant to the exercise of an incentive
stock option as defined in Section 422A of the Code, the
Corporation shall have the right to require the payment of the
amount of any taxes which are required by law to be withheld with
respect to such disposition.
17. Amendments or Termination. The Board of Directors of
Premark may amend, suspend or terminate the Plan or any portion
thereof at any time, but (except as provided in section 13
hereof) no amendment shall be made without approval of the
stockholders of Premark, which shall (i) increase the total
number of shares of Common Stock which may be sold under the
Plan, (ii) change the class of employees eligible to participate
in the Plan or (iii) withdraw the direction of the administration
of the Plan from the Committee; provided that no such amendment,
suspension or termination shall impair the rights of any
Participant, without his or her consent, in any option or stock
appreciation right theretofore granted under the Plan.
18. Effective Date and Term of the Plan. The effective
date of the Plan shall be November 1, 1986. No stock option or
stock appreciation right shall be granted under the Plan after
November 1, 1996.
Adopted by the Board of Directors of the Corporation on October
28, 1986 and approved by the sole Stockholder of the Corporation
on October 31, 1986; and amended by the Board of Directors on
February 6, 1991 and approved by the Stockholders of the
Corporation on May 1, 1991.
Dates Referenced Herein and Documents Incorporated by Reference
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