As filed
with the Securities and Exchange Commission on October 29,
2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
Under
The Securities Act of 1933
General
Dynamics Corporation
(Exact name
of registrant as specified in its charter)
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Delaware
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13-1673581
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(State or
other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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11011 Sunset
Hills Road
Reston,
Virginia 20190
(Address of
Principal Executive Offices and Zip Code)
General
Dynamics Corporation 401(k) Plan 6.0
Gregory S.
Gallopoulos, Esq.
Senior Vice
President, General Counsel and Secretary
General
Dynamics Corporation
11011 Sunset
Hills Road
Reston,
Virginia 20190
(Name and
Address of Agent for Service)
(703)
876-3000
(Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
Joseph P.
Gromacki, Esq.
Brian R.
Boch, Esq.
Jenner &
Block LLP
353 N. Clark
Street
Chicago,
Illinois 60654-3456
(312)
222-9350
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated
filer
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Smaller reporting company
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¨
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Emerging growth
company
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¨
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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 7(a)(2)(B) of the Securities Act.
¨
Calculation
of Registration Fee
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Title of
Securities to be Registered
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Amount
to
be
Registered
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount
of
Registration Fee
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Common Stock, par
value $1.00 per share...........................
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3,000,000
Shares (1)
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$134.92 (3)
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$404,760,000 (3)
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$44,160
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Plan Interests in
the General Dynamics Corporation 401(k) Plan
6.0............................................................................
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Indeterminate
(2)
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N/A
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N/A
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N/A (4)
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(1)
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Represents shares
of common stock, par value $1.00 per share (the
“Common
Stock”),
of General Dynamics Corporation (the “Registrant”)
available for future offer and sale pursuant to the General
Dynamics Corporation 401(k) Plan 6.0 (the “6.0
Plan”).
The amount to be registered also includes an indeterminate number
of shares of Common Stock that may become available for issuance
pursuant to the 6.0 Plan by reason of any stock split, stock
dividend, or other similar transaction in accordance with Rule
416(a) under the Securities Act of 1933, as amended (the
“Securities
Act”).
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(2)
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Pursuant to Rule
416(c) under the Securities Act, this Registration Statement covers
an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
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(3)
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Estimated solely
for purposes of calculating the registration fee in accordance with
paragraphs (c) and (h) of Rule 457 under the Securities Act, based
upon the average of the high and low prices of the Common Stock, as
reported on the New York Stock Exchange on October 28,
2020.
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(4)
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Pursuant to Rule
457(h)(2) under the Securities Act, no registration fee is required
with respect to the interests in the employee benefit plan
described herein.
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INTRODUCTION
The 3,000,000
shares of common stock, par value $1.00 per share (the
“Common
Stock”),
of General Dynamics Corporation, a Delaware corporation (the
“Registrant”),
to be offered and sold pursuant to the General Dynamics Corporation
401(k) Plan 6.0 (the “6.0
Plan”)
(and the indeterminate amount of interests to be offered and sold
pursuant to such employee benefit plan) that are being registered
hereunder are in addition to the 3,000,000 shares of Common Stock
(and indeterminate amount of interests) to be offered and sold
pursuant to such employee benefit plan that were registered on the
Registrant’s Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the “Commission”)
on December 21, 2015 (Commission file number
333-208667).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
Plan Information
The document(s)
containing the information specified in Part I of Form S-8 will be
sent or given to participants in the 6.0 Plan, as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the
“Securities
Act”).
Such documents are not required to be filed with the Commission
either as part of this registration statement on Form S-8 (this
“Registration
Statement”) or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities
Act. Such documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities
Act.
Item
2.
Registrant Information and Employee Plan Annual
Information
Upon written or
oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in the Section 10(a)
prospectus) and all documents required to be delivered to employees
pursuant to Rule 428(b) under the Securities Act are available
without charge by contacting:
General Dynamics
Corporation
Corporate Secretary
11011 Sunset Hills Road
Reston, Virginia 20190
(703) 876-3000
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation of Documents by Reference
The following
documents filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), are
hereby incorporated by reference in this Registration
Statement:
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(a)
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the Registrant’s
Annual Report on Form 10-K
for the fiscal
year ended December 31, 2019 (the “2019 Annual Report”), as
filed with the Commission on February 10, 2020;
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(b)
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the Registrant’s
Quarterly Reports on Form 10-Q for the quarterly periods
ended March 29,
2020, June 28,
2020,
and September 27,
2020,
as filed with the Commission on April 29, 2020, July 29, 2020, and
October 28, 2020, respectively;
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(d)
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the description
of the Common Stock of the Registrant which is contained in the
Registration Statement on Form S-4 (No. 333-80213), filed
with the Commission on June 8, 1999, as updated by the
description of the Common Stock of the Registrant contained
in
Exhibit
4.9 to
the 2019 Annual Report, and as updated by any subsequent amendment
or report filed for the purpose of updating such description;
and
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(e)
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the annual report
on
Form
11-K filed by the 6.0 Plan for the
fiscal year ended December 31, 2019, as filed with the
Commission on June 18, 2020.
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In addition to
the foregoing, all documents filed by the Registrant and the 6.0
Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the filing of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
Notwithstanding
the foregoing, nothing in this Registration Statement shall be
deemed to incorporate (i) any information provided in
documents incorporated by reference herein that is described in
paragraph (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of
Regulation S-K promulgated by the Commission or Item 2.02 or
Item 7.01 of any Form 8-K, or that is otherwise furnished
under applicable Commission rules rather than filed, or
(ii) any exhibits to the extent furnished in connection with
such items.
Item 4.
Description of Securities
Not
applicable.
Item 5.
Interests of Named Experts and Counsel
The opinion of
counsel as to the legality of the securities that may be issued
under the 6.0 Plan is given by Gregory S. Gallopoulos, Senior Vice
President, General Counsel and Secretary of the Registrant. Mr.
Gallopoulos is an officer of the Registrant and a director and/or
officer of certain of its subsidiaries and beneficially owns shares
of Common Stock.
Item 6.
Indemnification of Directors and Officers
As of the date of
this filing, Section 145 of the Delaware General Corporation
Law (the “DGCL”)
provides in regard to indemnification of directors and officers as
follows:
§ 145.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.—
(a) A corporation
shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person’s conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person’s
conduct was unlawful.
(b) A corporation
shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys’ fees) actually and reasonably
incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) (1) To the
extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys’ fees) actually
and reasonably incurred by such person in connection therewith. For
indemnification with respect to any act or omission occurring after
December 31, 2020, references to “officer” for purposes of this
paragraphs (c)(1) and (2) of this section shall mean only a person
who at the time of such act or omission is deemed to have consented
to service by the delivery of process to the registered agent of
the corporation pursuant to § 3114(b) of Title 10 (for purposes of
this sentence only, treating residents of this State as if they
were nonresidents to apply § 3114(b) of Title 10 to this
sentence).
(2) The
corporation may indemnify any other person who is not a present or
former director or officer of the corporation against expenses
(including attorneys’ fees) actually and reasonably incurred by
such person to the extent he or she has been successful on the
merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this section, or in
defense of any claim, issue or matter therein.
(d) Any
indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a
director or officer of the corporation at the time of such
determination:
(1) By a
majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; or
(2) By a
committee of such directors designated by majority vote of such
directors, even though less than a quorum; or
(3) If there
are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion; or
(4) By the
stockholders.
(e) Expenses
(including attorneys’ fees) incurred by an officer or director of
the corporation in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such
expenses (including attorneys’ fees) incurred by former directors
and officers or other employees and agents of the corporation or by
persons serving at the request of the corporation as directors,
officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise may be so paid upon such
terms and conditions, if any, as the corporation deems
appropriate.
(f) The
indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification
or advancement of
expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in such person’s official capacity and as to action in
another capacity while holding such office. A right to
indemnification or to advancement of expenses arising under a
provision of the certificate of incorporation or a bylaw shall not
be eliminated or impaired by an amendment to or repeal or
elimination of the certificate of incorporation or the bylaws after
the occurrence of the act or omission that is the subject of the
civil, criminal, administrative or investigative action, suit or
proceeding for which indemnification or advancement of expenses is
sought, unless the provision in effect at the time of such act or
omission explicitly authorizes such elimination or impairment after
such action or omission has occurred.
(g) A corporation
shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person’s
status as such, whether or not the corporation would have the power
to indemnify such person against such liability under this
section.
(h) For purposes
of this section, references to “the corporation” shall include, in
addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes
of this section, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any
excise taxes assessed on a person with respect to any employee
benefit plan; and references to “serving at the request of the
corporation” shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner “not opposed to the best interests
of the corporation” as referred to in this section.
(j) The
indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
(k) The Court of
Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation’s obligation to advance expenses (including attorneys’
fees).
As of the date of
this filing, Section 102(b)(7) of the DGCL provides in regard
to the elimination of personal liability of directors as
follows:
(b) In addition
to the matters required to be set forth in the certificate of
incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the
following matters:
(7) A provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director: (i) For
any breach of the director’s duty of loyalty to the corporation or
its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law; (iii) under § 174 of this title; or (iv) for any
transaction from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the liability
of a director for any act or omission occurring prior to the date
when such provision becomes effective. An amendment, repeal or
elimination of such a provision shall not affect its application
with
respect to an act
or omission by a director occurring before such amendment, repeal
or elimination unless the provision provides otherwise at the time
of such act or omission. All references in this paragraph to a
director shall also be deemed to refer to such other person or
persons, if any, who, pursuant to a provision of the certificate of
incorporation in accordance with § 141(a) of this title, exercise
or perform any of the powers or duties otherwise conferred or
imposed upon the board of directors by this title.
The Registrant’s
Restated Certificate of Incorporation, effective October 6,
2004 (the “Certificate
of Incorporation”) includes a provision that
eliminates the personal liability of its directors for monetary
damages for breach of their fiduciary duty as directors to the
extent permitted by Section 102(b)(7) of the
DGCL.
In addition, as
permitted by Section 145 of the DGCL, the Certificate of
Incorporation provides in general that:
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To the extent not
inconsistent with Delaware law as in effect from time to time, the
Registrant shall indemnify current and former directors and
officers of the Registrant, and current and former directors and
officers of certain other corporations serving at the written
request of the Registrant, against any and all liability and
reasonable expense that may be incurred by such individuals in
connection with or resulting from any claim, action, suit or
proceeding by reason of the individual being or having been a
director or officer or by reason of any action taken or not taken
by the individual in his capacity as such, if such individual is
either wholly successful with respect thereto, or acted in good
faith in what he reasonably believed to be the best interests of
the Registrant or other relevant corporation and with respect to
any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.
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Every person
covered by the indemnification provision in the Certificate of
Incorporation who has been wholly successful with respect to any
claim, action, suit or proceeding shall be entitled to
indemnification. Every other person claiming indemnification shall
be entitled to indemnification only if special independent legal
counsel, other than regular counsel of the Registrant, or other
disinterested person or persons, in either case compensated by the
Registrant and selected by the Registrant’s Board of Directors (the
“Board”)
shall deliver to the Registrant their written finding that such
person has met the required standards of conduct.
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Expenses incurred
with respect to any claim, action, suit or proceeding may be
advanced by the Registrant prior to the final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to
repay such amount unless he is entitled to indemnification under
the Certificate of Incorporation.
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The rights of
indemnification provided by the Certificate of Incorporation are
not exclusive and the Board has the authority at any time to
approve the indemnification of directors and officers or other
persons to the full extent permitted by the provisions of the DGCL
at the time in effect, whether on account of past or future actions
or transactions.
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The Registrant
also maintains directors and officers insurance to insure such
persons against certain liabilities.
The foregoing
indemnification provisions may be sufficiently broad to permit
indemnification of the Registrant’s officers and directors for
liabilities (including reimbursement of expenses incurred) arising
under the Securities Act.
Item 7.
Exemption from Registration Claimed
Not
applicable.
Item 8.
Exhibits
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Exhibit Number
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Description
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Filed Herewith
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4.1
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X
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4.2
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4.3
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5.1
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X
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5.2
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X
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23.1
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X
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23.2
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X
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23.3
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X
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24.1
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X
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Item 9.
Undertakings
A. The
undersigned Registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
(a) To include
any prospectus required by Section 10(a)(3) of the Securities
Act;
(b) To reflect in
the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(c) To include
any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement;
Provided,
however, that paragraphs (A)(1)(a) and (A)(1)(b) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration
Statement.
(2) That, for the
purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
B. The
undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona
fide offering
thereof.
C. Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such
issue.
SIGNATURES
The
Registrant. Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reston,
Commonwealth of Virginia, on this 29th
day of October,
2020.
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GENERAL
DYNAMICS CORPORATION
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By:
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/s/ Gregory S.
Gallopoulos
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Gregory S.
Gallopoulos
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Senior Vice
President, General Counsel and Secretary
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The 6.0
Plan. Pursuant to the requirements
of the Securities Act of 1933, as amended, the persons who
administer the 6.0 Plan have duly caused this Registration
Statement to be signed on behalf of the 6.0 Plan by the
undersigned, thereunto duly authorized, in the City of Reston,
Commonwealth of Virginia, on this 29thday
of October, 2020.
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GENERAL DYNAMICS
CORPORATION
401(k) PLAN 6.0
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By:
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/s/ Randall
Miller
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Randall Miller
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Plan
Administrator
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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*
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Chairman, Chief
Executive Officer and Director (Principal Executive
Officer)
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October 29,
2020
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Phebe N.
Novakovic
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/s/ Jason W.
Aiken
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Senior Vice
President and Chief Financial Officer (Principal Financial
Officer)
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October 29,
2020
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Jason W. Aiken
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/s/ William A.
Moss
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Vice President
and Controller (Principal Accounting Officer)
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October 29,
2020
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William A. Moss
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*
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Director
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October 29,
2020
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James S. Crown
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*
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Director
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October 29,
2020
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Rudy F. deLeon
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*
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Director
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October 29,
2020
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Cecil D. Haney
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*
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Director
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October 29,
2020
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Mark M. Malcolm
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*
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Director
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October 29,
2020
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James N. Mattis
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*
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Director
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October 29,
2020
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C. Howard Nye
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*
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Director
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October 29,
2020
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William A.
Osborn
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*
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Director
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October 29,
2020
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Catherine B.
Reynolds
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*
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Director
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October 29,
2020
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Laura J.
Schumacher
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*
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Director
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October 29,
2020
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John G.
Stratton
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*
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Director
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October 29,
2020
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Peter A.
Wall
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*
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By the
undersigned pursuant to a Power of Attorney executed by the persons
identified above, which power of attorney has been filed as an
exhibit hereto and is incorporated herein by reference
thereto.
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By:
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/s/ Gregory S.
Gallopoulos
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Gregory S.
Gallopoulos
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Attorney-in-Fact
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