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The following is an excerpt from a S-4/A SEC Filing, filed by COLT DEFENSE LLC on 4/5/2011.
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COLT DEFENSE LLC - S-4/A - 20110405 - MANAGEMENT

 
MANAGEMENT
 
Officers and members of Governing Board
 
Set forth below is information concerning our executive officers and members of our Governing Board as of December 31, 2010.
 
             
Name
 
Age
 
Position
 
Gerald R. Dinkel
    64     Chief Executive Officer and Manager
Maj. Gen. James R. Battaglini, USMC (ret.)
    60     Executive Vice President, Business Development
Scott B. Flaherty
    45     Chief Financial Officer
J. Michael Magouirk
    49     Chief Operating Officer
Jeffrey G. Grody
    55     General Counsel and Secretary
Cynthia J. McNickle
    44     Chief Accounting Officer
Marc C. Baliotti
    40     Manager
Gen. the Lord Guthrie of Craigiebank
    71     Manager
Michael Holmes
    45     Manager
Lt. Gen. William M. Keys, USMC (ret.)
    73     Manager
Vincent Lu
    46     Manager
John P. Rigas
    47     Manager
Daniel J. Standen
    42     Manager
Gen. Gordon R. Sullivan, USA (ret.)
    73     Manager
Philip A. Wheeler
    68     Manager
 
Gerald R. Dinkel has been our Chief Executive Officer since October 2010 and a Manager since November 2010. Prior to joining our company, Mr. Dinkel served until April 2010 as President and Chief Executive Officer of White Electronic Designs Corporation, a Nasdaq-listed defense technology company acquired by Microsemi Corporation in April 2010. Prior to his service at White Electronics, Mr. Dinkel was a Senior Adviser with Washington DC-based Renaissance Strategic Advisors. From 2000 to 2007, he was President and Chief Executive Officer of Cubic Corporation’s defense segment. Before joining Cubic Corporation, Mr. Dinkel was an executive at Westinghouse Electronic Systems. Mr. Dinkel holds a Bachelor of Science degree in electrical engineering from the Rose-Hulman Institute of Technology in Indiana. Mr. Dinkel is qualified to serve as a Manager and member of our Governing Board due to his extensive experience working for defense contractors.
 
James R. Battaglini , Major General, United States Marine Corps (ret.), has been our Executive Vice President, Business Development since November 2008, before which he served as our Chief Operating Officer since August 2004. Prior to joining our company, he held various staff and leadership positions as an infantry officer in the United States Marine Corps for over 33 years, before retiring from active service in 2004. His leadership positions in the United States Marine Corps included: Commanding General, Third Marine Division in Okinawa, Japan from July 2001 until June 2002; Commanding General, 1st Marine Expeditionary Brigade/Deputy Commanding General, I Marine Expeditionary Force from July 1999 until July 2001; and Commanding General, Marine Corps Recruit Depot, Parris Island, South Carolina, from September 1997 until June 1999. In his last active duty assignment from June 2002 until August 2004, he served as Director, Expeditionary Warfare Division, Warfighting Requirements and Programs (N7), Navy Staff, Pentagon. Maj. General Battaglini is also a highly decorated Marine Officer whose awards include the Defense Superior Service Medal, the Legion of Merit with Gold Star, Bronze Star with Combat “V,” Meritorious Service Medal with three gold stars, Navy and Marine Corps Commendation Medal, Combat Action Ribbon, and various unit awards. Maj. General Battaglini received his BS degree from Mount Saint Mary’s College, Emmitsburg, Maryland in 1971 where he majored in accounting. He also earned Masters degrees in


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Management from Salve Regina Newport College in 1990 and in National Security and Strategic Studies from the Naval War College in 1991.
 
Scott B. Flaherty has been our Chief Financial Officer since October 2010. He served as our Chief Corporate Development Officer from May 2009 to October 2010. Prior to joining our company in 2009, Mr. Flaherty was a Managing Director at Banc of America Securities LLC where he ran the origination effort, within the equity capital markets group for various industry verticals. Prior to joining Banc of America Securities in 2001, Mr. Flaherty was an investment banker at Credit Suisse First Boston. He worked as an engineer at the Pratt and Whitney division of the United Technologies Corporation from 1987 to 1995. Mr. Flaherty received a BS from Worcester Polytechnic Institute and an MBA from the Leonard N. Stern School of Business at New York University.
 
J. Michael Magouirk has been our Senior Vice President, Operations and Chief Operating Officer since November 2008. He is responsible for the day-to-day operation of the Company, including maintaining quality and delivery performance. He joined Colt’s Manufacturing Company in April 2000 following his retirement from the U.S. Marine Corps, and joined Colt Defense upon the reorganization of our predecessor company in 2002. Mr. Magouirk’s initial position at our Company was as Executive Director of Human Resources and Labor Relations. In 2008, he was selected as an Industry Fellow by the Industrial College of the Armed Forces, a school for Senior Military Officers and other Executive Branch executives. Mr. Magouirk graduated from that program as a Distinguished Graduate with an M.S. in National Resource Strategy. Mr. Magouirk enlisted in the U.S. Marine Corps in February 1980 and was commissioned a Warrant Officer in 1989 until his retirement in 2000. Mr. Magouirk also holds a BS/BA in Management from East Carolina University and an MS/BA from Boston University.
 
Jeffrey G. Grody has been our General Counsel since September 2005 and our Secretary since November 2010. Prior to joining our company in 2005, Mr. Grody was a partner at the law firm of Day, Berry & Howard LLP, where he chaired the 35-lawyer Business Law Department. Mr. Grody began practicing law in Hartford, Connecticut after graduating from Columbia Law School in 1980 and Princeton University, magna cum laude, in 1977. He is a member of the Connecticut bar.
 
Cynthia J, McNickle has been our Chief Accounting Officer since November 2010. Prior to joining our Company, Ms. McNickle was the Corporate Controller and Secretary of Axsys Technologies, Inc., a Nasdaq-listed defense technology company which was acquired by General Dynamics. Prior to joining Axsys Technologies in 2000, Ms. McNickle held various positions at The Hartford Life Company, Aetna Insurance, Black & Decker and Kostin, Ruffkess & Co, CPAs. Ms. McNickle is a Certified Public Account and received her Bachelor of Science and her Masters of Business Administration from the University of Connecticut.
 
Marc C. Baliotti has been a Manager of Colt since 2009. He is a Managing Director of GSO Capital Partners, the credit investment business of The Blackstone Group, and focuses on investing in middle market private equity and private debt. Mr. Baliotti joined GSO Capital in 2005 and, prior to that, he was a Principal of AIG Highstar Capital. Before he joined AIG Highstar, Mr. Baliotti worked at DLJ Merchant Banking Partners and for one of its portfolio companies, Advanstar Communications. Mr. Baliotti graduated, With Distinction, from the U.S. Naval Academy with a BS in Economics. He received an MBA from Villanova University while on active duty in the U.S. Navy. Mr. Baliotti is qualified to serve as a Manager and member of our Governing Board due to his experience with private equity backed middle market companies and the credit markets.
 
Lord Guthrie of Craigiebank , General (ret.), has been a Manager of Colt since December 2004. In addition to serving on our Governing Board, he also serves as a nonexecutive Director of N.M. Rothschild & Sons, a merchant bank, and Favermead, Ltd., a property management company, both headquartered in London, England. He is currently Colonel of the Life Guards, Gold Stick to Her Majesty Queen Elizabeth II and Colonel Commandant of the Special Air Service, or SAS. He served the Welsh Guard and the SAS throughout Europe, Malaysia and East Africa for over 40 years. Apart from holding several senior staff appointments and commanderships, he was Chief of the Defense Staff and the Principal Military Advisor to two U.K. prime ministers and three U.K. Secretaries of State for Defense. He retired from the British Army in 2001.


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Lord Guthrie is qualified to serve as a Manager and member of our Governing Board due to his extensive experience with the British Armed Services.
 
Michael Holmes has been a Manager of Colt since 2008 and has been a Colt employee since 1991. Currently, Mr. Holmes is the Shop Chairman of the UAW, which represents our West Hartford workforce. Mr. Holmes has been an active member of the UAW throughout his career at our Company and has served the UAW in several capacities, including two terms as a “top committee” member and service on the Joint Training, and Sub-Contracting Committees. He has also served as a Department Steward and has participated in past negotiations over UAW’s collective bargaining agreement. Mr. Holmes is qualified to serve as a Manager and member of our Governing Board due to his leadership position with the Company’s union and by virtue of his designation by the union as its representative on the Company’s Governing Board pursuant to the Company’s limited liability company agreement.
 
William M. Keys , Lieutenant General, United States Marine Corps (ret.), was our President and Chief Executive Officer and Manager from 2002 to October 2010, when he retired as President and Chief Executive Officer, and has served since December 1999 as President, Chief Executive Officer and Director of Colt’s Manufacturing. During his 34-year career as a U.S. Marine Corps Infantry officer, he served two tours in Vietnam and commanded at every level of operational command from platoon to division. Lt. General Keys is a highly decorated Marine officer who was awarded numerous medals and citations, including the Navy Cross, Distinguished Service Medal/1*, Defense Distinguished Service Medal, Silver Star Medal, Legion of Merit with Combat, Bronze Star with Combat “V,” Defense Meritorious Service Medal, Combat Action Ribbon, Presidential Unit Citation, Navy Unit Commendation, Meritorious Unit Commendation, National Defense Service Medal, Vietnam Service Medal with four bronze stars, Republic of Vietnam Cross of Gallantry with Palm and Silver Star, Republic of Vietnam Armed Forces Honor Medal (First Class), Republic of Vietnam Meritorious Unit Citation (Gallantry Cross Color), Republic of Vietnam Meritorious Unit Citation (Civil Actions Color), and the Republic of Vietnam Campaign Medal. He served as the Commanding General, 2d Marine Division, during Desert Storm. His last active duty assignment was as the Commanding General, Marine Forces Atlantic with Command of all Operational Forces of Fleet Marine Forces Atlantic, II Marine Expeditionary Force, Camp Lejeune, North Carolina and the Component Commander of all Marine forces in Europe and Central and South America. Lt. General Keys graduated from the U.S. Naval Academy with a BS degree in June 1960. He also earned an MS degree in Management/Business from American University in 1972 and received an Honorary Doctorate for his service in Desert Storm from Washington and Jefferson College in 1991. Mr. Keys is qualified to serve as a Manager and member of our Governing Board due to his lengthy experience in the United States Marine Corps and his tenure as the Company’s Chief Executive Officer.
 
Vincent Lu has been a Manager of Colt since 2009.  He is a Managing Director of GSO Capital Partners, the credit investment business of The Blackstone Group. Mr. Lu joined Blackstone in 2001 and prior to that, worked in the investment banking and leveraged finance groups at J.P. Morgan and Warburg Dillon Read. Mr. Lu received a joint BS/BA degree from Duke University, where he graduated magna cum laude and was elected to Phi Beta Kappa, and received an MBA from the Wharton School of the University of Pennsylvania, where he graduated as a Palmer Scholar. Mr. Lu is qualified to serve as a Manager and member of our Governing Board due to his experience with private equity backed middle market companies and the credit markets.
 
John P. Rigas has been a Manager of Colt since 2003.  He is the Chairman and Chief Executive Officer of Sciens Capital Management, an alternative asset management firm headquartered in New York City. He has been employed as an executive of Sciens Capital Management or its predecessors since 1988. Prior to 1988, he was an analyst at E.F. Hutton & Company. Mr. Rigas is qualified to serve as a Manager and member of our Governing Board due to his seventeen years of experience with the Company as an owner and director and his experience with the private equity and debt markets, particularly for companies in the defense industry.
 
Daniel J. Standen has been a Manager of Colt since 2007. He has been a partner of Sciens Capital Management, an alternative asset management firm headquartered in New York City, since 2000. He has been employed as an executive of Sciens Capital Management or its predecessors since 1999. Prior to 1999, he was


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an associate in the Mergers & Acquisition/Capital Markets group of Clifford Chance LLP. Mr. Standen received JD and LLM degrees from Duke University School of Law and a BA from New York University. Mr. Standen is qualified to serve as a Manager and member of our Governing Board due to his fifteen years of experience with the Company and his experience with the private equity and debt markets.
 
Gordon R. Sullivan, General, United States Army (ret.), has been a Manager of Colt since April 2005. He has been President of the Association of the United States Army since 1998. He has also served as a Director of Newell Rubbermaid Inc., a manufacturer of consumer products, since March 2005, Shell Oil Company U.S., a petroleum company, from 1995 to March 2005, Electronic Warfare Associates, Inc., an information technology company, since November 2002, and the Institute for Defense Analyses, an institute providing analysis on national security issues, since October 2001. From 1995 through 1997, he served as President of Coleman Federal, a division of Coleman Research Corporation (a subsidiary of Thermo Electron Corporation), a systems engineering company. From 1991 through 1995, he served as the 32nd Chief of Staff of the United States Army and as a member of the Joint Chiefs of Staff. Prior thereto, he served as Vice Chief of Staff and Deputy Chief of Staff for Operations and Plans of the United States Army. General Sullivan is a highly decorated Army officer who was awarded numerous medals and citations, including the Purple Heart, the Legion of Merit, the Distinguished Service Medal, the Defense Distinguished Service Medal, the Combat Infantryman Badge, the Bronze Star, the Army Commendation Medal, and the Army Achievement Medal. General Sullivan graduated from Norwich University with a BA degree in 1959. He also earned an MA degree in Political Science in 1974 from the University of New Hampshire. Mr. Sullivan is qualified to serve as a Manager and member of our Governing Board due to his extensive background in the United States Army and his experience on other boards of directors.
 
Philip A. Wheeler has been a Manager of Colt since 2003. A Colt employee from 1964 until 2006, Mr. Wheeler has been active in union affairs throughout his career, starting as a steward in Local 376 of the United Auto Workers. He was elected shop chairman from 1967 and President of Local 376 in 1969. In 1986, he was appointed assistant director of Region 9A of the UAW, which covers New England, part of New York (including New York City) and Puerto Rico. From 1989 until 2006, he served as a Director of Region 9A of the UAW. He currently serves as President of Citizens for Economic Opportunity and volunteers on the campaign for Universal Health Care. Mr. Wheeler is qualified to serve as a Manager and member of our Governing Board due to his extensive history with the Company, as an employee and director, and by virtue of his designation by the union pursuant to our limited liability company agreement.
 
COMPENSATION DISCUSSION AND ANALYSIS
 
Introduction
 
The following discusses the executive compensation programs of Colt Defense, and the compensation of the Named Executive Officers for 2010. As used herein, the term “Named Executive Officers” refers to:
 
  •  Gerald R. Dinkel, President and Chief Executive Office since October 2010 (1)
 
  •  Lt. General William M. Keys, USMC (ret.), President and Chief Executive Officer from 2002 through October 2010(1)
 
  •  Scott B. Flaherty, Sr. VP and Chief Financial Officer since October 2010 (2)
 
  •  John A. Krichavsky, Sr. VP and Chief Financial Officer from May 3, 2007 through April 2010 (2)
 
  •  David A. Almeida, Chief Financial Officer from April 2010 through October 2010(2)
 
  •  Jeffrey G. Grody, Sr. VP and General Counsel since September 6, 2005
 
  •  Maj. General James R. Battaglini (ret.), Executive VP, Business Development since November 2008
 
  •  J. Michael Magouirk, Sr. VP of Operations and COO since November 2008


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(1) Lt. General Keys served as CEO until October 11, 2010 when Gerald R. Dinkel was appointed President and Chief Executive Officer. Lt. General Keys remained with Colt Defense in an advisory capacity until December 31, 2010 and he continues as a Manager.
 
(2) Mr. Krichavsky served as the Chief Financial Officer of Colt Defense until April 28, 2010 and voluntarily terminated his employment with Colt Defense on July 2, 2010. From April 28, 2010 until the termination of employment on July 2, 2010, Mr. Krichavsky was employed by Colt Defense as an advisor. David Almeida was hired on April 28, 2010 as the new Chief Financial Officer of Colt Defense. Mr. Almeida voluntarily terminated his employment with Colt Defense on October 15, 2010 and upon his resignation, the duties of Chief Financial Officer were assumed by Scott Flaherty on an interim basis. Mr. Flaherty was subsequently appointed Chief Financial Officer by the Governing Board of Directors in October 2010.
 
Compensation Program Objectives and Philosophy
 
The primary objective of the management compensation program has been to attract and retain highly qualified executive officers with the backgrounds, experience and skills necessary to successfully manage our business and to present our company and its products credibly to military and law enforcement customers worldwide. In support of these objectives, we:
 
  •  have sought to provide a total compensation package that is competitive with other companies in our industry and other companies of a similar size, based on institutional knowledge of our industry and informal research regarding the compensation practices typical of our industry and companies of similar size;
 
  •  evaluate and reward executive officers based on dynamic factors such as whether they are willing and able to accept and meet challenges and to work as a team to achieve corporate objectives; and
 
  •  reward all employees with cash bonuses when warranted by the company’s annual performance in order to more completely align individual performance with shareholders’ objectives.
 
Compensation-Setting Process
 
The compensation committee of Colt Defense (the “Compensation Committee”) annually determines the compensation of the Chief Executive Officer and, upon hiring, the initial compensation of the Chief Financial Officer. Currently, annual increases of the Chief Financial Officer and our other Named Officers are at the discretion of the Chief Executive Officer. The Compensation Committee consists of non-independent Directors.
 
In 2011, the Compensation Committee will evaluate the percentage mix of compensation components that they believe are appropriate for each of the executive officers, using their judgment and experience. The Compensation Committee will have responsibility for oversight and review of our total compensation strategy, taking into consideration existing company-wide benefit plans, and will have responsibility for certain executive benefit plans, including administering the annual cash bonus incentive compensation plan; determining the compensation for the Chief Executive Officer and reviewing and approving the compensation for the Chief Financial Officer and others including the Named Executive Officers.
 
The Compensation Committee will review, on at least an annual basis, the appropriateness and effectiveness of the compensation processes and programs. The Compensation Committee will approve, on an annual basis, target award opportunities and performance criteria to be utilized in the annual cash bonus incentive compensation plan. In addition, the Compensation Committee will consider, on an annual basis and subject to periodic review, discretionary bonuses, equity-based awards and long-term incentive plans. The Compensation Committee will informally consider competitive market practices with respect to the compensation of our executive officers. It will review the market practices by speaking, as warranted, to compensation professionals and recruitment agencies and by reviewing annual reports and other available information of other companies within our industry and companies of a similar size. In addition, the Compensation Committee will have the authority to engage outside compensation and benefits consultants to make recommendations relating to the overall compensation philosophy, comparable base salary levels, short-term and long-term incentive compensation plans, appropriate performance parameters for such plans, and related compensation matters.


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Components of Compensation
 
The compensation programs consist of the following components, each of which are summarized below (although individuals may not be eligible for each component):
 
  •  Annual base salary
 
  •  Annual cash bonus incentive compensation
 
  •  Equity incentive awards
 
  •  Pension and retirement benefits
 
  •  Severance benefits
 
  •  Perquisites and other benefits
 
Annual Base Salary
 
Base salary is used to attract and retain highly qualified executive officers. Base salary is designed to be competitive by position relative to the marketplace and to recognize the experience, skills, knowledge and responsibilities required of the executive officers in their roles. When establishing base salaries for the Named Executive Officers, the Compensation Committee and/or the Chief Executive Officer (other than for himself) consider a number of factors including the seniority of the individual, the individual’s prior salary, the functional role of the position, and the level of the Named Executive Officer’s responsibility. Base salaries are reviewed on an annual basis, as well as at the time of promotion or other changes in responsibilities. The leading factors in determining increases in base salary include the employment market for senior executives with similar levels of experience and skills, attainment of corporate and individual goals and objectives for the prior year, and our ability to replace the Named Executive Officer with an individual with similar skills and experience.
 
Annual Cash Bonus Incentive Compensation
 
During 2010, the annual cash bonus incentive compensation plan was discretionary in nature. Commencing with fiscal year 2011, each year, the Compensation Committee will consider whether to adopt an annual cash bonus incentive compensation plan for executive officers, including the Named Executive Officers, and certain other employees based on the budgeted performance and other financial and non-financial targets of Colt Defense. The annual cash bonus incentive compensation plan is designed as a retention tool and to reward participating individuals for outstanding individual and corporate achievement for the year. For the fiscal year ending December 31, 2010, Mr. Magouirk was the only Named Executive Officer to receive a discretionary bonus. Mr. Magouirk received his bonus due to his efforts during the year to minimize effects of the downturn in M4 production during 2010 while also leading the production transition of new products, specifically the M240 and M249 barrel projects.
 
Equity Incentive Awards
 
At the time of our formation as an independent company in 2003, we issued options to the Chief Executive Officer and certain other members of management to better align their personal interests with the creation of enterprise value for members. Our membership interests have been relatively illiquid and liquidity events have occurred irregularly, so we have viewed management equity incentives as one of our tools for retaining key management, particularly the chief executive officer. We also have issued options in connection with certain management hires in order to recruit the individuals in question. All options we have issued to management have been exercised or have lapsed. As of December 31, 2010, there were no outstanding options. The Compensation Committee is in the process of developing a new Long Term Incentive Award Plan as a retention tool, to use as an additional incentive during the recruiting process and to better align the interests of management with the creation of long-term value for members.


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Pension and Retirement Benefits
 
Defined Benefit Plans
 
The Colt Defense Retirement Plan (the “Retirement Plan”) was established effective November 4, 2002 to provide retirement income and survivor benefits to Colt Defense’s employees and their beneficiaries through a tax-qualified program. Pension benefits under the Retirement Plan are limited in accordance with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), governing tax-qualified pension plans. Colt Defense approved an amendment to freeze benefit accruals under the Pension Plans as of December 31, 2008 (the “Freeze Date”). Years of Credited Service (as defined in the Retirement Plan) for benefit accrual will not be considered after the Freeze Date. However, Interest Credits will continue to accumulate on each Participant’s Account Balance (as defined in the Retirement Plan) after the Freeze Date. Executive Officers participating in the Plan are Lt. General Keys, Maj. General Battaglini, Mr. Grody, Mr. Krichavsky and Mr. Magouirk.
 
Defined Contribution Plan
 
Colt Defense maintains the Colt Defense 401(k) Plan (the “401K Plan”), a qualified defined contribution plan for non-union employees, pursuant to which employees may contribute pre-tax dollars to a qualified plan where employer will match 50% of tax-deferred contributions up to 6% of eligible compensation.
 
Severance Benefits
 
Colt Defense has entered into employment or severance agreements with the Named Executive Officers. The agreements provide for the payment of severance benefits to the Named Executive Officers under specified circumstances. In entering into these agreements, the company considered (1) the benefit of receiving confidentiality, non-competition and non-solicitation protections post-termination for a reasonable and measurable cost and (2) an estimated length of time for an individual to find comparable employment at a similar level. The amount and type of benefits under the agreements are described below under “— Potential Payments upon Termination or Change in Control.”
 
Perquisites and Other Benefits
 
Living and Commuting Expenses Reimbursement
 
Colt Defense provided basic living and commuting expenses and income tax gross-ups with respect to such expenses for Mr. Dinkel, Lt. General Keys and Maj. General Battaglini. The expenses for Mr. Dinkel, Lt. General Keys and Maj. General Battaglini were incurred in connection with their fulfillment of duties and responsibilities, primarily with respect to the corporate offices in West Hartford, Connecticut. The primary residence for Mr. Dinkel and Lt. General Keys are outside of the state of Connecticut. They were required to commute to the corporate office in West Hartford, Connecticut in connection with the fulfillment of their duties and responsibilities as Chief Executive Officer. At the time of hire, the primary residence for Maj. General Battaglini was outside of the state of Connecticut. He was required to maintain a residence near the corporate office in Connecticut in connection with the fulfillment of his duties and responsibilities as Executive Vice President. Living and Commuting Expense Reimbursement were utilized as an incentive during the recruiting and hiring process for Mr. Dinkel, Lt. General Keys and Maj. General Battaglini.
 
Mr. Magouirk received Living and Commuting Expense Reimbursement in 2008 while attending the Industrial College of the Armed Forces. Mr. Magouirk was selected as an Industry Fellow and attended the course at the direction of Colt Defense. While his primary residence remained near the corporate office, he was required to attain suitable housing while attending the course of instruction in Washington DC.
 
See the footnotes in the “Summary Compensation Table” for the amounts, including tax gross-up amounts, of these costs for Executive Officers listed above receiving these benefits.


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