UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2009
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-2960
(Commission
File Number)
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72-1123385
(IRS Employer
Identification No.)
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2700 Research Forest Drive, Suite 100
The Woodlands, TX
(Address of principal executive offices)
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77381
(Zip Code)
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Registrant’s telephone number, including area code:
(281) 362-6800
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensating Arrangements of Certain Officers.
On April 20, 2009, the executive management of Newpark Resources, Inc. (the “Company”)
voluntarily agreed to a ten percent (10%) reduction in their base salary for the period from May 1,
2009 until December 31, 2009 (the “Temporary Reduction Period”). Included in the group of people
undertaking the salary reduction are the individuals identified in the following table which also
sets forth, for each officer, their existing base salary (the “Existing Base Salary”) and their
reduced base salary (the “Reduced Base Salary”).
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Executive/Title
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Existing Base Salary
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Reduced Base Salary
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Paul L. Howes,
President and
Chief Executive Officer
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$486,000
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$437,400
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James E. Braun,
Vice
President and
Chief
Financial Officer
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$298,920
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$269,028
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Bruce C. Smith,
Vice
President of Newpark and
President of Fluids Systems
and Engineering
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$337,050
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$303,345
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Mark J. Airola,
Vice
President, General Counsel,
Chief Administrative Officer
and Secretary
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$291,040
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$261,936
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William D. Moss,
Vice
President of Newpark and
President of Mats and
Integrated Services
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$270,000
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$243,000
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Samuel L. Cooper,
Vice
President of Newpark and
President of Environmental
Services
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$210,000
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$189,000
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In connection with the temporary salary reduction, each of the executive officers listed
above, with the approval of the Compensation Committee of the Company’s Board of Directors (and
with respect to Mr. Howes, the independent members of the Board of Directors), entered into
substantially similar amendments to their respective employment agreements (the “Amendments”) to
reflect the temporary salary decrease.
The actual salary paid in 2009 (as reduced pursuant the Amendments) will be used for purposes
of determining bonuses payable to the executive management, if any, under the 2003 Executive
Incentive Compensation Plan (annual cash bonus plan). Notwithstanding the temporary reduction in
the base salary, for purposes of calculating any severance payment or payments upon a change in
control which may become payable during the Temporary Reduction
Period in accordance with each respective employment agreement or other agreement between the
Company and Messrs. Howes, Braun, Smith Airola, Moss and Cooper, such payments will continue to be
based upon the Existing Base Salary. Except as modified by the respective Amendments, the
employment agreements otherwise remain in effect.
The foregoing description of the Amendments is qualified in its entirety by reference to the
full text of the Amendments, copies of which are attached hereto as exhibits and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Amendment to Amended and Restated Employment Agreement dated
as of April 20, 2009, between Newpark Resources, Inc. and Paul
L. Howes.
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10.2
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Amendment to Employment Agreement dated as of April 21, 2009,
between Newpark Resources, Inc. and James E. Braun.
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10.3
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Amendment to Employment Agreement dated as of April 22, 2009,
between Newpark Resources, Inc. and Bruce C. Smith.
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10.4
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Amendment to Employment Agreement dated as of April 22, 2009,
between Newpark Resources, Inc. and Mark J. Airola.
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10.5
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Amendment to Employment Agreement dated as of April 23, 2009,
between Newpark Resources, Inc. and William D. Moss.
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10.6
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Amendment to Employment Agreement dated as of April 22, 2009,
between Newpark Resources, Inc. and Samuel L. Cooper.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEWPARK RESOURCES, INC.
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Dated: April 23, 2009
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By:
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/s/ James E. Braun
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James E. Braun, Vice President and Chief
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Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Amendment to Amended and Restated Employment Agreement dated
as of April 20, 2009, between Newpark Resources, Inc. and Paul
L. Howes.
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10.2
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Amendment to Employment Agreement dated as of April 21, 2009,
between Newpark Resources, Inc. and James E. Braun.
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10.3
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Amendment to Employment Agreement dated as of April 22, 2009,
between Newpark Resources, Inc. and Bruce C. Smith.
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10.4
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Amendment to Employment Agreement dated as of April 22, 2009,
between Newpark Resources, Inc. and Mark J. Airola.
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10.5
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Amendment to Employment Agreement dated as of April 23, 2009,
between Newpark Resources, Inc. and William D. Moss.
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10.6
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Amendment to Employment Agreement dated as of April 22, 2009,
between Newpark Resources, Inc. and Samuel L. Cooper.
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Exhibit 10.1
Amendment to Amended and Restated Employment Agreement Between
Paul L. Howes and Newpark Resources, Inc.
This is an Amendment to the Amended and Restated Employment Agreement entered into between Paul L.
Howes (“Executive”) and Newpark Resources, Inc. (“Company”) effective December 31, 2008
(“Employment Agreement”).
Due to the current economic situation, Executive and the Company mutually agree that Executive’s
current annualized Base Salary of Four Hundred Thousand Eighty-Six Dollars and No Cents
($486,000.00) set forth in Section 1.2(a) of Executive’s Employment Agreement will be reduced by
ten percent (10%) to Four Hundred Thirty-Seven Thousand Four Hundred Dollars and No Cents
($437,400.00). This 10% reduction to Executive’s annualized Base Salary will take effect on May 1,
2009, and will continue in effect through December 31, 2009. Beginning on January 1, 2010,
Executive’s annualized Base Salary will be Four Hundred Thousand Eighty-Six Dollars and No Cents
($486,000.00).
Executive’s Base Salary for purposes of calculating payments under the 2003 Executive Incentive
Compensation Plan (“EICP”) as described in Section 1.2(b) of the Employment Agreement will likewise
be adjusted for the period May 1, 2009 through December 31, 2009 to reflect this 10% reduction in
Executive’s annualized Base Salary.
Executive and the Company agree that this 10% reduction in Executive’s annualized Base Salary and
the corresponding adjustment to Executive’s incentive compensation under the EICP are being made
with the full knowledge and consent of Executive. Executive and the Company further agree that
this 10% reduction in Executive’s annualized Base Salary and the corresponding adjustment to
Executive’s incentive compensation under the EICP do not constitute “Good Reason” for termination
by Executive, as defined in Section 2.3, 2.7, and 3.10(b) of the Employment Agreement, or a
termination by the Company.
Executive and the Company agree that if Executive’s employment is terminated at any time between
May 1, 2009 and December 31, 2009 pursuant to Section 2.3 of Executive’s Employment Agreement,
Executive’s payment provided for in Section 2.3(b)(i) and the calculation of the “Performance
Target” set forth in Section 2.3(b)(ii) will be based upon Executive’s $486,000.00 annualized Base
Salary and not on Executive’s Base Salary at the time of termination of $437,400.00.
Executive and the Company agree that if Executive’s employment is terminated at any time between
May 1, 2009 and December 31, 2009 pursuant to Section 2.7 of Executive’s Employment Agreement,
Executive’s payment provided for in Section 2.7(a)(i) and the calculation of the “Performance
Target” set forth in Section 2.7(a)(ii) will be based upon Executive’s $486,000.00 annualized Base
Salary and not on Executive’s Base Salary at the time of termination of $437,400.00.
All other terms and provisions in the Employment Agreement remain unchanged and in full force and
effect.
Amendment to Amended and Restated Employment Agreement Between
Paul L. Howes and Newpark Resources, Inc.
AGREED and ACCEPTED on this 20
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day of April, 2009.
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/s/ Paul L. Howes
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Paul L. Howes (Executive)
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/s/ Jerry Box
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Jerry Box
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Board Chairman
Newpark Resources, Inc.
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Exhibit 10.2
Amendment to Employment Agreement between
James E. Braun and Newpark Resources, Inc.
This is an Amendment to the Employment Agreement entered into between James E. Braun (“Executive”)
and Newpark Resources, Inc. (“Company”) effective September 18, 2006 (“Employment Agreement”).
Due to the current economic situation, Executive and the Company mutually agree that Executive’s
current annualized Base Salary of Two Hundred Ninety-Eight Thousand Nine Hundred Twenty Dollars and
No Cents ($298,920.00) set forth in Section 1.2(a) of Executive’s Employment Agreement, as
increased by the Company, will be reduced by ten percent (10%) to Two Hundred Sixty-Nine Thousand
Twenty-Eight Dollars and No Cents ($269,028.00). This 10% reduction to Executive’s annualized Base
Salary will take effect on May 1, 2009, and will continue in effect until the expiration of the
Initial Term (as defined in the Employment Agreement), or, if the Employment Agreement is renewed,
through December 31, 2009. Beginning on January 1, 2010, Executive’s annualized Base Salary will
be Two Hundred Ninety-Eight Thousand Nine Hundred Twenty Dollars and No Cents ($298,920.00).
Executive’s Base Salary for purposes of calculating payments under the 2003 Executive Incentive
Compensation Plan (“EICP”) as described in Section 1.2(c) of the Employment Agreement will likewise
be adjusted for the period May 1, 2009 through December 31, 2009 to reflect this 10% reduction in
Executive’s annualized Base Salary.
Executive and the Company agree that this 10% reduction in Executive’s annualized Base Salary and
the corresponding adjustment to Executive’s incentive compensation under the EICP are being made
with the full knowledge and consent of Executive. Executive and the Company further agree that
this 10% reduction in Executive’s annualized Base Salary and the corresponding adjustment to
Executive’s incentive compensation under the EICP do not constitute “Good Reason” for termination
by Executive, as defined in Section 2.3 and 3.10(b) of the Employment Agreement, or a termination
by the Company.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.3 of Executive’s Employment Agreement, Executive’s
“lump sum payment” provided for in Section 2.3(i)(A) or 2.3(i)(B) will be calculated based upon
Executive’s $298,920.00 annualized Base Salary and not on Executive’s “current annual Base Salary”
of $269,028.00.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.2 of Executive’s Change in Control Agreement with the
Company dated January 7, 2008 as a result of a Change in Control (as defined in Executive’s Change
in Control Agreement) or a Potential Change in Control (as defined in Executive’s Change in Control
Agreement), Executive’s Termination Benefit provided for in Section 3.3 and Annex A of the Change
in Control Agreement will be calculated based upon Executive’s $298,920.00 annualized Base Salary
and not on Executive’s base salary at the time of termination of $269,028.00.
All other terms and provisions in the Employment Agreement and the Change in Control Agreement
remain unchanged and in full force and effect.
Amendment to Employment Agreement between
James E. Braun and Newpark Resources, Inc.
AGREED and ACCEPTED on this 21
st
day of April, 2009.
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/s/ James E. Braun
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James E. Braun (Executive)
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/s/ Paul L. Howes
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President & Chief Executive
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Newpark Resources, Inc.
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Exhibit 10.3
Amendment to Employment Agreement between
Bruce Smith and Newpark Resources, Inc.
This is an Amendment to the Employment Agreement entered into between Bruce Smith (“Executive”) and
Newpark Resources, Inc. (“Company”) effective April 20, 2007 (“Employment Agreement”).
Due to the current economic situation, Executive and the Company mutually agree that Executive’s
current annualized Base Salary of Three Hundred Thirty-Seven Thousand Fifty Dollars and No Cents
($337,050.00) set forth in Section 1.2(a) of Executive’s Employment Agreement, as increased by the
Company, will be reduced by ten percent (10%) to Three Hundred and Three Thousand Three Hundred
Forty-Five Dollars and No Cents ($303,345.00). This 10% reduction to Executive’s annualized Base
Salary will take effect on May 1, 2009, and will continue in effect through December 31, 2009.
Beginning on January 1, 2010, Executive’s annualized Base Salary will be Three Hundred Thirty-Seven
Thousand Fifty Dollars and No Cents ($337,050.00).
Executive’s Base Salary for purposes of calculating payments under the 2003 Executive Incentive
Compensation Plan (“EICP”) as described in Section 1.2(c) of the Employment Agreement will likewise
be adjusted for the period May 1, 2009 through December 31, 2009 to reflect this 10% reduction in
Executive’s annualized Base Salary.
Executive and the Company agree that this 10% reduction in Executive’s annualized Base Salary and
the corresponding adjustment to Executive’s incentive compensation under the EICP are being made
with the full knowledge and consent of Executive. Executive and the Company further agree that
this 10% reduction in Executive’s annualized Base Salary and the corresponding adjustment to
Executive’s incentive compensation under the EICP do not constitute “Good Reason” for termination
by Executive, as defined in Section 2.3 and 3.10(b) of the Employment Agreement, or a termination
by the Company.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.3 of Executive’s Employment Agreement, Executive’s
“lump sum payment” provided for in Section 2.3(i)(A) or 2.3(i)(B) will be calculated based upon
Executive’s $337,050.00 annualized Base Salary and not on Executive’s “current annual Base Salary”
of $303,345.00.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.2 of Executive’s Change in Control Agreement with the
Company dated January 7, 2008 as a result of a Change in Control (as defined in Executive’s Change
in Control Agreement) or a Potential Change in Control (as defined in Executive’s Change in Control
Agreement), Executive’s Termination Benefit provided for in Section 3.3 and Annex A of the Change
in Control Agreement will be calculated based upon Executive’s $337,050.00 annualized Base Salary
and not on Executive’s base salary at the time of termination of $303,345.00.
All other terms and provisions in the Employment Agreement and the Change in Control Agreement
remain unchanged and in full force and effect.
Amendment to Employment Agreement between
Bruce Smith and Newpark Resources, Inc.
AGREED and ACCEPTED on this 22
nd
day of April, 2009.
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/s/ Bruce Smith
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Bruce Smith (Executive)
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/s/ Paul L. Howes
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Paul L. Howes
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President & Chief Executive
Newpark Resources, Inc.
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Exhibit 10.4
Amendment to Employment Agreement between
Mark Airola and Newpark Resources, Inc.
This is an Amendment to the Employment Agreement entered into between Mark Airola (“Executive”) and
Newpark Resources, Inc. (“Company”) effective September 18, 2006 (“Employment Agreement”).
Due to the current economic situation, Executive and the Company mutually agree that Executive’s
current annualized Base Salary of Two Hundred Ninety-One Thousand Forty Dollars and No Cents
($291,040.00) set forth in Section 1.2(a) of Executive’s Employment Agreement, as increased by the
Company, will be reduced by ten percent (10%) to Two Hundred Sixty-One Thousand Nine Hundred
Thirty-Six Dollars and No Cents ($261,936.00). This 10% reduction to Executive’s annualized Base
Salary will take effect on May 1, 2009, and will continue in effect until the expiration of the
Initial Term (as defined in the Employment Agreement), or, if the Employment Agreement is renewed,
through December 31, 2009. Beginning on January 1, 2010, Executive’s annualized Base Salary will
be Two Hundred Ninety-One Thousand Forty Dollars and No Cents ($291,040.00).
Executive’s Base Salary for purposes of calculating payments under the 2003 Executive Incentive
Compensation Plan (“EICP”) as described in Section 1.2(c) of the Employment Agreement will likewise
be adjusted for the period May 1, 2009 through December 31, 2009 to reflect this 10% reduction in
Executive’s annualized Base Salary.
Executive and the Company agree that this 10% reduction in Executive’s annualized Base Salary and
the corresponding adjustment to Executive’s incentive compensation under the EICP are being made
with the full knowledge and consent of Executive. Executive and the Company further agree that
this 10% reduction in Executive’s annualized Base Salary and the corresponding adjustment to
Executive’s incentive compensation under the EICP do not constitute “Good Reason” for termination
by Executive, as defined in Section 2.3 and 3.10(b) of the Employment Agreement, or a termination
by the Company.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.3 of Executive’s Employment Agreement, Executive’s
“lump sum payment” provided for in Section 2.3(i)(A) or 2.3(i)(B) will be calculated based upon
Executive’s $291,040.00 annualized Base Salary and not on Executive’s “current annual Base Salary”
of $261,936.00.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.2 of Executive’s Change in Control Agreement with the
Company dated January 7, 2008 as a result of a Change in Control (as defined in Executive’s Change
in Control Agreement) or a Potential Change in Control (as defined in Executive’s Change in Control
Agreement), Executive’s Termination Benefit provided for in Section 3.3 and Annex A of the Change
in Control Agreement will be calculated
based upon Executive’s $291,040.00 annualized Base Salary and not on Executive’s base salary at the
time of termination of $261,936.00.
All other terms and provisions in the Employment Agreement and the Change in Control Agreement
remain unchanged and in full force and effect.
Amendment to Employment Agreement between
Mark Airola and Newpark Resources, Inc.
AGREED and ACCEPTED on this 22
nd
day of April, 2009.
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/s/ Mark Airola
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Mark Airola (Executive)
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/s/ Paul L. Howes
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Paul L. Howes
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President & CEO
Newpark Resources, Inc.
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Exhibit 10.5
Amendment to Employment Agreement between
William D. Moss and Newpark Resources, Inc.
This is an Amendment to the Employment Agreement entered into between William D. Moss (“Executive”)
and Newpark Resources, Inc. (“Company”) effective June 2, 2008 (“Employment Agreement”).
Due to the current economic situation, Executive and the Company mutually agree that Executive’s
current annualized Base Salary of Two Hundred Seventy Thousand Dollars ($270,000.00) set forth in
Section 1.2(a) of Executive’s Employment Agreement will be reduced by ten percent (10%) to Two
Hundred Forty-Three Thousand Dollars ($243,000.00). This 10% reduction to Executive’s annualized
Base Salary will take effect on May 1, 2009, and will continue in effect through December 31, 2009.
Beginning on January 1, 2010, Executive’s annualized Base Salary will be Two Hundred Seventy
Thousand Dollars and No Cents ($270,000.00).
Executive’s Base Salary for purposes of calculating the Target Award, maximum limitation, and
minimum award under Section 1.2(c) of the Employment Agreement and the 2003 Executive Incentive
Compensation Plan (“EICP”) will likewise be adjusted for the period May 1, 2009 through December
31, 2009 to reflect this 10% reduction in Executive’s annualized Base Salary.
Executive and the Company agree that this 10% reduction in Executive’s annualized Base Salary and
the corresponding adjustment to Executive’s incentive compensation under the EICP are being made
with the full knowledge and consent of Executive. Executive and the Company further agree that
this 10% reduction in Executive’s annualized Base Salary and the corresponding adjustment to
Executive’s incentive compensation under the EICP do not constitute “Good Reason” for termination
by Executive, as defined in Section 2.3 and 3.10(b) of the Employment Agreement, or a termination
by the Company.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.3 of Executive’s Employment Agreement, Executive’s
“lump sum payment” provided for in Section 2.3(i)(A) or 2.3(i)(B) will be calculated based upon
Executive’s $270,000.00 annualized Base Salary and not on Executive’s “current annual Base Salary”
of $243,000.00.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.2 of Executive’s Change in Control Agreement with the
Company dated June 2, 2008 as a result of a Change in Control (as defined in Executive’s Change in
Control Agreement) or a Potential Change in Control (as defined in Executive’s Change in Control
Agreement), Executive’s Termination Benefit provided for in Section 3.3 and Annex A of the Change
in Control Agreement will be calculated based upon Executive’s $270,000.00 annualized Base Salary
and not on Executive’s base salary at the time of termination of $243,000.00.
All other terms and provisions in the Employment Agreement and the Change in Control Agreement
remain unchanged and in full force and effect.
Amendment to Employment Agreement between
William D. Moss and Newpark Resources, Inc.
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AGREED and ACCEPTED on this 23
rd
day of April, 2009.
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/s/ William D. Moss
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William D. Moss (Executive)
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/s/ Paul L. Howes
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Paul L. Howes
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President & Chief Executive
Newpark Resources, Inc.
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Exhibit 10.6
Amendment to Employment Agreement between
Samuel Cooper and Newpark Resources, Inc.
This is an Amendment to the Employment Agreement entered into between Samuel Cooper (“Executive”)
and Newpark Resources, Inc. (“Company”) effective November 1, 2006 (“Employment Agreement”).
Due to the current economic situation, Executive and the Company mutually agree that Executive’s
current annualized Base Salary of Two Hundred Ten Thousand Dollars and No Cents ($210,000.00) set
forth in Section 1.2(a) of Executive’s Employment Agreement, as increased by the Company, will be
reduced by ten percent (10%) to One Hundred Eighty-Nine Thousand Dollars and No Cents
($189,000.00). This 10% reduction to Executive’s annualized Base Salary will take effect on May 1,
2009, and will continue in effect through December 31, 2009. Beginning on January 1, 2010,
Executive’s annualized Base Salary will be Two Hundred Ten Thousand Dollars and No Cents
($210,000.00).
Executive’s Base Salary for purposes of calculating payments under the 2003 Executive Incentive
Compensation Plan (“EICP”) as described in Section 1.2(c) of the Employment Agreement will likewise
be adjusted for the period May 1, 2009 through December 31, 2009 to reflect this 10% reduction in
Executive’s annualized Base Salary.
Executive and the Company agree that this 10% reduction in Executive’s annualized Base Salary and
the corresponding adjustment to Executive’s incentive compensation under the EICP are being made
with the full knowledge and consent of Executive. Executive and the Company further agree that
this 10% reduction in Executive’s annualized Base Salary and the corresponding adjustment to
Executive’s incentive compensation under the EICP do not constitute “Good Reason” for termination
by Executive, as defined in Section 2.3 and 3.10(b) of the Employment Agreement, or a termination
by the Company.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.3 of Executive’s Employment Agreement, Executive’s
“lump sum payment” provided for in Section 2.3(i)(A) or 2.3(i)(B) will be calculated based upon
Executive’s $210,000.00 annualized Base Salary and not on Executive’s “current annual Base Salary”
of $189,000.00.
Executive and the Company agree that if Executive’s employment is terminated between May 1, 2009
and December 31, 2009 pursuant to Section 2.2 of Executive’s Change in Control Agreement with the
Company dated April 20, 2009 as a result of a Change in Control (as defined in Executive’s Change
in Control Agreement) or a Potential Change in Control (as defined in Executive’s Change in Control
Agreement), Executive’s Termination Benefit provided for in Section 3.3 and Annex A of the Change
in Control Agreement will be calculated based upon Executive’s $210,000.00 annualized Base Salary
and not on Executive’s base salary at the time of termination of $189,000.00.
All other terms and provisions in the Employment Agreement and the Change in Control Agreement
remain unchanged and in full force and effect.
Amendment to Employment Agreement between
Samuel Cooper and Newpark Resources, Inc.
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AGREED and ACCEPTED on this 22
nd
day of April, 2009.
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/s/ Sammy Cooper
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Samuel Cooper (Executive)
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/s/ Paul L. Howes
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Paul L. Howes
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President & Chief Executive
Newpark Resources, Inc.
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