Vontier Corp false 0001786842 0001786842 2022-08-11 2022-08-11

 

 

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): August 11, 2022

 

 

Vontier Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39483   84-2783455

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

5438 Wade Park Boulevard, Suite 600, Raleigh, NC   27607
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (984) 275-6000

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   VNT   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 11, 2022, Vontier Corporation (the “Company”) appointed Anshooman Aga as Senior Vice President and Chief Financial Officer of the Company effective August 29, 2022. Mr. Aga will succeed David Naemura who will stay through January 1, 2023 to assist with the transition and work on special projects.

Mr. Aga, age 47, was previously Senior Vice President and Chief Financial Officer (CFO) of Harsco Corporation, a global provider of environmental solutions for industrial and specialty waste streams (NYSE: HSC) (from August 2021 through August 2022). Prior to joining Harsco Corporation, Mr. Aga was the Executive Vice President and Chief Financial Officer (CFO) of Cubic Corporation, a transportation and defense corporation. He joined Cubic in July 2017 as Executive Vice President and assumed the role of CFO in October 2017. In this role, Mr. Aga was responsible for all aspects of Cubic’s financial strategies, processes and operations, including corporate development, risk management, investor relations, real estate, and global manufacturing, procurement and IT. Prior to joining Cubic, Mr. Aga served at AECOM, a multinational engineering firm (NYSE: ACM), from June 2015 to July 2017, where he was senior vice president and chief financial officer of their multi-billion-dollar Design and Consulting Services business in the Americas. He also held a series of financial leadership positions at Siemens, a multinational industrial manufacturing company, from July 2006 to May 2015, including chief financial officer of the Energy Automation business based in Nuremburg, Germany, in addition to similar financial roles for Siemen’s Rail Electrification and TurboCare business units.

In connection with his employment, Mr. Aga will receive the following compensation:

 

   

Annual base salary of $625,000

 

   

Eligibility to participate in the Company’s annual incentive plan prorated for his start date at a target award of 100% base salary

 

   

One-time cash sign-on payment in the amount of $600,000

 

   

One-time sign-on restricted stock unit grant in the amount of $1,500,000 to be made in November 2022 with two-year ratable vesting

 

   

Annual equity award of 240% of base salary to be made in February 2023

 

   

$10,000 annual cash stipend for financial services and counseling

The above description of the Mr. Aga’s letter agreement is not complete and is qualified in its entirety by reference to the text of the agreement, which is filed with this report as Exhibit 10.1.

David Naemura, the Company’s current Senior Vice President, Chief Financial Officer, will transition out of his role as SVP, Chief Financial Officer of the Company, effective August 29, 2022, and will remain employed by the Company through January 1, 2023. Mr. Naemura’s transition is by mutual agreement with the Company and is unrelated to Vontier’s quarterly financial results or any disagreement with the Company over its accounting principles, practices or financial disclosures

Mr. Naemura has entered into a transition agreement with the Company, which specifies the terms of his continuing employment during the transition period. In connection with Mr. Naemura’s continued employment through January 1, 2023 and in recognition of his transition and special projects support during that time, all of the restricted stock units that Mr. Naemura holds as of his separation date will vest at that time, while Mr. Naemura’s other equity awards will vest in accordance with their existing terms. Mr. Naemura will continue to receive his base salary while he is employed by the Company and will be eligible to receive his annual cash incentive bonus calculated using his bonus target (125% of base salary) and the actual 2022 company financial factor to be paid out in March 2023.

 


The above description of the Mr. Naemura’s transition agreement is not complete and is qualified in its entirety by reference to the text of the agreement, which is filed with this report as Exhibit 10.2.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

10.1    Letter Agreement between Anshooman Aga and Vontier Corporation dated August 9, 2022
10.2    Transition Agreement between David Naemura and Vontier Corporation dated August 11, 2022
104    Cover Page Interactive Data File (embedded with Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Vontier Corporation
August 12, 2022     By:  

/s/ Courtney Kamlet

    Name:   Courtney Kamlet
    Title:   Vice President – Group General Counsel and Corporate Secretary

EX-10.1

Exhibit 10.1

 

LOGO

Vontier Employment Services LLC

c/o 5438 Wade Park Blvd., Suite 600

Raleigh, NC 27607

August 3, 2022

Anshooman Aga

Dear Anshooman:

I am delighted to offer you employment with Vontier Employment Services LLC (the “Company”). This is a very exciting time, and we are confident that your background and experience will allow you to make major contributions to Vontier. As we discussed, your position will be Senior Vice President and Chief Financial Officer reporting to Mark Morelli, Chief Executive Officer, and will be based in Raleigh, NC.

Please allow this letter to serve as documentation of the offer extended to you.

Start Date: Your start date with the Company will be August 29, 2022.

Base Salary: Your base salary will be paid at the annual rate of $625,000 subject to periodic review, and payable in accordance with the Company’s usual payroll practices.

Signing Bonus: The Company will provide you a signing bonus equal to $600,000, less all taxes and withholding, payable within thirty days following your Start Date. Payment of this bonus is conditioned on your execution of the enclosed Signing Bonus Repayment Agreement.

Incentive Compensation: You are eligible to participate in the Vontier Incentive Compensation Plan (“ICP”) with a target bonus of 100% of your annual base salary, subject to periodic review and governed by the terms of Vontier ICP. Your first eligibility for participation in the ICP will be in 2022. Any actual 2022 award will be prorated based on your hire date. Normally, ICP payments are made during the first quarter of the following calendar year. You will be eligible for your first ICP payment during the first quarter of 2023. This bonus is based on a Company Financial Factor and a Personal Performance Factor which are determined each year, and subject to review.

Annual Equity Award: Upon acceptance of this offer, and your commencement of employment, a recommendation will be made to the Compensation and Management Development Committee of the Board of Directors to grant you an equity award as part of our annual equity compensation program at its meeting where annual equity is considered. Our typical annual grant cycle is in February each year. The target award value of this annual grant for 2023 plan year is $1,500,000.

Any annual equity awards will be solely governed by the terms and conditions set forth in the Vontier Corporation 2020 Stock Incentive Plan and in the particular form of award agreement required to be signed with respect to each award. The Company cannot guarantee that any equity granted to you will ultimately have any particular value.


Anshooman Aga

August 3, 2022

Page 2

   LOGO

 

You may be eligible for future equity awards, in accordance with the terms of Vontier Corporation 2020 Stock Incentive program, at a target award value commensurate with your level. This does not guarantee awards will be granted in the future at this or different amount. Your participation and the specific terms of your participation in the Vontier Corporation 2020 Stock Incentive Plan will be determined in the sole discretion of the Compensation and Management Development Committee of the Board of Directors.

Special One Time Equity Award: A recommendation will be made to the Board or the Compensation Committee or their designee (as applicable) of Vontier to grant you a one-time special equity award with a target value of $1,500,000. The grant will be made during the next scheduled quarterly grant when such grants are made. This grant will be made in the form of RSUs with two-year ratable vesting.

Benefits: You will be eligible to participate in any employee benefit plans that Vontier has adopted or may adopt, maintain, or contribute to for the benefit of its regular exempt employees generally, subject to satisfying any applicable eligibility requirements. You will be eligible to participate in the Vontier 401(k) retirement plan subject to the applicable plan documents.

Other Compensation Elements: Starting in 2022, you will be eligible for an annual cash stipend of $10,000 per year to be applied for financial services and counseling.

Relocation: The Company is pleased to provide relocation benefits through a third-party relocation services company. Once you have communicated to the Company that you have signed and returned both this offer letter and the enclosed Relocation Repayment Agreement, the relocation services representative will contact you to explain the services, assistance and benefits provided under the Relocation Policy for Vontier and its Affiliates, coordinate your relocation coverage and answer any questions you may have.

Vacation: You will be eligible for four (4) weeks of vacation annually, pro-rated based off your start date. Your vacation allotment will accrue per pay period. In all other respects, your vacation benefits will be subject to Vontier’s policy as it may be amended from time to time.

Floating Holidays: In addition to the Vontier paid holidays, you will be eligible for three (3) floating holidays annually pursuant to the Vontier holiday policy, as it may be amended from time to time. Your initial floating holidays will be prorated based on the quarter in which you join Vontier.

EDIP Program: You will be eligible to participate in the Executive Deferred Incentive Program (“EDIP”), an exclusive, non-qualified executive benefit designed to supplement retirement benefits that otherwise are limited by IRS regulations; and provide the opportunity for you to defer taxation on a portion of your current income (base salary or bonus or both). You will be provided additional details prior to your first eligibility to participate in the program.

At-Will Employment: Nothing in this offer letter shall be construed as any agreement, express or implied, to employ you for any stated term. Your employment with the Company will be on an at-will basis, which means that either you or the Company can terminate the employment relationship at any time and for any reason (or no reason), with or without notice.

Conditions of Employment Offer: This offer of employment is expressly conditioned on your being legally authorized to work in the U.S. and your execution and return of the following documents no later than the date stated in the acknowledgment section below:

 

LOGO


Anshooman Aga

August 3, 2022

Page 3

   LOGO

 

   

Agreement Regarding Competition and the Protection of Proprietary Interests and the terms contained therein

 

   

Certification of the Vontier Corporation Code of Conduct

 

   

Certification of Compliance of Obligations to Prior Employers

 

   

Relocation Repayment Agreement

 

   

Sign-on repayment agreement

We anticipate that you will make a very strong contribution to the success of the Company and believe this is an excellent professional opportunity for you. We look forward to the opportunity to work with you as we pursue our very aggressive goals.

Sincerely yours,

/s/ Amy Plasha 8/9/2022

Amy L. Plasha

Chief Human Resources Officer

Acknowledgement

Please acknowledge that you have read, understood and accept this offer of at will employment by signing and returning it to me, along with the above-referenced signed documents no later than August 10, 2022.

 

/s/ Anshooman Aga

Signature

8/9/2022

Date

 

LOGO


EX-10.2

Exhibit 10.2

 

LOGO

TRANSITION & SEPARATION AGREEMENT AND

GENERAL RELEASE

You, David H. Naemura, and Vontier Employment Services, LLC (the “Company”) agree as follows:

1. Employment Transition. Effective beginning the date the new Senior Vice President, Chief Financial Officer commences employment with the Company, and after you sign this Transition & Separation Agreement and General Release (the “Agreement”), you shall no longer serve as the Company’s Senior Vice President, Chief Financial Officer. (The date the new CFO commences employment is the “Transition Commencement Date” under this Agreement.) Beginning on the Transition Commencement Date and continuing through January 1, 2023 (the “Separation Date”), you shall provide services to the Company as directed by the Company’s President and Chief Executive Officer (the “CEO”). Such services may include, but not be limited to, transition assistance to the Company and to the Company’s Senior Vice President, Chief Financial Officer, and certain other special projects as the CEO may assign from time to time. (The period from the Transition Commencement Date through the Separation Date is the “Transition Period” under this Agreement.) During the Transition Period, the Company shall continue to pay you your base salary of $642,600 and you shall continue to be eligible for the broad-based employee benefit plans which are generally available to all of the Company’s U.S. salaried employees and subject to their terms and conditions. Nothing in this agreement shall alter your at-will employment status and you must continue to perform to the sole satisfaction of your manager and remain an employee in good standing through your Separation Date.

2. Separation Date. Effective as of the close of business on the Separation Date, you shall resign from your employment with the Company. After the Separation Date, your base salary shall end and you shall perform no duties, functions, or services for the Company. Your eligibility for the Company’s benefits shall end as provided under the terms and conditions of such benefits and you may elect continuation coverage and conversion rights to the extent that you are eligible for such rights. Irrespective of whether you sign this Agreement, you will be paid all wages earned through the Separation Date and shall be eligible to receive any vested benefit in accordance with the terms of the applicable benefit plan.

3. Consideration. In exchange for your promises in this Agreement, including remaining with the Company in good standing through January 1, 2023, and performing your duties to the sole satisfaction of your manager, if you timely sign and return this Agreement and do not thereafter revoke it as provided below, the Company shall provide you the following pay and benefits:

 

   

All unvested Restricted Stock Units (the “RSUs”) the Company granted you under the Vontier Corporation 2020 Stock Incentive Plan (the “Stock Plan”) which you hold as of the Transition Date shall fully vest as of the Separation Date.

 

   

The bonus you are eligible to receive under the Vontier Corporation 2020 Incentive Compensation Plan (the “ICP”) for 2022 performance which shall be calculated using your target (125% of base) and the actual 2022 Company Financial Factor. This will be paid at the time the Company pays ICP bonuses to the Company’s other eligible employees.

Your RSUs shall otherwise be governed solely by the terms of the Stock Plan and your ICP bonus shall otherwise be governed solely by the terms of the ICP, as applicable.

4. General Release. In exchange for the equity and ICP treatment and other consideration provided in this Agreement, which you would not be entitled to receive apart from this Agreement, you unconditionally release and forever discharge the Company, and its affiliates, parents, subsidiaries, related companies, successors, predecessors, and assigns, and each of its and their respective officers, directors, partners, shareholders, employees, consultants, agents, representatives, and attorneys, past and present, (collectively referenced herein as “Releasees”), from any and all claims, demands, actions, suits, causes of action, obligations, damages and liabilities of any kind, based on any act, omission, occurrence, or


nonoccurrence from the beginning of time to the date you sign this Agreement, including but not limited to claims that arise out of or in any way relate to your hiring, employment and/or separation from employment with the Company. You agree that this general release includes but is not limited to: claims for salary, bonuses, compensation, severance and separation pay, wages, penalties, premiums, vacation pay, or any benefits under the Employee Retirement Income Security Act of 1974, as amended; claims for breach of implied or express employment contracts or covenants, defamation, wrongful separation, public policy violations, emotional distress and related matters, attorney’s fees, discrimination or harassment under federal, state or local laws; and claims based on any federal, state or other statute, regulation or ordinance, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended by the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act. You expressly acknowledge that this Agreement resolves all legal claims you may have against the Company and the Releasees as of the date you sign this Agreement, including but not limited to claims that you did not know or suspect to exist in your favor at the time you sign this Agreement.

Excluded from the general release above are any claims or rights which cannot be waived by law, including but not limited to, claims arising after the date you sign this Agreement and the right to file a charge of discrimination with, or participate in an investigation conducted by, a government agency such as the U.S. Equal Employment Opportunity Commission (“EEOC”). You understand and agree, however, that you are waiving your right to recover money or other relief in connection with such a charge, whether filed by you or any other individual or entity. You and the Company otherwise intend the general release above to be general and comprehensive in nature and to release all claims and potential claims by you to the maximum extent permitted by law.

5. Covenant Not to Sue. You represent and warrant that you have not filed or otherwise initiated any lawsuit, arbitration proceeding, or other action in any forum with any court or entity or forum relating to any claims released by you under this Agreement, and that you shall never file or initiate any such lawsuit, arbitration proceeding or other action in any form or forum relating to any claims released herein. However, this paragraph shall not apply to any claim or action by you to enforce this Agreement or to challenge its validity under the ADEA. If you violate this paragraph, you shall pay all legal expenses and costs, including reasonable attorney’s fees, incurred by any Releasee in defending against your suit. Alternatively, if you violate this paragraph, the Company at its option, may require you to return all monies and other benefits and consideration provided to you under this Agreement, except for $1,000. In that event, the Company shall be excused from making any further payments, continuing any other benefits, or providing other consideration otherwise owed under this Agreement.

6. Restrictive Covenants.

(a) Continuing Obligations. You acknowledge and re-affirm your continuing obligations under any non- disclosure, confidentiality, intellectual property, non-solicitation and/or noncompetition agreement you previously signed pertaining to the Company’s interests, which agreement is hereby incorporated and made a part of this Agreement as Attachment A (if any).

7. Return of Company Property. You agree to return to the Company in good working order and no later than your Separation Date all keys, files, records (and copies thereof), equipment (including but not limited to computer hardware, software and printers, wireless handheld devices, cellular phones, SIM cards, external media devices and pagers), Company identification, Company vehicles, Company confidential and proprietary information, and any other Company- owned property in your possession or control. You represent and agree that you have left and will leave intact all electronic Company documents, including, but not limited to any that you developed or helped to develop during your employment. You further represent and warrant that you have returned any and all Company proprietary, trade secret and confidential information, whether in hard copy or electronic form and that you have cancelled any accounts for your benefit in the Company’s name, including but not limited to credit cards, telephone charge cards, cellular phone and/or pager accounts.

8. Non-Disparagement. You agree that as a condition of the consideration provided in this Agreement, you shall not make any false, disparaging or derogatory statements to any media outlet, industry group, financial institution, current or former employee, consultant, client, supplier, investor or customer of the Company or any other entity or third person regarding the Company or any other Releasee about the business affairs or financial condition of the Company or any

 

2


other Releasee. You understand that the foregoing non-disparagement provision does not apply on occasions when you provide truthful information in good faith to a federal or state governmental agency, entity or official investigating an alleged violation of federal or state law or regulation or when you make other disclosures that are protected under the whistleblower provisions of federal or state law.

9. On the Job Injury. You represent that you have no job-related illness or injury for which you have not already filed a claim.

10. Validity. Should a court of competent jurisdiction determine that any provision of this Agreement is invalid, that provision shall be severed and the rest of this Agreement shall remain in effect.

11. Consequences of Breach. You acknowledge the Company’s right to enforce the above Paragraphs 6 (Restrictive Covenants), 8 (Non-Disparagement) in any court of competent jurisdiction. You further agree that if you breach any of these provisions, the Company will be irreparably harmed as a matter of law and will be entitled to all rights available to it under common law, including, but not limited to, a right to recoup the consideration the Company provided you under this Agreement and a right to seek immediate injunctive relief, plus its reasonable attorney’s fees incurred in enforcing the provision breached.

12. Non-Admission of Liability. You agree that this Agreement does not admit liability or wrongdoing on the part of the Company or any other Releasee.

13. Acknowledgments and Revocation Rights. You acknowledge that you have been given at least twenty-one (21) days to consider this Agreement and that, with this Agreement, the Company has advised you in writing to consult an attorney of your choice before signing this Agreement. You further acknowledge that the Company is providing you with consideration under this Agreement in reliance on your representations and promises herein, including the general release in Paragraph 4 above. You understand that you may sign this Agreement at any time within the 21-day period, but in no event earlier than your Separation Date. The offer of consideration set forth in this Agreement will expire when the 21-day period ends, if this Agreement is not accepted and returned by you during that period. You understand that you have the right to revoke this Agreement after signing it by sending written notice of revocation to Katie Rowen, Senior Vice President, Chief Legal and Administrative Officer, Vontier Corporation; 5438 Wade Park Blvd, Suite 600, Raleigh, NC 27607; katie.rowen@vontier.com; no later than seven (7) days after you sign this Agreement. You acknowledge that this Agreement shall not be effective or enforceable until the 7-day revocation period expires.

14. Knowing and Voluntary Release. You agree that you are signing this Agreement voluntarily and of your own free will and not because of any threats or duress. You affirm that no promises or agreements of any kind (other than those in this Agreement) have been made to or with you by any person or entity that would cause you to sign this Agreement. You have had an opportunity to discuss fully and review the terms of this Agreement with an attorney of your choice. You agree that you have carefully read this Agreement and understand its contents, freely and voluntarily assent to all terms and conditions contained in this Agreement, sign your name of your own free will, and intend to be legally bound by this Agreement.

15. Cooperation. During your remaining employment with the Company and after the termination of your employment, with reasonable notice, you agree to cooperate with the Company and to respond to reasonable inquiries and requests for information by the Company in connection with any transition matters or any legal matters in which you are involved or may become involved relating to matters arising during your employment with the Company, including any legal matters in which you may potentially be called as a witness for the Company. Your agreement to cooperate with and to provide responses to such reasonable inquiries and requests for information does not create any employment relationship between you and the Company. The Company agrees to cooperate with you to minimize any disruption to you caused by your cooperation with the Company pursuant to this Paragraph 15.

16. Applicable Law. This Agreement shall be interpreted under the laws of the State of North Carolina without regard to conflict of laws provisions. You hereby irrevocably submit to and recognize the jurisdiction of that state’s courts (or if, appropriate, a federal court located in that state) over any suit, action or other proceeding arising out of, under or in connection with this Agreement or any subject addressed in this Agreement. For purposes of this Agreement, you agree that those courts are the only courts of competent jurisdiction.

 

3


17. Entire Agreement. This Agreement, including any Attachment A, constitutes the entire understanding and agreement between the parties pertaining to subjects addressed in this Agreement and cancels all previous oral and written agreements and commitments connected to those subjects. This Agreement may not be modified in any manner, except by written amendment signed by duly authorized representatives of both parties. This Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.

BY SIGNING THIS SEPARATION AGREEMENT AND GENERAL RELEASE, YOU REPRESENT AND WARRANT THAT:

 

  (1)

YOU HAVE READ THIS AGREEMENT;

 

  (2)

YOU UNDERSTAND THAT YOU ARE GIVING UP CERTAIN RIGHTS;

 

  (3)

YOU AGREE WITH THE TERMS IN THIS AGREEMENT;

 

  (4)

YOU HAVE BEEN ADVISED TO, AND ARE AWARE OF YOUR RIGHT TO CONSULT AN ATTORNEY OF YOUR CHOOSING BEFORE SIGNING THIS AGREEMENT; AND

 

  (5)

YOU HAVE SIGNED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.

 

  EMPLOYEE      

COMPANY

Vontier Employment Services, LLC

BY:  

/s/ David H. Naemura

    BY:  

/s/ Katie Rowen

  (Employee Signature)       (Signature of Company Official)
 

David H. Naemura

     

Katie Rowen, SVP and General Counsel

  (Employee Printed Name)       (Printed Name and Title of Company Official)
ON:  

8/11/2022                

    ON:  

8/11/2022

  (Date)       (Date)

 

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