Thomas E. (Ted) Warrilow, C.P.A.

*** *. *** ******

San Jose, CA 95112

510-***-**** (c)

ab9vcv@r.postjobfree.com

SUMMARY: Senior Tax Executive with 25 years experience in Public

Accounting and Industry. A strategic leader with exceptional expertise in

Tax Planning and Global Tax Minimization. Well balanced, knowledgeable in

International and Domestic tax matters, cross-functional, familiar with

Sarbanes Oxley controls as they affect a Tax Department, extensive FAS 109

/ ASC 740 and FIN 48 / FAS 5 experience, strong leadership and managerial

talent, with the competency to team-build, gain consensus and lead

organizations across multiple functions to deliver outstanding results.

Over the years, I have become a member of the senior management team with a

seat at the table driving new business initiatives. I am comfortable

interacting with senior management and Boards of Directors and am capable

of explaining complex tax issues in language that these constituents can

readily understand.

CORE COMPETENCIES:

? Strategic Planning ? Business Legal Matters and Risk

Avoidance ? Business Unit Advisor

? Mergers & Acquisitions ? Cross-Functional Team Projects

? C.P.A. License 1991

? International Experience ? Multi-Cultural Training and

Familiarity ? Compliance Review

EXPERIENCE:

Physio-Control, Inc. - Redmond, WA

October 2012 - August 2013

Medical Device Manufacturer, previously a division of Medtronic, carved out

and taken private by Bain Capital in 2012. Annual revenues: $500 Million.

Director of Tax

Head of Tax, reporting to the CFO. Managing the Tax Department.

Responsible for all income tax, sales, use and VAT taxes. Opened new

operations in India, China, Russia and Japan.

Solyndra LLC - Fremont, CA

Mar 2011-present

Start-up manufacturer of highly unique cylindrical solar power panels.

Annual revenues: $200 Million

Director of Tax

Head of Tax, originally reporting to the VP - Finance, subsequently to

the CFO, working with the senior management team to develop this start-

up company's rapidly expanding international business. Jurisdictions of

focus: Switzerland, Netherlands, Germany, Belgium, Italy, Japan,

Australia, U.K., India, Greece, Spain and Brazil.

. Restructured the international holding company regime, moving the

HoldCo from Germany to Switzerland to drive global tax

efficiencies.

. Designed the Intellectual Property ("IP") migration plan to

achieve global Effective Tax Rate ("ETR") minimization.

. Moved EU logistics center to The Netherlands and negotiated a VAT

deferral ruling with the Dutch Tax Authorities to achieve VAT

transparency.

. Identified substantial Canadian GST/PST/HST overpayment and

navigated subsequent refund.

. Worked extensively with the sales and marketing organization to

identify statutory and, in the case of very large projects, non-

statutory tax benefits for solar installations; including

Federal, states, municipal, and local EU and AsiaPac

jurisdictions.

eBay, Inc. (NASDAQ: EBAY) - San Jose, CA

Mar 2008 - Mar 2011

The worldwide leader in shopping and payments on the web. Annual revenues:

$11 Billion.

Tax Director/Tax Planning & Research

eBay tax executive dedicated to and embedded within the PayPal senior

management team, responsible for advising the PayPal management team on

all tax matters relating to the Americas (Canada, U.S., Mexico, Central

and South America) and the Emerging Markets (118 countries spanning

Latin America, the Middle East, Africa, former Soviet bloc countries,

Asia Pacific and the Caribbean) and serving as a liaison between the

PayPal team and the eBay corporate tax department.

. Structured reorganization of $170 million Israeli acquisition

which was closed just prior to my joining eBay, driving transfer

of Intellectual Property ("IP") to PayPal's IP headquarters.

. Conducted the tax due diligence leading to PayPal's $1 Billion

acquisition of Bill Me Later, Inc.

. Structured both the short-term "speed to market" structure and the

long-term permanent solution for PayPal's entry into Brazil,

poised to be PayPal's fifth largest market world-wide by 2015.

Spent in excess of 1,000 hours researching, analyzing, and

understanding Brazilian legislation, and designing an entirely new

business model to satisfy Brazil regulatory requirements while

optimizing the tax impact of the proposed market entry.

Subsequently managed an implementation task force consisting of

approximately 25 representatives from the Accounting, Treasury,

FP&A, Legal, New Business Development, Payments Technology, HR,

Controller's group, and ERP systems development teams to "build

the rails" on which this new business model would ride.

. Structured PayPal's entry into the domestic Mexico market.

. Identified PayPal's 1099-K obligations created by the passage of

the Housing and Economic Recovery Act of 2008 and worked with the

project technical team to scope and build the compliance program.

Golder Associates Corporation - Atlanta, Ga

Jan 2007- Mar 2008

A global engineering organization with 160 offices worldwide (80 countries)

and more than 8,000 employees work with clients to manage their

environmental and engineering activities in a technically sound,

economically viable, and socially responsible manner. Annual revenues: $1

Billion.

Tax Director

Senior tax executive, reporting to the Chief Financial Officer,

responsible for oversight of all tax planning and structuring functions

to ensure minimization of the company's worldwide tax liability.

. Structured tax-free reorganization of European group of operating

entities.

. Resolved long-running French VAT issue and advised regarding

future billing practices.

. Coordinated new market penetration activities in Mexico.

Global Payments Inc. (NYSE: GPN) - Atlanta, GA

Dec 2004 - Nov 2006

One of the world's largest electronic processing companies, providing

comprehensive business-to-business payment card and processing services

such as cash management, financial electronic data interchange, management

information and reporting services. Annual revenues: $2 Billion.

Tax Director

Senior tax executive, reporting initially to the Vice President of Tax,

subsequently to the Chief Accounting Officer, responsible for oversight

of all tax planning and structuring functions to ensure minimization of

the company's worldwide tax liability. Extensive advice to senior

management related to critical tax issues. Due to the Company's

explosive growth, 90% to 100% of the role was devoted to mergers &

acquisitions.

. Researched, planned, negotiated and concluded the most complex M&A

project in the Company's history, involving a joint venture with

Hongkong Shanghai Banking Corporation ("HSBC") throughout Asia

Pacific.

. Structured network of Asia Pacific secondment ("employee leasing")

companies to house the employees in the above joint venture in

wholly Global-owned subsidiaries in order to accomplish key

operational objectives.

. Oversight of acquisition of the Company's European money transfer

business, followed by reorganization and restructuring of the

business to achieve intended tax efficiencies, and drove transfer

pricing analysis.

. Reorganized the Company's Czech Republic legal structure to

achieve intended tax efficiencies.

. Executed IP migration (offshore transfer of trade name and

trademark) and directed transfer pricing analysis and planning to

optimize the attendant royalty stream for use outside the United

States.

. Researched use of a Belgian invoicing company to minimize EU VAT

burden to customers (principally Financial Institutions whose

products are typically VAT-exempt and thus cannot claim VAT on

inputs).

. Identified flaw in logic behind a large Canadian GST reserve,

implemented research strategy with operations management, and

developed documentation to permit reversal of the reserve to the

approval of outside auditors.

. Senior review and SOX sign-off responsibility on all U.S. and

Canadian Federal, state and provincial income tax returns, FAS

109, FAS 5 and FIN 48 positions and calculations, Transfer Pricing

studies, and Sarbanes Oxley control mechanisms affecting the Tax

Department.

. Designed Reportable Transaction interview matrix, conducted

interviews with all members of senior management, and drafted the

Company's Reportable Transaction documentation.

Worldspan, L.P. - Atlanta, GA

Jul 1998 - Dec 2004

A leading provider of critical transaction processing solutions to

companies operating in the global travel industry. Owned by Delta,

Northwest and American Airlines. Annual revenues: $2 Billion.

Director of Tax

Senior tax executive, reporting to the Chief Financial Officer,

responsible for oversight of all tax planning and structuring functions

to ensure minimization of the company's worldwide tax liability.

. Researched, planned and structured attempted $6 billion merger

with European competitor; paramount requirement being that the

transaction be tax-free under the laws of the U.S., Spain, France

and Germany.

. Liquidated minority partner including analysis of IRC 1248

gain.

. Researched U.S. and local-country tax and business law,

including treaty analysis, coordinating new market penetration and

operations structuring in Asia Pacific and Latin America.

. Researched and analyzed significant portion of IRC Section 482

transfer pricing study for worldwide operations.

. Established a Foreign Sales Corporation ("FSC") initiative

resulting in approximately $3.5 million annual tax savings (2%

benefit to global Effective Tax Rate).

. Implemented FAS 109 reporting function in preparation for initial

public offering. $4.5 million in identified unturned deferred

assets.

. Sale of the Company: Conducted intensive tax planning to ensure

optimal tax position of new company subsequent to acquisition,

realized net tax benefits of over $37 million over the first three

years.

. Senior review and SOX sign-off responsibility on all U.S. and

Canadian Federal, state and provincial income tax returns, FAS 109

and FAS 5 positions and calculations, Transfer Pricing studies,

and Sarbanes Oxley control mechanisms affecting the Tax

Department.

. Defended 2 cycles of IRS audits through the Appeals level.

Handled audits in India (Appeals level), Greece, Spain, Italy,

Japan and U.K.

TBS / Time Warner, Inc. (NYSE: TWX) - Atlanta, GA

Feb 1995 - Jun 1998

Time Warner Inc., a global leader in media and entertainment with

businesses in television networks, film and TV entertainment and

publishing, uses its industry-leading operating scale and brands to create,

package and deliver high-quality content worldwide through multiple

distribution outlets. Annual revenues: $25 Billion.

Director - International Tax

Responsible for overseeing multinational planning and structuring

functions to ensure minimization of the company's worldwide tax

liability.

. Research, analysis, and drafting of significant portion of initial

IRC Section 482 transfer pricing study.

. Research of U.S. and local-country tax and business law and

coordination of global operations structuring.

. Implementation of a Foreign Sales Corporation to render portions

of the company's foreign-source net income non-taxable.

. Planned and prepared defense of U.K. Inland Revenue transfer

pricing audit, identified opportunities to repatriate over

$20,000,000 in tax benefits. Defended the case through the

Competent Authority level for the governments of the U.S. and U.K.

to resolve (successfully).

. Redesigned foreign tax credit limitation computation, resulted in

additional foreign tax credit utilization of $3,000,000 in 1993

and $8,000,000 in 1994.

. Defense of IRS audit of foreign tax credit claimed, permitting

reversal of $7,000,000 FAS 109 reserve. Assumed responsibility for

all monthly, quarterly, and year-end FAS 109 calculations and

documentation.

Waddell, Smith, Magoon, O'Neal & Saul, P.C. - Atlanta, GA

Jul 1993 - Feb 1995

International Tax Manager

Responsible for introducing, developing, and managing international tax

department for large regional CPA firm.

. Structured largest U.S.-financed commercial real estate

development in former East Germany.

. Restructured planned Sri Lankan joint venture, which contemplated

taxable exchange of technical knowledge for stock. Revision

entailed elective early application of proposed regulations to

permit nontaxable Section 354 exchange while also avoiding "super-

royalty" provisions related to off-shore transfers of intangibles.

Arthur Andersen & Co - Atlanta, GA

Sep 1987 -

Jul 1993

Tax Manager/International Tax

Consultant with six years of varied business and accounting experience

serving clients in public utilities, manufacturing, telecommunications,

real estate development, and services industries.

. Planned and structured inbound and outbound international

investments and domestic business expansions and restructurings.

. Managed all tax work on assigned clients including supervision and

performance evaluation of staff personnel, review of consolidated

corporate and partnership income tax returns with emphasis on

identification of cost savings opportunities, and negotiation of

Federal and state and international tax examinations.

. Developed unique interpretation of obscure IRS Regulation which

made feasible the entry into the U.S. of the retail incentive

program currently being employed by the American Express Company.

Estimated savings of over $100,000,000.

. Identified flaw in recent restructuring of $220,000,000 foreign-

owned real estate venture and conceived alternative plan to

mitigate unanticipated tax liability of over $3,000,000 resulting

from previous tax advisor's oversight.

EDUCATION AND CREDENTIALS:

Bachelor of Accounting, University of Florida, 1987.

Goethe Institute: certificate of fluency in German. Limited ability in

Dutch, French as a result of 12 years' residence in Europe.

Certified Public Accountant (1991).

Past and present State of Georgia Memberships: A.I.C.P.A., G.S.C.P.A.,

German-American Chamber of Commerce, Hellenic-American Chamber of

Commerce, International Business Association, Holland-America Club.

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