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EXHIBIT 10.1
PHOENIX INFORMATION SYSTEMS CORP.
CONSULTING AND SERVICES COMPENSATION AGREEMENT
(AS RESTATED OCTOBER 7, 1997)
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17, Phoenix
Information Systems Corp., a Delaware corporation (the "Company"), hereby
establishes a restated plan of long-term stock-based compensation incentives for
selected Eligible Participants (defined below) of the Company and its affiliated
corporations. Such a plan was adopted on February 25, 1994. The plan as restated
herein and adopted by the Board of Directors on October 7, 1997, shall be known
as the Consulting and Services Compensation Agreement (the "Plan").
1.2 Purpose. The purpose of the Plan is to promote the best interest of
the Company, and its stockholders by providing a means of non-cash remuneration
to selected Eligible Participants who contribute most to the operating progress
and earning power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Affiliated Corporation" means any corporation that is either a
parent corporation with respect to the Company or a subsidiary corporation with
respect to the Company (within the meaning of Sections 424(e) and (f),
respectively, of the Internal Revenue Code).
2.2 "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
2.3 "Committee" means a committee designated by the Board of Directors
to administer the Plan or, if no committee is so designated, the Board of
Directors. Any Committee Member who is also an Eligible Participant may receive
a grant only if he abstains from voting in favor of a grant to himself, and the
grant is determined and approved by the remaining Committee Members. The Board
of Directors, in its sole discretion, may at any time remove any member of the
Committee and appoint another Director to fill any vacancy on the Committee.
2.4 "Common Stock" means the Company's $.01 par value voting common
stock.
2.5 "Company" means Phoenix Information Systems Corp., a Delaware
corporation and its subsidiaries.
2.6 "Effective Date" means the effective date of the Plan, as set forth
in Section 17 hereof.
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2.7 "Eligible Participant" or "Participant" means any employee,
director, officer, consultant, or advisor of the Company who is determined (in
accordance with the provisions of Section 4 hereof) to be eligible to receive
stock and exercise stock options hereunder.
2.8 "Fair Market Value" means with respect to Common Stock, as of any
date, the closing price of a share of Common Stock as reported on such exchange
on which the Company's Common Stock may be listed.
2.9 "Option" means the grant to an Eligible Participant of a right to
acquire shares of Restricted Stock of the Company, unless said shares are duly
registered, and thus freely tradeable, pursuant to a Grant of Option approved by
the Committee and executed and delivered by the Company.
2.10 "Plan" means this Phoenix Information Systems Corp. Consulting and
Services Compensation Agreement as restated and adopted on October 7, 1997.
2.11 "Registered Stock" means shares of common stock, $.01 par value,
of the Company underlying an Option which, if specified in the written Option
are, upon issuance, freely tradeable by virtue of having been registered with
the Securities and Exchange Commission under cover of Form S-8, or another
appropriate registration statement, and which shares have been issued subject to
the "blue sky" provisions of any appropriate state jurisdiction. Special resale
restrictions may, however, apply to officers, directors, control shareholders
and affiliates of the Company and such individuals or entities will be required
to obtain an opinion of counsel as regards their ability to resell shares
received pursuant to this Plan.
2.12 "Stock" or "Restricted Stock" means shares of common stock, $.01
par value, of the Company issuable directly under the Plan or underlying the
grant of the Option, which are, upon issuance, subject to the restrictions set
forth in Section 11 hereof.
Wherever appropriate, words used in the Plan in the singular may mean
the plural, the plural may mean the singular, and the masculine may mean the
feminine.
SECTION 3. ADOPTION AND ADMINISTRATION OF THE PLAN
A plan of long-term stock-based compensation incentives for selected
Eligible Participants of the Company and its affiliated corporations was adopted
by the Board of Directors on February 25, 1994. The plan was restated and
adopted by the Board of Directors on October 7, 1997 (the "Plan"). In the
absence of contrary action by the Board of Directors, and except for action
taken by the Committee pursuant to Section 4 in connection with the
determination of Eligible Participants, any action taken by the Committee or by
the Board of Directors with respect to the implementation, interpretation or
administration of the Plan shall be final, conclusive and binding.
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SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to time after
the effective date of the Plan: (i) the Eligible Participants; (ii) the number
of shares of Common Stock issuable directly or to be granted pursuant to the
Option which an Eligible Participant may exercise; (iii) the price per share at
which each option may be exercised, in cash or cancellation of fees for services
for which the Company is liable, if applicable, or the value per share if a
direct issue of stock; and (iv) the terms on which each option may be granted.
Such determination may from time to time be amended or altered at the sole
discretion of the Committee. Notwithstanding the provisions of Section 3 hereof,
no such determination by the Committee shall be final, conclusive and binding
upon the Company unless and until the Board of Directors has approved the same;
provided, however, that if the Committee is composed of a majority of the
persons then comprising the Board of Directors of the Company, such approval by
the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION
Subject to the terms and provisions of this Plan, the terms and
conditions under which the Option may be granted to an Eligible Participant
shall be set forth in a written agreement (i.e., a Consulting Agreement,
Services Agreement, Fee Agreement, or Employment Agreement) or a written Grant
of Option in the form attached hereto as Exhibit A and made a part hereof and
containing such modifications thereto and such other provisions as the
Committee, in its sole discretion, may determine. Notwithstanding the foregoing
provisions of this Section 5, each Grant of Option shall incorporate the
provisions of this Plan by reference.
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock that have been reserved for
issuance by the Company either directly or underlying Options granted under this
Plan from inception to date is 16,000,000. The total number of shares of Common
Stock reserved for such issuance may be increased only by a resolution adopted
by the Board of Directors and amendment of the Plan. Such Common Stock may be
authorized and unissued or reacquired common stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the Committee and
approval by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of the Eligible Participants and the number of shares an Eligible Participant
may be issued directly or granted pursuant to an Option, the Committee shall
give notice (written or oral) thereof to each Eligible Participant, which notice
may be accompanied by the Grant of Option, if appropriate, to be executed by
such Eligible Participant. Upon receipt, an Eligible Participant may exercise
his right to an Option to purchase Common Stock by providing written notice as
specified in the Grant of Option.
7.2 The negotiated cost basis of stock issued directly or the exercise
price for each option to purchase shares of Common Stock pursuant to paragraph
7.1 shall be as determined by the Committee, it being understood that the price
so determined by the Committee may vary from one
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Eligible Participant to another. In computing the negotiated direct issue price
or the Option exercise price of a share of Common Stock, the Committee shall
take into consideration, among other factors, the restrictions set forth in
Section 11 hereof.
SECTION 8. PAYMENT UPON EXERCISE OF OPTION OR DIRECT ISSUANCE
The Committee shall determine the terms of the Grant of Option and the
exercise price or direct issue price for payment by each Participant for his
shares of Common Stock granted thereunder. Such terms shall be set forth or
referred to in the Grant of Option or Board Resolution authorizing the share
issuance. The terms and/or exercise price so set by the Committee may vary from
one Participant to another. In the event that all the Committee approves an
Option grant permitting deferred payments, the Participant's obligation to pay
for such Common Stock shall be evidenced by a Promissory Note executed by such
Participant and containing such modifications thereto and such other provisions
as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each Participant such
number of shares of Common Stock as such Participant elects to purchase upon
direct issuance or upon exercise of the Option. Such shares, which shall be
fully paid and nonassessable upon the issuance thereof (unless a portion or all
of the purchase price shall be paid on a deferred basis) shall be represented by
a certificate or certificates registered in the name of the Participant and
stamped with an appropriate legend referring to the restrictions thereon, if
any, as may be set forth in the Grant of Option. Subject to the terms and
provisions of the General Corporation Law of Delaware and the Grant of Option to
which he is a party, a Participant shall have all the rights of a stockholder
with respect to such shares, including the right to vote the shares and to
receive all dividends or other distributions paid or made with respect thereto
(except to the extent such Participant defaults under the promissory note, if
any, evidencing the deferred purchase price for such shares), provided that such
shares shall be subject to the restrictions hereinafter set forth. In the event
of a merger or consolidation to which the Company is a party, or of any other
acquisition of a majority of the issued and outstanding shares of common stock
of the Company involving an exchange or a substitution of stock of an acquiring
corporation for common stock of the Company, or of any transfer of all or
substantially all of the assets of the Company in exchange for stock of an
acquiring corporation, a determination as to whether the stock of the acquiring
corporation so received shall be subject to the restrictions set forth in
Section 11 shall be made solely by the acquiring corporation.
SECTION 10. RIGHTS OF EMPLOYEES; PARTICIPANTS
10.1 Employment. Nothing contained in the Plan or in any Stock Option,
Restricted Stock award or other Common Stock award granted under the Plan shall
confer upon any Participant any right with respect to the continuation of his or
her employment by the Company or any Affiliated Corporation, or interfere in any
way with the right of the Company or any Affiliated Corporation, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of a Stock
Option or other Common Stock award. Whether an
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authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.
10.2 Non-transferability. No right or interest of any Participant in a
Stock Option award shall be assignable or transferable during the lifetime of
the Participant, either voluntarily or involuntarily, or subjected to any lien,
directly or indirectly, by operation of law, or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy. In the event of a
Participant's death, a Participant's rights and interest in Stock Option awards
shall be transferable by testamentary will or the laws of descent and
distribution, and payment of any amounts due under the Plan shall be made to,
and exercise of any Stock Options may be made by, the Participant's legal
representatives, heirs or legatees. If in the opinion of the Committee a person
entitled to payments or to exercise rights with respect to the Plan is unable to
care for his or her affairs because of mental condition, physical condition, or
age, payment due such person may be made to, and such rights shall be exercised
by, such person's guardian, conservator or other legal personal representative
upon furnishing the Committee with evidence satisfactory to the Committee of
such status.
SECTION 11. GENERAL RESTRICTIONS
11.1 Restrictive Legend. All shares of Common Stock issued or issuable
under this plan, unless qualified as Registered Stock as defined in Section 2
hereinabove, shall be restricted, and certificates representing the shares shall
bear the following restrictive legend:
The shares represented by this certificate have not been
registered under the Securities Act of 1933 ("the Act") and are
"restricted securities" as that term is defined in Rule 144 under
the Act. The shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an exemption
from registration under the Act, the availability of which is to
be established to the satisfaction of the Company.
11.2 Investment Representations. The Company may require any person to
whom a Stock Option, Restricted Stock award, or other Common Stock award is
granted, as a condition of exercising such Stock Option, or receiving such
Restricted Stock award, or other Common Stock award, to give written assurances
in substance and form satisfactory to the Company and its counsel to the effect
that such person is acquiring the Common Stock subject to the Stock Option,
Restricted Stock award, or other Common Stock award for his or her own account
for investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws.
11.3 Compliance with Securities Laws. Each Stock Option shall be
subject to the requirement that if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such Stock Option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental or regulatory body, is
necessary as a condition of, or in connection with, the issuance or purchase of
shares thereunder, such Stock Option may not be accepted or exercised in whole
or in part unless such listing, registration, qualification,
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consent or approval shall have been effected or obtained on conditions
acceptable to the Committee. Nothing herein shall be deemed to require the
Company to apply for or to obtain such listing, registration or qualification.
11.4 Changes in Accounting Rules. Notwithstanding any other provision
of the Plan to the contrary, if, during the term of the Plan, any changes in the
financial or tax accounting rules applicable to Stock Options, Restricted Stock
awards or other Common Stock awards shall occur that, in the sole judgment of
the Committee, may have a material adverse effect on the reported earnings,
assets or liabilities of the Company, the Committee shall have the right and
power to modify as necessary, or cancel, any then outstanding and unexercised
Stock Options, any then outstanding Restricted Stock awards as to which the
applicable employment restriction has not been satisfied and any other Common
Stock awards.
11.5 Restrictions on Reoffers and Resales of Control Securities. Any
Participant issued Registered Stock who is deemed to be an "affiliate" or
"control" person, as defined in Rule 405 promulgated under the Securities Act of
1933, as amended (the "Act"), shall be restricted from the reoffer or resale of
the Registered Stock imposed on affiliates and control persons, until a reoffer
prospectus, or prospectus supplement thereto, has been filed with the Securities
and Exchange Commission ("SEC") pursuant to an effective registration statement
on Form S-8 identifying the affiliate or control person and the amounts of
Registered Stock to be reoffered or resold, whether or not they have a present
intent to do so. Furthermore, the reoffer or resale of the Registered Stock by
affiliates or control persons are subject to the provisions of Rule 144 of the
Act and Section 16 of the Securities Exchange Act of 1934, as amended, as those
provisions apply to affiliates and control persons.
SECTION 12. WITHHOLDING REQUIREMENT
The Company's obligations to deliver shares of Common Stock upon the
exercise of any Stock Option granted under the Plan or pursuant to any other
Common Stock award, shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and other tax withholding
requirements.
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any shares of
Common Stock are sold, exchanged, assigned or transferred to any party (other
than the Company) pursuant to the provisions of Section 10.2 hereof, such party
shall take such shares of Common Stock pursuant to all provisions and conditions
of this Plan, and, as a condition precedent to the transfer of such shares of
Common Stock, such party shall agree (for and on behalf of himself or itself,
his or its legal representatives and his or its transferees and assigns) in
writing to be bound by all provisions of this Plan.
SECTION 14. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of the Plan shall be borne by the Company.
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SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Unless otherwise consented to by the Company in writing or unless
otherwise required by law, the shares of Restricted Stock issuable upon exercise
of the Option which are held by a Participant shall not be adjusted in any
manner for: (i) a subdivision or combination of any of the shares of capital
stock of the Company; (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company.
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board, upon recommendation of the Committee or at its own
initiative, at any time may terminate and at any time and from time to time and
in any respect, may amend or modify the Plan, including:
(a) Increase the total amount of Common Stock that may be
awarded under the Plan, except as provided in Section 15 of the Plan;
(b) Change the classes of Eligible Employees from which
Participants may be selected or materially modify the requirements as
to eligibility for participation in the Plan;
(c) Increase the benefits accruing to Participants; or
(d) Extend the duration of the Plan.
Any Stock Option or other Common Stock award granted to a Participant
prior to the date the Plan is amended, modified or terminated will remain in
effect according to its terms unless otherwise agreed upon by the Participant;
provided, however, that this sentence shall not impair the right of the
Committee to take whatever action it deems appropriate under Section 11 or
Section 15. The termination or any modification or amendment of the Plan shall
not, without the consent of a Participant, affect his rights under a Stock
Option, Restricted Stock Award or other Common Stock award previously granted to
him. With the consent of the Participant, the Committee may amend outstanding
option agreements in a manner not inconsistent with the Plan. The Board shall
have the right to amend or modify the terms and provisions of the Plan and of
any outstanding Stock Options granted under the Plan.
SECTION 17. EFFECTIVE DATE OF THE PLAN
17.1 Effective Date. The Plan as restated herein is effective as of
October 7, 1997.
17.2 Duration of the Plan. The Plan as restated shall terminate at
midnight on October 6, 2002, which is the day before the fifth anniversary of
the Effective Date, and may be terminated prior thereto by action of the Board
of Directors; and no Stock Option, Restricted Stock Award or other Common Stock
award shall be granted after such termination. Stock Options, Restricted Stock
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Awards and other Common Stock awards outstanding at the time of the Plan
termination may continue to be exercised, or become free of restrictions, in
accordance with their terms.
SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrators,
heirs, and personal and legal representatives.
Executed as a sealed instrument as of the 7th day of October, 1997.
PHOENIX INFORMATION SYSTEMS CORP.
By:
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Xxxxxx X. Xxxxxx, Chairman
ATTEST:
-----------------------------
Xxxx X. Xxxxx, Secretary
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EXHIBIT A
FORM OF
GRANT OF OPTION PURSUANT TO THE
PHOENIX INFORMATION SYSTEMS CORP.
CONSULTING AND SERVICES COMPENSATION AGREEMENT
Phoenix Information Systems Corp., a Delaware corporation (the
"Company"), hereby grants to ________________________________ ("Optionee") an
option to purchase ___________ shares of common stock, $.01 par value, (the
"Shares") of the Company at the purchase price of $______ per share (the
"Purchase Price") in accordance with and subject to the terms of the Company's
Consulting and Services Compensation Agreement, as may be amended and restated
from time to time. This Grant of Option is exercisable in whole or in part, and
upon payment in cash or cancellation of fees, or other form of payment
acceptable to the Company, to the offices of the Company at 000 Xxxxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, Xxxxxxx 00000.
Unless otherwise set forth in an employment, consulting or other
written agreement between the Optionee and the Company, in the event that
Optionee's employee or consultant status with the Company or any of its
subsidiaries ceases or terminates for any reason whatsoever, whether voluntary,
involuntary, by contract or by mutual agreement, this Grant of Option shall
terminate with respect to any portion of this Grant of Option that has not been
validly exercised prior to either: 1) thirty days after the date of cessation or
termination of employee or consultant status, as determined in the sole
discretion of the Company; or 2) such other date as set forth in an employment,
consulting or other written agreement between the Optionee and the Company; and
no rights hereunder may be exercised after said date. In the event of a
Participant's death, a Participant's rights and interest in Stock Option awards
shall be transferable by testamentary will or the laws of descent and
distribution, and payment of any amounts due under the Plan shall be made to,
and exercise of any Stock Options may be made by, the Participant's legal
representatives, heirs or legatees.
Subject to the preceding paragraph, this Grant of Option, or any
portion hereof, may be exercised only to the extent vested per the attached
schedule, and must be exercised by Optionee no later than
____________________________ (the "Expiration Date") by (i) notice in writing,
sent by facsimile copy to the Company at its address set forth above; and (ii)
payment of the Purchase Price pursuant to the terms of this Grant of Option and
the Company's Consulting and Services Compensation Agreement. Any portion of
this Grant of Option that is not exercised on or before to the Expiration Date
shall lapse. The notice must refer to this Grant of Option, and it must specify
the number of shares being purchased, and recite the consideration being paid
therefor. Notice shall be deemed given on the date on which the notice is
delivered to the Company by facsimile transmission bearing an authorized
signature of Optionee.
This Grant of Option shall be considered validly exercised once payment
therefor has cleared the banking system or the Company has issued a credit memo
for services in the appropriate
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amount, or receives a duly executed acceptable promissory note, if this Grant of
Option is granted with deferred payment, and the Company has received written
notice of such exercise.
If Optionee fails to exercise this Grant of Option in accordance with
this Agreement, then this Agreement shall terminate and have no force and
effect, in which event Optionor and Optionee shall have no liability to each
other with respect to this Grant of Option.
This Grant of Option may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Execution and delivery of
this Grant of Option by exchange of facsimile copies bearing the facsimile
signature of a party hereto shall constitute a valid and binding execution and
delivery of this Grant of Option by such party. Such facsimile copies shall
constitute enforceable original documents.
The validity, construction and enforceability of this Grant of Option
shall be construed under and governed by the laws of the State of Florida,
without regard to its rules concerning conflicts of laws, and any action brought
to enforce this Grant of Option or resolve any controversy, breach or
disagreement relative hereto shall be brought only in a court of competent
jurisdiction within the County of Pinellas, Florida.
The shares of stock issued upon exercise of this Grant of Option (the
"Underlying Shares") are not subject to adjustment due to any changes in the
capital structure of the Company as set forth in Section 15 of the Plan.
Further, the Underlying Shares may not be sold, exchanged, assigned, transferred
or permitted to be transferred, whether voluntarily, involuntarily or by
operation of law, delivered, encumbered, discounted, pledged, hypothecated or
otherwise disposed of until (i) the Underlying Shares have been registered with
the Securities and Exchange Commission pursuant to an effective registration
statement on Form S-8, or such other form as may be appropriate, in the
discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the
Company, has been received, which opinion sets forth the basis and availability
of any exemption for resale or transfer from federal or state securities
registration requirements.
This Grant of Option may not be assigned, transferred or hypothecated
(except under the laws of descent and distribution) and any purported
assignment, transfer or hypothecation shall be void ab initio and shall be of no
force or effect.
The Underlying Shares ___________________ [insert appropriate language:
"have" or "have not"] been registered with the Securities and Exchange
Commission pursuant to a registration statement on Form S-8.
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IN WITNESS WHEREOF, this Grant of Option has been executed effective as
of ____________________, 19___.
PHOENIX INFORMATION SYSTEMS CORP.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
NOT FOR EXECUTION
By:
NOT FOR EXECUTION
By:
NOT FOR EXECUTION
By:
OPTIONEE:
NOT FOR EXECUTION
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GRANT OF OPTION PURSUANT TO THE PHOENIX INFORMATION SYSTEMS
CORP. CONSULTING AND SERVICES COMPENSATION AGREEMENT,
RESTATED OCTOBER 7, 1997
OPTIONEE: ____________________
OPTION GRANTED: _____________ Shares
PURCHASE PRICE: US$_______ per Share
DATE OF GRANT: ____________________
EXPIRATION DATE: ____________________
VESTING SCHEDULE: OPTION ON
#SHARES DATE VESTED
(ASSUMING CONTINUED EMPLOYEE OR
CONSULTANT STATUS, ETC.)
VESTED OPTIONS EXERCISED TO DATE: _________ (INCLUDING THIS EXERCISE)
BALANCE OF VESTED OPTIONS TO BE EXERCISED: _________
================================================================================
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: Phoenix Information Systems Corp. ("Optionor")
The undersigned, the holder of the Grant of Option described above,
hereby irrevocably elects to exercise the purchase rights represented by such
Grant of Option for, and to purchase thereunder, _________ shares of the Common
Stock of Phoenix Information Systems Corp., and herewith makes payment of
_______________________ therefor. Optionee requests that the certificates for
such shares be issued in the name of Optionee and be delivered to Optionee at
the address of _________________________________________________________, and if
such shares shall not be all of the shares purchasable hereunder, represents
that a new Subscription of like tenor for the appropriate balance of the shares,
or a portion thereof, purchasable under the Grant of Option pursuant to the
Phoenix Information Systems Corp. Restated Consulting and Services Compensation
Agreement, as restated October 7, 1997, be delivered to Optionor when and as
appropriate.
OPTIONEE:
Dated: _________________________
