Exhibit 10.1 Employment Agreement
XXXXXX XXXXXX
EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March __, 2002, by and
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between International Wireless, Inc., a Maryland corporation ("Company"), and
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Xxxxxx Xxxxxx ("Executive").
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WHEREAS, Company desires to employ Executive as the President and Chief
Executive Officer of Company, and Executive desires to be so employed by
Company, on the terms and conditions herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:
1. Employment.
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(a) General. During the Term of this Agreement, as defined in
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Section 2 hereof, Company shall employ Executive, and Executive shall render
services to Company as President and Chief Executive Officer of the Company upon
the terms and conditions herein contained. Executive shall have such duties as
are consistent with the positions of President and Chief Executive Officer.
Executive also shall serve as a member of the Board of Directors (the "Board" of
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the Company during the Term. Executive shall devote his best efforts to the
performance of his duties under this Agreement and shall perform them
faithfully, diligently and competently. The Executive represents and warrants
that neither the execution by him of this Agreement nor the performance by him
of his duties and obligations hereunder will violate any agreement to which he
is a party or by which he is bound.
(b) Exclusive Services. During the Term, the Executive shall
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devote his full-time working hours to his duties hereunder. The Executive shall
not render services to any other person or organization for which he receives
compensation without the consent of the Board of Directors of Company or
otherwise engage in activities which would interfere significantly with his
faithful performance of his duties hereunder. Notwithstanding the foregoing,
the Executive may provide services to Siemens Information & Communications
Mobile, LLC in accordance with the terms of the Separation Agreement and General
Release, dated March 11, 2002.
2. Term of Employment.
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(a) Initial Term. Unless earlier terminated as provided in this
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Agreement, the term of Executive's employment under this Agreement shall
commence on May 1, 2002 (the "Effective Date") and continue until three (3)
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years from the date hereof.
(b) Extension Period. The term of the Executive's employment
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under this Agreement may be extended for a period of three years (the "Extension
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Period") by notice of approval from the Board to the Executive at least 180 days
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prior to the expiration of the Initial Term (the period during which the
Executive is employed pursuant to this Agreement, including any Extension Period
in accordance with this Section 2(b), shall be referred to as the "Term").
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3. Compensation.
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(a) Base Salary. Subject to Section 3(b) below, Company shall
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pay to Executive throughout the Term an annual salary (the "Base Salary"),
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payable in accordance with the Company's customary policies. The Base Salary
shall be at the rate of (i) $241,600 per year for the first year of the Term,
provided, however, in the event, Company and/or its subsidiaries shall obtain
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funding, through one or more placements of either debt or equity or a
combination thereof, in an aggregate amount of $4,500,000 during the first year
of the Term, Executive's Base Salary shall be increased to $291,600, effective
as of the date of such funding ; (ii) $316,600 per year for the second year of
the Term; and (iii) $341,600 per year for the third year of the Term.
Commencing the Extension Period, and annually on each anniversary thereafter,
the Base Salary shall be increased by the same percentage by which the regional
consumer price index as of April immediately preceding such anniversary date
shall have increased over such consumer price index as of April of the prior
year. Regional consumer price index shall mean the index as determined by the
United States Department of Labor for the Boston area based upon the index for
all urban consumers.
(b) Discretionary Bonus. In addition to the Base Salary,
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Company shall pay to Executive a discretionary bonus ("Discretionary Bonus"),
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payable annually during each year of the term, at the sole and exclusive
discretion of the Company.
(c) Incentive Compensation. Company hereby grants to Executive
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the option to purchase all or any part of an aggregate of 1,500,000 shares of
its Common Stock (the "Option") in accordance with the terms of the Stock Option
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Agreement attached hereto. The Option shall contain a cashless exercise
provision and shall vest during the Term in accordance with the following:
(i) 250,000 shares having an exercise price of $1.05 per
share shall vest immediately as of the Effective Date;
(ii) 250,000 shares having an exercise price of $1.05 per
share shall vest upon the Company and/or its subsidiaries having received
cumulative aggregate orders for goods and services of $5,000,000 from the
Effective Date;
(iii) 250,000 shares having an exercise price of $1.05 per
share shall vest upon the Company and/or its subsidiaries having received
cumulative aggregate orders for goods and services of $10,000,000 from the
Effective Date;
(iv) 250,000 shares having an exercise price of $2.25 per
share shall vest upon the Company and/or its subsidiaries having received
cumulative aggregate orders for goods and services of $25,000,000 from the
Effective Date;
(v) 250,000 shares having an exercise price of $2.25 per
share shall vest upon the Company and/or its subsidiaries having received
cumulative aggregate orders for goods and services of $50,000,000 from the
Effective Date; and
(vi) 250,000 shares having an exercise price of $2.25 per
share shall vest upon the Company and/or its subsidiaries obtaining funding,
through one or more placements of either debt or equity or a combination
thereof, in an aggregate amount of $4,500,000 during the Term.
4. Benefits.
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(a) General Fringe Benefits. Executive shall be entitled to
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participate in the life, hospitalization, health, accident and disability
insurance plans, health programs, pension plans, and other benefit and
compensation plans generally available to senior executives of Company from time
to time. In addition, Company, at its sole expense, shall provide Executive
with life insurance coverage (the beneficiary to be designated by Executive) in
an amount not less than twice the then effective Base Salary.
(b) Reimbursements. Company shall pay or reimburse Executive
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for all reasonable expenses incurred by Executive during the Term in the
performance of Executive's duties to Company upon presentation by Executive of
expense statements or vouchers and shall provide Executive with a credit card
for reasonable business expenses, in accordance with Company practices.
(c) Intentionally Omitted.
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(d) Vacation. Executive shall be entitled to three weeks
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paid vacation each year during the Term, as well as paid holidays, in accordance
with the applicable policies of Company.
(e) Relocation Expense. Company shall pay or reimburse Executive
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for all reasonable relocation expenses to the Greater Boston area.
(f) Equipment; Cellular Telephone. Company shall reimburse
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Executive for the cost to purchase from Executive's prior employer the computer
equipment Executive is presently using and shall provide Executive with a
cellular telephone.
(g) Immigration. Company shall assist with all matters necessary
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and pay or reimburse Executive for any and all reasonable expenses, including
reasonable attorneys fees, relating to Executive's application for immigration
status with the United States Immigration and Naturalization Service.
5. Termination of Employment.
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(a) Death. Executive's employment shall terminate upon his death,
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and in such event, the estate or other legal representative of Executive shall
be entitled to receive all compensation, Discretionary Bonus, and any Options
which have been granted to the Executive (the vesting date of which shall
accelerate as of the date of death) and benefits that are accrued and unpaid as
of the date of death.
(b) Termination by Company. Executive's employment may be
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terminated at the option of Company by notice to Executive (i) as a result of
Executive's disability as provided in section 5(b)(i) hereof, or (ii) for
"cause" as defined and provided in section 5(b)(ii) hereof.
(i) Disability. As used in this Agreement, the term
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"Disability" shall mean a physical or mental disability or incapacity, whether
total or partial, of Executive that, in the good faith determination of
Company's Board or based upon reasonably competent medical advice, has prevented
him from performing substantially all of his duties under this Agreement for a
period of 120 days during any twelve month period. If Company shall terminate
Executive's employment pursuant to this section 5(b)(i), Executive shall be
entitled to continue to receive forty percent (40%) his Base Salary (it being
understood by the parties that the Company's disability insurance benefit
provides for payment of 60% of the Executive's Base Salary for the remainder of
his life) for a period of one (1) year from the date of termination (but not
exceeding the balance of the Term), as well as (A) all compensation,
Discretionary Bonus and benefits that are accrued and unpaid as of the date of
disability; and (B) any Options which have been granted to Executive, the
vesting date of which shall accelerate as of the date of termination.
(ii) Discharge for "Cause". If Executive (A) neglects his
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duties hereunder in a material manner and such neglect shall not be discontinued
within five (5) business days after written notice to Executive thereof; (B) is
convicted of a felony or other crime involving fraud, moral turpitude or
material loss to Company; (C) materially breaches his affirmative or negative
covenants or undertakings hereunder and such breach shall not be remedied within
five (5) business days after written notice to Executive thereof; or (D) in bad
faith, commits any act or omits to take any action, to the material detriment of
Company; then Company may at any time by notice terminate Executive's employment
hereunder for "cause"; and Executive shall have no right to receive any
compensation or benefit from Company hereunder on and after the effective date
of such notice, except for (x) compensation, Discretionary Bonus and benefits
that are accrued and unpaid as of the date of termination and (y) any Options
which have vested as of the date of termination.
(c) Termination by Executive for "Good Reason or termination by
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Company without Cause". In the event of: (i) a reduction in the nature or scope
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of Executive's titles, authorities, powers, duties, or responsibilities
hereunder; (ii) a sale of all or substantially all of the ownership interests or
assets of Company, (iii) a merger or consolidation of Company with any other
corporation or entity in which the shareholders of Company own less than 51% of
the stock of the controlling or surviving entity following such merger or
consolidation; (iv) a "change-in-control" of Company, defined as any person or
entity becoming a "beneficial owner" (as defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended from time to time) directly or indirectly of
securities of Company representing 50% or more of the combined voting power of
Company's then outstanding securities; or (vii) Company's materially breaching
its affirmative or negative covenants or undertakings hereunder and such breach
shall not be remedied within fifteen (15) days after notice to Company thereof
(which notice shall be signed by Executive and refer to a specific breach of
this Agreement); then Executive may at any time by notice terminate Executive's
employment hereunder for "good reason". In the event of such termination or in
the event Company shall terminate the Executive's employment without cause, the
Company shall pay to Executive (A) his Base Salary through the date of
termination, (B) Discretionary Bonus and benefits that are accrued and unpaid as
of the date of termination; (C) the additional amounts described in Section
5(e)(iii) hereof; and (D) any Options which have been granted to the Executive,
the vesting date of which shall accelerate as of the date of termination.
(d) Expiration of Term. Upon the expiration of the Term, and
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provided that (i) neither Executive nor Company shall have terminated
Executive's employment hereunder prior thereto, (ii) Executive shall have
observed and performed all of his material duties and obligations hereunder, and
shall not have been in default of any of his agreements, covenants or
representations hereunder, in both instances throughout the Term, and (iii)
Executive's employment with Company shall not thereafter be continued, then
Company shall pay to Executive the amounts described in Section 5(e)(i) and (ii)
hereof.
(e) Termination Benefits.
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(i) Upon the expiration of the Term or the termination of
Executive's employment for any reason hereunder, the rights and benefits of
Executive under Company's employee benefit plans and programs shall be
determined in accordance with the provisions of such plans and programs.
(ii) Upon the expiration of the Term, Company shall pay to
Executive, in addition to any and all amounts which may otherwise be due to
Executive hereunder, either, at the option of the Executive, (A) an amount equal
to one (1) times Executive's then annual Base Salary, payable in equal monthly
installments, on the first of each month, for a period of twelve (12) months, or
(B) such number of shares of Common Stock of the Company equal to the quotient
of (x) Executive's then annual Base Salary divided by (y) the average closing
price of the Company's Common Stock for the three (3) consecutive trading days
immediately preceding such expiration date. Shares issued to Executive pursuant
to this Section 5(e)(ii) shall be delivered within five (5) days of the
expiration date of the Term. No fractional shares of Common Stock shall be
issued under this Section 5(e)(ii); instead the Company shall round such
fraction of a share of Common Stock up or down to the nearest whole number.
(iii) Upon the termination of Executive's employment during
the Term by Company other than for Executive's death, "cause" or "disability",
or upon the termination of Executive's employment by Executive with "good
reason", Company shall pay to Executive, in addition to any and all amounts
which may otherwise be due to Executive hereunder, either, at the option of the
Executive, (A) an amount equal to one and one half (1.5) times Executive's then
annual Base Salary, or (B) such number of shares of Common Stock of the Company
equal to the quotient of (x) one and one half (1.5) times Executive's then
annual Base Salary divided by (y) the average closing price of the Company's
Common Stock for the three (3) consecutive trading days immediately preceding
such termination date; provided, in the event the aggregate amount of current
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assets of the Company and its subsidiaries as of the date of termination is less
than $1,000,000, Company shall pay to Executive, in addition to any and all
amounts which may otherwise be due to Executive hereunder, either, at the option
of the Company, (A) an amount equal to one and one half (1.5) times Executive's
then annual Base Salary, or (B) (a) an amount equal to three quarters (0.75)
times Executive's then annual Base Salary and (b) such number of shares of
Common Stock of the Company equal to the quotient of (x) three quarters (0.75)
times Executive's then annual Base Salary divided by (y) the average closing
price of the Company's Common Stock for the three (3) consecutive trading days
immediately preceding such termination date. Any cash payments to Executive
under this Section 5(e)(iii) shall be made within ninety (90) days of the
termination date. Shares issued to Executive pursuant to this Section 5(e)(iii)
shall be delivered within five (5) days of the termination date. No fractional
shares of Common Stock shall be issued under this Section 5(e)(iii); instead the
Company shall round such fraction of a share of Common Stock up or down to the
nearest whole number.
6. Prohibited Activities.
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(a) Non-Compete Period. For the purposes of this Agreement, the
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term "Non-Compete Period" shall mean the Term, and if Executive's employment is
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terminated by Company for "cause", by Executive without "good reason", or so
long as Company pays Executive the termination benefit specified in paragraph
5(e)(ii) above, an additional period of six (6) months from and after the date
of termination.
(b) Non-competition. During the Non-Compete Period, Executive
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shall not directly or indirectly compete with, be engaged in the business of, be
employed by, act as a consultant to, or be a director, officer, employee, owner
or partner of, any person or entity which is engaged in the primary business of
the Company at such time and in the territories served by the Company in such
business during the Non-Compete Period, provided, however, the Executive may
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acquire or otherwise be the holder of up to 4.99% of any class of securities of
any such enterprise.
(c) Solicitation of Employees. During the Non-Compete Period,
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Executive shall not directly or indirectly employ, or solicit to leave Company's
employ, or solicit to join the employ of another person or entity (including any
such person or entity owned or controlled, directly or indirectly, by Executive)
any employee of Company or any person who has been such an employee during the
twelve months preceding Executive's date of termination.
(d) Confidential Information. During and at all times subsequent
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to the Term, Executive shall keep secret and shall not exploit or disclose or
make accessible to any person or entity, except in furtherance of the business
of Company, and except as may be required by law or legal process, any
confidential business information of any type that was acquired or developed by
either Company or any of its subsidiaries or affiliates, or Executive, prior to
or during the Term. In addition, the term "confidential business information"
shall not include information which (i) is or becomes generally available to the
public other than as a result of a disclosure by Executive; or (ii) was
available to Executive prior to any employment by Company as a result of his
general business experience.
(e) Divisibility. The provisions contained in this Section 6 as
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to the time period and scope of activities restricted shall be deemed divisible,
so that if any provision contained in this section is determined to be invalid
or unenforceable, that provision shall be deemed modified so as to be valid and
enforceable to the full extent lawfully permitted.
(f) Relief. Executive acknowledges that the provisions of this
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section are reasonable and necessary for the protection of Company and that
Company will be irreparably damaged if such covenants are not specifically
enforced. Accordingly, it is agreed that Company will be entitled to injunctive
relief for the purpose of restraining Executive from violating such covenants
(and no bond or other security shall be required in connection therewith), in
addition to any other relief to which Company may be entitled.
7. Work for Hire.
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Any and all formulations, devices, materials, technology or other
inventions (collectively "Inventions") made, developed or created by Executive
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(whether at the request or suggestion of Company or otherwise, whether alone or
in conjunction with others, and whether during regular hours of work or
otherwise) during the Term, will be promptly and fully disclosed by Executive to
Company and shall be Company's exclusive property. Executive will promptly
deliver to Company all papers, drawings, models, data and other material
relating to any Invention made, developed or created by him as aforesaid.
Executive acknowledges that any Inventions developed, made, or created by
Executive during the Term shall be deemed "Works for Hire" and that Company
shall have the exclusive right to copyright, patent or otherwise protect such
Inventions.
Executive agrees to assign to Company its successors, legal
representatives and assigns all rights, including patent rights, in and to any
such Inventions and further agrees to cooperate with Company if Company pursues
patent protection for such Inventions. Specifically, and without limitation,
Executive agrees to communicate to Company any facts known to Executive
respecting said Invention, to sign all lawful papers, to execute all divisional,
continuing and reissue applications, to make all declarations and to generally
do everything possible to assist Company to obtain and to enforce patent rights
for said Invention in the United States and abroad.
8. Registration Statement.
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(a) Demand Registration. Upon receipt of a written request from
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Executive, Company shall prepare, as soon as practicable, but in no event later
than ninety (90) days of receipt of such request, file with the Securities and
Exchange Commission (the "SEC") a registration statement ("Registration
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Statement") under the Securities Act of 1933, as amended (the "1933 Act"), on
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Form S-3 covering all of the shares of Common Stock of the Company issuable to
the Executive pursuant to Section 3(e), Section 5(e)(ii) and Section 5(e)(iii)
above (the "Registrable Securities"). In the event that Form S-3 is unavailable
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for such a registration, the Company shall use such other form as is available
for such a registration. The Company shall use its best efforts to cause such
Registration Statement to be declared effective as soon as practicable.
(b) Related Obligations. Company shall keep the Registration
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Statement effective pursuant to Rule 415 at all times until the earlier of (i)
the date as of which Executive or his assignee may sell all of the Registrable
Securities covered by such Registration Statement without restriction pursuant
to Rule 144, Rule 145 or any other available exemption, each promulgated under
the 1933 Act (or successor thereto) or any other available exemption or (ii) the
date on which Executive or his assignee shall have sold all the Registrable
Securities covered by such Registration Statement (the "Registration Period"),
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which Registration Statement (including any amendments or supplements thereto
and prospectuses contained therein), to the knowledge of Company, shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading.
Company also shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement. In the case of
amendments and supplements to a Registration Statement which are required to be
filed pursuant to this Agreement by reason of Company filing a report on Form
10-K, Form 10-Q or Form 8-K or any analogous report under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), Company shall have
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incorporated such report by reference into the Registration Statement, if
applicable, or shall file such amendments or supplements with the SEC on the
same day on which the 1934 Act report is filed which created the requirement for
the Company to amend or supplement the Registration Statement.
(c) Expenses. All reasonable expenses, other than underwriting
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discounts, commissions and transfer taxes incurred in connection with
registrations, filings or qualifications pursuant to this Section 8, including,
without limitation, all registration, listing and qualifications fees, printers
and accounting fees shall be paid by Company.
9. Indemnification.
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(a) Company agrees that if Executive is made a party, or is
threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
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fact that he is or was a director, officer or employee of the Company or is or
was serving at the request of Company as a director, officer, member, employee
or agent of another corporation, limited liability corporation, partnership,
joint venture, trust or other enterprises, including services with respect to
employee benefit plans, the Executive shall be indemnified and held harmless by
Company to the fullest extent legally permitted or authorized by Company's
certificate of incorporation or bylaws or resolutions of the Company's Board or,
if greater, by the laws of the State of Delaware, against all cost, expense,
liability and loss (including, without limitation, attorney's fees, judgements,
fines, ERISA excise taxes or other liabilities or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by Executive in
connection therewith, and not otherwise received by him from another sources,
such as insurance, and such indemnification shall continue as to Executive even
if he has ceased to be a director, member, employee or agent of Company or other
entity and shall inure to the benefit of Executive's heirs and legal
representatives. Company shall advance to Executive all costs and expenses
incurred by him in connection with a Proceeding within 20 calendar days after
receipt by the Company of a written request for such advance. Such request
shall include an undertaking by Executive to repay the amount of such advance if
it shall ultimately be determined that he is not entitled to be indemnified
against such costs and expenses; provided that the amount of such obligations to
repay shall be limited to the after-tax amount of any such advance except to the
extent Executive is able to offset such taxes incurred on the advance by the tax
benefit, if any, attributable to a deduction for the repayment.
(b) Neither the failure of Company (including its Board,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of any Proceeding concerning payment of amounts claimed by
Executive under Section 9(a) above that indemnification of the Executive is
proper because he has met the applicable standard of conduct, nor a
determination by Company (including its Board, independent legal counsel or
stockholders) that Executive has not met such applicable standard of conduct,
shall create a presumption that Executive has not met the applicable standard of
conduct.
(c) Company agrees to continue and maintain a directors' and
officers' liability insurance policy covering the Executive with terms and
conditions no less favorable than the most favorable coverage then applying to
any other present or former director or officer of Company, both during the Term
and for six years thereafter.
10. Miscellaneous.
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(a) Survival. The covenants and agreements set forth in this
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Agreement shall survive Executive's termination of employment, irrespective of
any investigation made by or on behalf of any party.
(b) Headings. The section headings of this Agreement are for
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reference purposes only and are to be given no effect in the construction or
interpretation of this Agreement.
(c) Assignment. This Agreement shall not be assignable by
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Executive without the prior written consent of Company; provided, however,
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Executive may assign the registration rights under Section 8 to any transferee
of any Options or Registrable Securities, and shall inure to the benefit of and
be binding upon Executive and his legal representatives.
(4) Territory. Executive shall not be required to relocate or
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render services hereunder in any geographic area beyond a radius of thirty-five
(35) miles from Woburn, Massachusetts; provided, however, that Executive may be
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required to travel for business purposes from time to time, subject to
Executive's reasonable approval.
(e) Governing Law. This Agreement shall be governed by and
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construed in accordance with the law of the Commonwealth of Massachusetts
applicable to agreements made and to be performed in that Commonwealth, without
reference to its principles of conflicts of law.
(f) Notices. All notices, requests, demands and other
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communications (collectively, "Notices") that are required or may be given under
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this Agreement, shall be in writing, signed by the party or the attorney for
that party. All Notices shall, except as otherwise specifically provided herein
to the contrary, be deemed to have been duly given or made: if by hand,
immediately upon delivery; if by telecopier or similar device, immediately upon
sending, provided notice is sent on a business day during the hours of 9:00 a.m.
and 6:00 p.m. E.S.T., but if not, then immediately upon the beginning of the
first business day after being sent; if by Federal Express, Express Mail or any
other overnight delivery service, one day after being placed in the exclusive
custody and control of said courier; and if mailed by certified mail, return
receipt requested, five (5) business days after mailing. All notices are to be
given or made to the parties at the following addresses (or to such other
address as either party may designate by notice in accordance with the
provisions of this section):
If to Company at:
International Wireless, Inc.
000 Xxxxxxxxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Executive at:
Xxxxxx Xxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx
Xxx 000
Xxxx Xxxxx, XX 00000
(g) Enforceability. If any provision of this Agreement is invalid
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or unenforceable, the balance of this Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
(h) Waiver. The failure of a party to this Agreement to insist on
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any occasion upon strict adherence to any term of this Agreement shall not be
considered to be a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Agreement.
Any waiver must be in writing.
(i) Complete Agreement. This Agreement supersedes any prior or
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contemporaneous agreements between the parties with respect to its subject
matter, is intended as a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter, and cannot be
changed or terminated orally.
IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of the date first above written.
INTERNATIONAL WIRELESS, INC.
By: /s/ Xxxxxxx Xxxxx
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Its: COO
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/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Executive
