EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Agreement”) is made and entered into on this 17th day of
July, 2009, by and between Cyalume Technologies, Inc., a Delaware Corporation
(the “Company”), and Xxxxx X. Xxxxxx, (the “Employee”).
WHEREAS,
the Company desires to employ Employee as Technology Vice President of the
Company, and Employee desires to accept such employment upon the terms and
conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereto agree as follows:
1.
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TERM. This Agreement shall be for an
initial term of three years, retroactive to May 1, 2009. The Agreement
shall continue for successive one-year periods thereafter unless and until
terminated by either party upon thirty days’ written notice prior to the
Agreement’s anniversary/expiration date, or until terminated pursuant to
Section 8 of this Agreement.
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2.
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DUTIES OF
EMPLOYEE.
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(a)
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Duties. Employee shall be employed as Technology
Vice President. Employee’s duties shall be such executive,
managerial, administrative, and professional duties as are commensurate
with the position of Technology Vice President, and as shall be assigned
by the President and Chief Operating Officer or the Board of Directors of
the Company, or by their authorized designees. The Employee may delegate
duties to other employees of the Company as he reasonably determines is in
the best interest of the Company, consistent with the general authority
and power given to him hereunder. The principal place of
employment of Employee shall be at the Company’s executive offices in West
Springfield,
Massachusetts.
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(b)
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Exclusive
Employment. Employee shall devote the whole of his business
time, attention and abilities to carrying out his duties
hereunder.
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(c)
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Loyal and
Conscientious Performance.
Employee agrees that to the best of his ability and experience, and in
compliance with all applicable laws and the Company’s policies,
Certificate of Incorporation and Bylaws, as they may be amended from time
to time, he will at all times loyally and conscientiously perform all the
duties and obligations required of him by the terms of this Agreement.
Employee further agrees he shall use his best efforts to promote the
interests and reputation of the Company and its affiliates and not do
anything which is to the detriment of the Company or its
affiliates.
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3.
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COMPENSATION AND
BENEFITS.
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(a)
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Salary.
For all the services to be rendered by Employee in any capacity hereunder,
the Company shall pay Employee, in equal installments consistent with the
Company’s practices for its employees, salary and compensation as set
forth in Schedule 1 attached to this
Agreement and incorporated herein. The Company shall have the ability to
withhold from the compensation otherwise due to Employee under this
Agreement any amounts required to be withheld from compensation from time
to time under applicable
law.
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(b)
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Severance
Benefits.
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(i)
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In
the event Employee’s employment with the Company is terminated by the
Company other than as a result of death, disability (as defined in Section
8(a)(ii)), retirement or for “cause” (as defined in Section 8(a)(iii)), or
if Employee’s employment with the Company is terminated by Employee for
the reason set forth in Section 8(d), and upon execution by Employee of a
separation agreement prepared by the Company, the Company will pay
Employee, at normal payroll intervals for twelve (12) months, a sum equal
to the Employee’s annual Base Salary in effect at the time of termination
hereunder, less applicable deductions and
withholdings.
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(ii)
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If,
upon a Change of Control, or as a consequence of the Change of Control
prior to the Change of Control, or within twelve (12) months following a
Change of Control, the Employee’s employment is terminated without “cause”
or if the Employee terminates his employment for Good Reason, and upon
execution by Employee of a separation agreement prepared by the Company,
the Employee will be entitled to receive, in addition to the severance
benefit set forth in Section 3(b)(i), a severance benefit equal to twelve
(12) months of his Base Salary, less applicable deductions and
withholdings, payable in full on the date of Employee’s
termination. For purposes of this provision, the following
definitions will apply:
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(A)
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A
“Change of Control shall mean (1) any consolidation, merger or
amalgamation of the Company with or into any other corporation whereby the
voting shareholders of the Company immediately prior to such event receive
less than fifty percent (50%) of the voting shares of the consolidated,
merged or amalgamated corporation; (2) a sale by the Company of all or
substantially all of the Company’s assets; or (3) any transaction or
series of transactions having, directly or indirectly, the same effect as
any of the foregoing.
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(B)
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A
termination for “cause” shall mean those reasons defined in Sections
8(a)(i), 8(a)(ii) and 8(a)(iii).
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(C)
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A
termination for “Good Reason” shall mean (1) a material diminution in the
Employee’s title or duties or assignment to the Employee of materially
inconsistent duties; (2) a reduction in the Employee’s Base Salary except
for reductions applicable to all management; or (3) a relocation of
Employee’s principal place of employment of a distance in excess of fifty
(50) miles unless such relocation is effected at the request of Employee
or with the Employee’s approval. There shall be no termination
for Good Reason without written notice from the Employee describing the
basis for the termination and the Company (or a successor) having a
reasonable period to cure.
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2
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(iii)
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In
the event that Employee elects to terminate this Agreement for any reason
other than that set forth in Sections 3(b)(ii)(C) or 8(d), or
in the event that this Agreement is terminated due to Employee’s death or
disability, the Company shall not be obligated to pay to Employee any
severance payments whatsoever and Employee shall be entitled only to that
Base Salary and those benefits which he has earned through the date of
such termination.
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(c)
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Fringe
Benefits.
So long as Employee remains in the employ of the Company, Employee shall
be provided those benefits set forth in Schedule 1 to this Agreement. Employee
shall also receive such additional benefits as may be authorized from time
to time by the Company’s Board of
Directors.
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4.
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NONCOMPETITION BY
EMPLOYEE.
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(a)
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During
the term of this Agreement and for a period of two (2) years after
Employee has ceased to be employed by Company for any reason, Employee
shall not, without the prior written consent of a duly authorized officer
of Company, directly or indirectly (i) engage in the business of, or (ii)
assist or have an interest in (whether as proprietor, partner, investor,
stockholders, officer, director or any type of principal whatsoever), or
(iii) enter the employment of or act as an agent, advisor, or consultant
to any person, firm, partnership, association, corporation, business
organization, entity or enterprise that is, or is to become, directly or
indirectly, engaged in any business actually or potentially competitive
with that of Company in any area or territory in which Company offers its
services or products.
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(b)
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During
the term of this Agreement, and for a period of two (2) years after
Employee has ceased to be employed by Company for any reason, Employee
shall not, without the prior written consent of a duly authorized officer
of Company, solicit from any person, company, firm or organization, or any
affiliate of the foregoing, which was or is a client or associated firm of
Company or which Company was soliciting as a client or associated firm of
Company during any of the twelve (12) months immediately preceding the
termination or expiration of the Agreement, any business substantially
similar to that done by Company, including but not limited to any business
Employee was soliciting or on which he worked while employed by
Company.
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5.
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CONFIDENTIALITY. Employee acknowledges, understands and agrees
that all trade secrets and information relating to the business of the
Company and/or its affiliates, including without limitation, procedures,
product information, manufacturing techniques or processes, expertise,
records, customer or prospect lists and information, vendor lists and
information, supplier lists and information, internal operating forms,
financial information or accounting methods, systems, books, manuals,
employee information, any confidential information concerning the
business, the Company, its affiliates, or the business, policies or
operations of the business, the Company or its affiliates which Employee
may have learned, possessed or controlled on or prior to the date hereof
or which Employee may learn, possess or control during the term of
Employee’s continued employment by the Company or any of its affiliates
(as an employee, consultant, agent or otherwise) (collectively, “Trade
Secrets”) are confidential and shall remain the sole and exclusive
property of the Company and its affiliates. Trade Secrets include both
written information and information not reduced to writing. Except as may
be required pursuant to any law or the order of a court, or except as may
be public knowledge (which shall not have become public knowledge as a
result of any action of Employee), Employee shall not, at any time,
retain, duplicate, remove from the business premises of Company or any of
its affiliates, make use of, other than in the ordinary course of
fulfilling his duties as an employee of the Company, divulge or otherwise
disclose, directly or indirectly, any Trade Secrets. Employee shall not
publish or disclose, and shall exercise his best efforts to prevent others
from publishing or disclosing, any Trade Secrets and he shall not use or
attempt to use any such knowledge or information which he may have or
acquire in any manner which may injure or cause loss, whether directly or
indirectly, to the Company or its affiliates or use his personal knowledge
or influence over any customers, clients, suppliers or contractors of the
Company or its affiliates so as to take advantage of the Company’s or its
affiliate’s trade or business connections or utilize information
confidentially obtained by
him.
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3
6.
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NON-SOLICITATION.
Employee hereby covenants and agrees that, at all times during his
employment with the Company and for a period of two (2) years immediately
following his termination for any reason, Employee shall not employ or
seek to employ any person employed at the time by the Company or any of
its affiliates, or otherwise engage or entice, either directly or
indirectly, such person to leave such
employment.
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7.
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VIOLATION OF
AGREEMENT.
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(a)
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The
restrictions set forth in Sections 4, 5 and 6 shall extend to any and all
activities of the Employee, whether alone or together with or on behalf of
or through any other person or
entity.
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(b)
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Employee’s
obligations under Sections 4, 5 and 6 shall survive termination of this
Agreement and of Employee’s employment with the
Company.
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(c)
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Employee
acknowledges that the restrictions contained in Sections 4, 5 and 6, in
view of the nature of the business in which Company is engaged, are
reasonable and necessary to protect the legitimate interests of
Company. Employee understands that the remedies at law for his
violation of any of the covenants or provisions of Sections 4, 5 and 6
will be inadequate, that such violations will cause irreparable injury
within a short period of time, and that Company shall be entitled to
preliminary injunctive relief and other injunctive relief against such
violation. Such injunctive relief shall be in addition to, and
in no way in limitation of, any and all other remedies that Company shall
have in law and equity for the enforcement of those covenants and
provisions. Employee further acknowledges that should he
violate any of the covenants or provisions of Sections 4, 5 and 6, he will
reimburse Company for its reasonable costs and attorneys’ fees incurred to
enforce the terms of this
Agreement.
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8.
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TERMINATION.
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(a)
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The
Employee’s employment hereunder may be terminated by the Company
immediately upon the occurrence of any of the following events, and the
Company shall have no obligations to the Employee for any period after the
effective date of such termination, except vested benefits or as otherwise
provided in Section 3 herein:
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(i)
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The
death of Employee.
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(ii)
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A
mental or physical illness or injury that prevents Employee from
performing his duties hereunder for a period of 90 consecutive days or for
120 days in any 360 day period, or the Employee has been declared by a
court of competent jurisdiction to be mentally incompetent or incapable of
managing his affairs.
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4
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(iii)
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For
“cause” which, for the purposes of this Section, shall
mean:
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(A)
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Continued
neglect or failure to perform his duties and responsibilities;
or
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(B)
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Formally
being charged, either criminally or civilly, with committing fraud,
misappropriation or embezzlement, whether or not in the performance of
Employee’s duties as an employee of the Company;
or
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(C)
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Violations
of any law which violation materially affects the Employee’s performance
of his duties to the Company; or
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(D)
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The
conviction of, or plea of guilty or nolo contendere to, a felony or crime
involving moral turpitude; or
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(E)
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Willfully
engaging in conduct materially injurious to the Company or its affiliates;
or
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(F)
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Diverting
any business opportunity of the Company or its affiliates for Employee’s
direct or indirect personal gain;
or
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(G)
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Failure
to observe or perform the covenants and agreements contained in this
Agreement, including but not limited to those contained in Sections 4, 5
and 6 of this Agreement.
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(b)
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The
Employee’s employment hereunder may be terminated at any time upon the
mutual written agreement of Employee and the
Company.
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(c)
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The
Employee’s employment hereunder may be terminated by either party with
thirty (30) days of written notice thereof. Notwithstanding the
foregoing, if Employee’s employment hereunder is terminated without
“cause” during the initial term of this Agreement, Employee shall be paid
any applicable severance benefits as set forth in Section 3(b) and the
remainder of the compensation due him during that initial term as set
forth in Schedule 1 to
this Agreement, less applicable deductions and
withholdings.
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5
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(d)
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The
Employee may terminate his employment hereunder upon any breach by the
Company of any material provision of this Agreement not cured within sixty
(60) days of written notice
thereof.
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(e)
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Except
as may otherwise be set forth herein, in the event of termination of the
Employee’s employment by the Company as permitted under clause (a) of this
Section, Employee shall be entitled only to his Base Salary and other
compensation and benefits earned through the date of
termination.
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(f)
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Upon
the termination of his employment hereunder for any reason whatsoever,
Employee shall immediately deliver to the Company all documents,
statistics, accounts, records, programs and other items of whatever nature
or description (the “Documents”) which may be in his possession or under
his control which relate in any way to the Trade Secrets or the business
or affairs of the Company or of any of its affiliates, and no copies of
any such Documents or any part thereof shall be retained by
him.
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(g)
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In
the event of the termination of Employee’s employment under this
Agreement, Employee shall be deemed to have resigned from all positions
held in the Company. Upon request of the Company, Employee shall promptly
sign any and all documents reflecting such resignations as of the date of
termination of his employment.
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9.
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REPRESENTATIONS. Employee hereby represents and warrants that
this Agreement constitutes his valid and binding obligation enforceable in
accordance with its terms and the execution, delivery and performance of
this Agreement does not violate any agreement, arrangement or restriction
of any kind to which Employee is a party or by which he is
bound.
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10.
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MISREPRESENTATION. Neither party hereto shall knowingly at any time
make any untrue statement in relation to the other or any of their
affiliates and in particular Employee shall not after the termination of
his employment hereunder wrongfully represent himself as being employed by
or connected with the Company or any affiliate of the
Company.
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11.
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REIMBURSEMENT OF
EXPENSES.
The Company shall reimburse Employee for all ordinary and necessary
out-of-pocket expenses reasonably incurred by Employee on behalf of the
business of the Company. Employee agrees that expense reports must be
submitted to obtain reimbursement of expenses as well as presentation of
such supporting documentation as the Company may reasonably require.
Employee further agrees to submit with expense reports such records and
logs as may be required by the relevant taxing authorities for the
substantiation of each such business expense as a deduction on the
Company’s income tax
returns.
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12.
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INVENTIONS,
ETC.
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(a)
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It
shall be part of the normal duties of Employee at all times to consider in
what manner and by what new methods or devices the products, services,
processes, equipment or systems of the Company or any of its affiliates
with which he is concerned or for which he is responsible might be
improved, and promptly to give to the President of the Company or Board of
Directors full details of any invention or improvement which he may from
time to time make or discover in the course of his duties, and to further
the interests of the Company with regard thereto. Subject only to any
contrary provisions of the laws of the United States or the Commonwealth
of Massachusetts, all such materials, inventions, improvements, methods,
products, services, equipment or systems shall be deemed to be “works made
for hire”, and to the extent such items are not works made for hire, the
Employee hereby irrevocably grants and assigns such materials, inventions,
improvements, methods, products, services, equipment or systems to the
Company which shall be entitled, free of charge, to the sole ownership of
any such invention or improvement.
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(b)
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Employee
shall, if and when required so to do by the Company, at the expense of the
Company, apply or join with the Company in applying for patents or other
protection in any part of the world for any such discovery, invention or
process as aforesaid and shall at the expense of the Company, execute and
do or cause to be done all instruments and things reasonably necessary for
vesting the said patent or other protection when obtained and all right,
title and interest to and in the same in the Company or in such other
person as the Company may
designate.
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(c)
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For
the purpose of this clause Employee hereby irrevocably authorizes the
company as his attorney in his name to execute any documents or take any
actions which are required in, order to give effect to the provisions of
this Section and the Company is hereby empowered to appoint and remove at
its pleasure any person as agent and substitute for and on behalf of the
Company in respect of all or any of the matters
aforesaid.
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13.
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NOTICES. Any notices to be given hereunder by either
party to the other may be effectuated either by personal delivery in
writing, by electronic facsimile transmission, by commercial overnight
courier or by mail, postage prepaid, with return receipt requested.
Notices shall be addressed to the parties as
follows:
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If to the
Company:
Cyalume
Technologies, Inc.
00
Xxxxxxx Xxxxxx
Xxxx
Xxxxxxxxxxx, XX, 00000
Attention:
President
with a
copy to:
Bowditch
& Xxxxx, LLP
000 Xxxx
Xxxxxx, X.X. Xxx 00000
Xxxxxxxxx,
XX 00000-0000
Attention:
Xxxxx X. Xxxxxx, Esquire
If to
Employee:
Xxxxx X.
Xxxxxx
00
Xxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
or to
such other addresses as either the Company or Employee may designate by written
notice to each other. Notices delivered personally shall be deemed duly given on
the date of actual receipt; mailed notices shall be deemed duly given as of the
fifth (5th) day
after the date so mailed. Notices hereunder may be delivered by electronic
facsimile transmission (fax) if confirmation by sender is made within three (3)
business days by mail or personal delivery.
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14.
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ATTORNEYS’
FEES. If any party shall bring an action to enforce
this Agreement, each party will bear her/his/its own attorneys’ fees and
costs.
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15.
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WAIVER OF
BREACH. The waiver by any party to a breach of any
provision in this Agreement cannot operate or be construed as a waiver of
any subsequent breach by a
party.
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16.
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SEVERABILITY. The invalidity or unenforceability of any
particular provision in this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects
as if the invalid or unenforceable provision were
omitted.
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17.
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ENTIRE
AGREEMENT. Except as otherwise provided herein, this
Agreement covers the entire understanding of the parties as to the
employment of Employee, superseding all prior understandings and
agreements, and no modification or amendment of its terms and conditions
shall be effective unless in writing and signed by the parties or their
respective duly authorized
agents.
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18.
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19.
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CONSENT TO
JURISDICTION. Employee hereby irrevocably submits to the
jurisdiction of any court of Delaware or any federal court sitting in the
State of Delaware over any suit, action or proceeding arising out of or
relating to this Agreement. Employee hereby agrees that a final judgment
in any such suit, action or proceeding brought in any such court, after
all appropriate appeals, shall be conclusive and binding upon
him.
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20.
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SUCCESSORS AND
ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their successors, permitted
assigns, legal representatives and heirs, but neither this Agreement nor
any rights hereunder shall be assignable by any of its parties except as
permitted by this Section. Employee agrees that this Agreement may be
assigned or transferred by operation of law by the Company upon a sale,
merger, reorganization or other business combination of or involving the
Company; provided, however, that (i) such assignee or other successor to
the Company shall assume all obligations of the Company hereunder and (ii)
that Employee shall perform all services required pursuant to this
Agreement for any such assignee or
successor.
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21.
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MISCELLANEOUS. The Section headings of this Agreement are for
convenience of reference only and do not form a part hereof and do not in
any way modify, interpret, or construe the intentions of the parties. This
Agreement may be executed in one or more counterparts and all such
counterparts shall constitute one and the same
instrument.
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22.
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RIGHT OF
SET-OFF. The Company may at any time offset against any
compensation or other remuneration due or to become due to the Employee,
or anyone claiming through or under the Employee, any debt or debts due or
to become due from the Employee to the
Company.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
[COMPANY]
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By:
______________________________
Name:____________________________
Title:_____________________________
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9
SCHEDULE
1
TO
EMPLOYMENT AGREEMENT OF
Xxxxx
X. Xxxxxx
1.
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Salary.
The Company shall pay Employee an annual base salary (“Base Salary”) of
Two-hundred fifteen thousand ($215,000.00), at normal payroll intervals
and less applicable deductions and withholdings, which shall be subject to
annual adjustments at the sole discretion of the Board of Directors of the
Company.
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2.
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Cash Bonus and Equity
Bonus Awards
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Cash
Bonus. For
purposes of this Section, cash bonuses shall include all payments under all
bonus, incentive or other similar programs maintained by the Company for which
the Employee qualifies.
Cash
Bonus (Up to 45% of Base Pay)
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Criteria
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Maximum
% of Total Award
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Award
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Revenue
goals
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25
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100%
if the Company achieves 100% of Revenue goal; 80% if the Company achieves
80% of Revenue goal. If the Company achieves percentages of its
budgeted Revenue between the limits above, the bonus will be awarded pro
rata.
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EBITDA
goals
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25
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100%
if the Company achieves 100% of EBITDA goal; 80% if the Company achieves
80% of EBITDA goal. If the Company achieves percentages of its
budgeted EBITDA between the limits above, the bonus will be awarded pro
rata.
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Specific
objectives
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50
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Percentage
determined by CEO based on specific objective
accomplishments
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25%
of the bonus will be based on the Company achieving overall Revenue
targets
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25%
of the bonus will be based on the Company achieving overall EBITDA
targets
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The
remaining 50% of bonus will be based on specific objectives relating
to:
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§
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Specific
product development initiatives
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o
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Shotgun
Tracer
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o
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9mm
and 5.56mm projectiles
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o
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Medical
applications
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10
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§
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Execution
of IP Strategy
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o
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Developing
IP around the three identified critical areas (Basic Discovery Chemistry,
Chemical Light Ammunition, and Medical
Products)
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o
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Continued
issuance of patents
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o
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Writing
of provisional patents
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§
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Development
of new catalyst system.
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§
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Supporting
French subsidiary with chemistry
issues.
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These
Cash Bonus Award objectives will be renegotiated and mutually agreed upon by the
Employee and the CEO annually.
If the
Employee’s employment is terminated by the Employer other than for “cause”, the
Employee shall be entitled to receive a prorated cash bonus for the calendar
year in which the Employee terminated employment and, if applicable, the prior
calendar year, based on the number of full calendar months such Employee was
employed by the Employer during such calendar year.
Equity
Bonus. Subject
to approval by the Board of Directors of Cyalume Technologies Holdings, Inc.
(the “Parent”), the Employee shall be entitled to participate in the Parent’s
2009 Omnibus Securities and Incentive Plan (the “2009 Plan”) in accordance with
the eligibility requirements for participation therein. Nothing
herein shall be construed so as to prevent the Parent from modifying or
terminating the 2009 Plan.
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Subject
to the approval of the Board of Directors of the Parent, the Employee
shall be eligible to receive equity compensation of up to 40,000 shares of
restricted stock of the Parent, as well as options to purchase up to
110,000 shares of common stock of the Parent, based on the Employee’s and
the Company’s achievement of the performance goals set forth in Section 2
of this Schedule I. Such options and restricted stock shall be
vested over a period of four years
..
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In
addition, contingent upon Employee having achieved certain objectives set
forth by the CEO and the Parent’s Compensation Committee, the Employee
shall be eligible to receive, in each year that this Agreement is in
effect, (i) options to purchase up to 15,000 shares of common stock of the
Parent and (ii) 4,000 shares of restricted common stock of the
Parent. If issued, such stock and options shall vest in equal
annual installments over four
years,
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The
options and restricted stock awards will be based upon specific objectives
relating to:
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·
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Achieving
objectives defined and agreed upon annually by the Employee, the CEO, and
the Parent’s Compensation Committee. If the Employee fails to
achieve certain goals, the unvested shares will remain in the award to
vest in future years.
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In
the event of a Change of Control, all equity awards issued to the Employee
pursuant to this Agreement, including this Schedule I, shall immediately
accelerate and vest.
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3.
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Benefits.
Employee shall be provided with health, life, and disability insurance
coverage and other similar benefits substantially equivalent to those
provided to employees of the Company from time to time, all in accordance
with the standard policies of the Company. Employee shall be
permitted to participate in the Company’s 401(k) Retirement
Plan.
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4.
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Paid Time Off
(PTO)/Sick Days.
Employee shall be provided with five (5) weeks of PTO, available on
January 1 of each calendar year, and with sick days in accordance with the
standard policies of the Company. Employee shall be permitted to carry
over a maximum of six (6) weeks of unused PTO into any subsequent period.
Upon termination of employment, Employee shall not be paid for unused sick
days, but will be paid for accrued, unused
PTO.
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5.
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Automobile
Allowance. Employee
shall be furnished an automobile allowance of $9,000 per year, paid on a
weekly basis.
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