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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
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AGREEMENT dated as of May 20, 1998, by and between Citizen
Bancshares, Inc. (the "Corporation"), having a principal office in Bowling
Green, Ohio, and Xxxxxx X. Xxxxxx (the "Employee").
WHEREAS, Mid Am, Inc. and Citizens Bancshares, Inc. have
entered into an Amended and Restated Agreement and Plan of Merger dated August
5, 1998 (the "Merger Agreement"), which provides for the merger of Mid Am, Inc.
into Citizens Bancshares, Inc. (the "Merger");
WHEREAS, the parties wish to ensure continuity in management
and leadership of the combined organization and to minimize the departure or
distraction of management in the event of a change in control, and therefore
desire to enter into this Employment Agreement.
WHEREAS, the Board of Directors of the Corporation (the
"Board") and the Board of Directors of Mid Am, Inc. have approved and authorized
the Corporation's entry into this Agreement with the Employee;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the Corporation and the Employee agree as follows:
1. Effective Time. The provisions of this Agreement shall take
effect as of the Effective Time of the Merger as defined in the Merger Agreement
("Effective Time"), provided Employee is employed by Mid Am, Inc. on that date.
As of the Effective Time the prior Change in Control Agreement between Employee
and Mid Am, Inc. shall terminate and become null and void.
2. Employment. The Employee is employed as Senior Chairman of
the Board of the Corporation. As Senior Chairman of the Board the Employee shall
render executive, policy and other management services to the Corporation of the
type customarily performed by persons serving in a similar executive officer
capacity, subject to the powers by law vested in the Board and in the
Corporation's stockholders. The Employee shall be a full time employee of the
Corporation. During the term, the Corporation shall nominate the
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Employee for election to the Board at each election of directors at which his
term thereon would expire, unless a majority of the entire Board determines
otherwise.
The Employee shall perform his duties and responsibilities
under this Agreement faithfully, diligently and to the best of the Employee's
ability, and in compliance with all applicable laws in all material respects and
the Corporation's Sixth Restated Articles of Incorporation and Code of
Regulations, as they may be amended from time to time.
3. Term. The term of employment under this Agreement shall be
for a period commencing on the Effective Date and shall end upon the Employee's
reaching age 65.
4. Compensation. (a) Base Salary. The Corporation agrees to
pay the Employee during the Term an annual base salary ("Base Salary") of
$250,000. Base Salary shall be reviewed at least annually during the Term by the
Board, and the Employee shall receive such increases in Base Salary, if any, as
the Personnel and Compensation Committee of the Board, or any successor thereto
(the "Committee") in its absolute discretion may determine, together with such
performance or merit increases, if any, as the Committee in its absolute
discretion may determine. If Employee's Base Salary is increased by the Company,
such increased Base Salary shall then constitute the Base Salary for all
purposes of the Agreement. Employee's Base Salary shall not be reduced during
the Term. Participation with respect to retirement and other employee benefit
plans and fringe benefits shall not reduce the Base Salary payable to the
Employee under this Section 4. The Base Salary shall be payable to the Employee
in equal installments in conformity with the Corporation's normal payroll
periods.
(b) Bonus. During the Term, the Employee shall be eligible to
receive an annual performance bonus (in an amount no greater than 100% of the
Base Salary for the year with respect to which such performance is measured)
consistent with the Corporation's management incentive program, as approved by
the Committee, and shall have an annual target bonus under such program equal to
at least 40% of such Base Salary.
(c) Additional Payments. In addition to the Base Salary and
bonus for his duties as Senior Chairman, the Corporation will additionally
compensate Employee in
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the amount of $2.5 million for, among other consideration, relinquishing all of
his rights under his Change in Control Agreement and entering into a non-compete
agreement with the Corporation. Payments to Employee for this amount will be
made in a manner mutually agreeable to Employee and the Corporation.
5. Withholding Obligation. The Corporation shall have the
ability to withhold from the compensation otherwise due to the Employee under
this Agreement any federal income tax, Federal Insurance Contribution Act tax,
Federal Unemployment Act tax, or other amounts required to be withheld from
compensation from time to time under the Internal Revenue Code of 1986, as
amended (the "Code"), or under any state or municipal laws or regulations.
6. Fringe Benefits.
(a) Vacations and Leave. During the Term, the Employee
shall be entitled to annual paid vacation of four (4) weeks per year or such
longer period as the Committee may approve. The Employee shall schedule the
timing of paid vacations in a reasonable manner. The Employee shall also be
entitled to such other leave, with or without compensation, as shall be mutually
agreed upon by the Committee and the Employee.
(b) Participation in Retirement and Employee Benefit Plans.
During the Term, the Employee shall be entitled to participate, on a basis no
less favorable than any other senior executive officer of the Corporation, in
benefit plans of the Corporation or its subsidiaries relating to stock options,
stock appreciation, stock purchases, pension, thrift, deferred compensation,
profit sharing, group life insurance, medical coverage, education or other
retirement or employee benefits that the Corporation may adopt for the benefit
of its executive employees.
(c) Other Benefits. During the Term, the Employee shall be
entitled to participate in any other fringe benefits which are or may become
applicable to the Corporation's executive employees, including the use of an
automobile, a reasonable expense account, the payment of reasonable expenses for
attending annual and periodic meetings of trade associations, and any other
benefits which are commensurate with the duties and
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responsibilities to be performed by the Employee under this Agreement, on a
basis no less favorable than any other senior executive officer of the
Corporation.
7. Termination of Employment. The Employee's employment
hereunder may be terminated under the circumstances set forth in paragraphs (a)
through (e) below:
(a) Death. The Employee's employment hereunder shall
terminate upon his death. If the Employee shall die during the Term, the
Corporation shall pay to such person as the Employee has designated in a notice
filed with the Corporation, or, if no such notice is filed, to his estate, in
substantially equal monthly installments, from the date of his death for a
period of two years, an annual amount equal to Employee's Base Salary as of his
date of death.
(b) Disability. If, as a result of the Employee's
incapacity due to physical or mental illness, the Employee shall have been
absent from his duties hereunder on a full-time basis for the entire period of
six (6) consecutive months, and within thirty (30) days after written Notice of
Termination is given (which may occur one month before or after the end of such
six (6) month period) shall not have returned to the performance of his duties
hereunder on a full-time basis, the Corporation may terminate the Employee's
employment hereunder for "Disability." In that instance, he shall be entitled to
receive for two years, an annual amount equal to the Employee's Base Salary as
of his date of disability in addition to disability benefits of the type
provided for other executive employees in similar positions with the
Corporation.
(c) Cause. The Corporation may terminate the Employee's
employment hereunder for Cause or without Cause. Termination for Cause shall
mean termination because of (i) the willful and continued failure by the
Employee to substantially perform his duties to the detriment of the Corporation
(other than any such failure resulting from his incapacity due to physical or
mental illness), after a written demand for substantial performance is delivered
to the Employee by the Board which specifically identifies the manner in which
the Board believes the Employee has not substantially performed his duties to
the detriment of the Corporation, or (ii) the willful engaging by the Employee
in gross
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misconduct materially and demonstrably injurious to the Corporation. For
purposes of this paragraph (c), no act or failure to act by the Employee shall
be considered "willful" unless done or omitted to be done by the Employee in bad
faith and without reasonable belief that the Employee's action or omission was
in the best interests of the Corporation or its affiliates. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the
Board, shall be conclusively presumed to be done, or omitted to be done, by the
Employee in good faith and in the best interests of the Corporation. Cause shall
not exist unless and until the Corporation has delivered to the Employee a copy
of a resolution duly adopted by two-thirds (2/3) of the entire Board at a
meeting of the Board called and held for such purpose (after reasonable notice
to the Employee and an opportunity for the Employee, together with counsel, to
be heard before the Board), finding that in the good faith opinion of the Board
Employee was guilty of conduct set forth in clause (i) or (ii) has occurred and
specifying the particulars thereof in detail. Following a Change in Control, the
Corporation must notify the Employee of any event constituting Cause within
ninety (90) days following the Corporation's knowledge of its existence or such
event shall not constitute Cause under this Agreement.
(d) Good Reason. The Employee may terminate his employment
hereunder with or without Good Reason; provided, however, that the Employee
agrees not to terminate his employment hereunder (other than for Good Reason or
for Retirement) during the ninety-day period following a Change in Control. For
purposes of this Section 7(d), "Good Reason" shall mean any (i) material change
or alteration in Employee's duties or responsibilities as Senior Chairman
without his consent except in connection with termi nation of the Employee for
Cause, (ii) failure by the Corporation to comply with Sections 2, 4 or 6 hereof
in any material respect; or (iii) any requirement of the Corporation that the
Employee be based anywhere more than thirty (30) miles from the office where the
Employee is located at the Effective Time. For purposes of this Agreement, "Good
Reason" shall not exist until after Employee has given the Company notice of the
applicable event within 90 days of such event and which is not remedied within
30 days after receipt of written notice
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from Employee specifically delineating such claimed event and setting forth
Employee's intention to terminate employment if not remedied; provided, that if
the specified event cannot reasonably be remedied within such 30-day period and
the Company commences reasonable steps within such 30-day period to remedy such
event and diligently continues such steps thereafter until a remedy is effected,
such event shall not constitute "Good Reason" provided that such event is
remedied within 60 days after receipt of such written notice. The Employee's
right to terminate employment for Good Reason shall not be affected by the
Employee's incapacity due to mental or physical illness and the Employee's
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any event or condition constituting Good Reason.
(e) Retirement. For purposes of this Agreement,
"Retirement" shall mean termination of the Employee's employment by either the
Employee (other than for Good Reason) or the Corporation (other than for Cause)
on or after the Employee's normal (i.e., not early) retirement age under the
terms of the Corporation's pension plan (or, any other tax-qualified plan, if no
pension plan exists); provided, that, following a Change in Control such normal
retirement age may not be reduced for purposes of this Agreement without the
consent of the Employee.
(f) Date of Termination. For purposes of this Agreement,
"Date of Termination" means (1) the effective date on which the Employee's
employment by the Corporation terminates as specified in a Notice of Termination
by the Corporation or the Employee, as the case may be, or (2) if the Employee's
employment terminates by reason of death, the date of death of the Employee.
Notwithstanding the previous sentence, (i) if the Employee's employment is
terminated for Disability (as defined in Section 7(b)), then such Date of
Termination shall be no earlier than thirty (30) days following the date on
which a Notice of Termination is received, and (ii) if the Employee's employment
is terminated by the Corporation other than for Cause, then such Date of
Termination shall be no earlier than sixty (60) days following the date on which
a Notice of Termination is received.
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(g) Payment Upon Termination. Upon any termination of
employment hereunder, the Corporation shall pay the Employee, within ten (10)
days following his Date of Termination, a lump sum cash amount equal to the sum
of (i) the Employee's unpaid prorated Base Salary through the Date of
Termination, (ii) any bonus payments which have become payable (other than
deferred amounts), to the extent not heretofore paid, (iii) any vacation pay
owed with respect to accrued, but unused, vacation, and (iv) any other benefits
payments due to the Employee.
(h) Termination Without Cause or For Good Reason. In
addition to the payments set forth in Section 7(g) hereof, in the event that the
Employee's employment with the Corporation terminates as a result of (i) a
termination by the Employee for Good Reason, or (ii) a termination by the
Corporation without Cause (other than for Retirement or Disability), then the
Corporation shall pay to the Employee, in one lump sum within thirty days
following the Date of Termination, his unpaid prorated annual Base Salary and
unpaid prorated targeted annual bonus for the year of termination, plus an
amount equal to the Employee's annual Base Salary plus targeted annual bonus
(hereinafter the Employee's "Annual Cash Compensation") multiplied by the number
of whole and partial years remaining in the Term as it existed immediately prior
to the Date of Termination. In addition, all stock options granted to the
Employee after the Effective Date shall vest and become immediately exercisable
in full. In addition, the Corporation shall continue to provide, for the
remainder of the Term as existed immediately prior to the Employee's Date of
Termination, the Employee (and the Employee's dependents if applicable) with the
same level of medical, dental, accident, disability and life insurance benefits
upon substantially the same terms and conditions (including cost of coverage to
the Employee) provided, that, if the Employee cannot continue to participate in
the Corporation's plans providing such benefits, the Corporation shall otherwise
provide such benefits on the same after-tax basis as if continued participation
had been permitted. Notwithstanding the foregoing, in the event the Employee
becomes reemployed with another employer and becomes eligible to receive welfare
benefits from such employer, the welfare benefits described herein shall be
secondary to such benefits
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during the period of the Employee's eligibility, but only to the extent that the
Corporation reimburses the Employee for any increased cost and provides any
additional benefits necessary to give the Employee the benefits hereunder.
(i) Gross-Up Payment. Anything in this Agreement to the
contrary notwithstanding, in the event it shall be determined that any
payment or distribution, or any acceleration of vesting of any benefit or
award, by the Corporation or its affiliated companies to or for the benefit of
the Employee (whether paid or payable, distributed or distributable or
accelerated or subject to acceleration pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required
under this Section 7(i)) (a "Payment") would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties are incurred
by the Employee with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as
the "Excise Tax"), then the Employee shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Employee of all taxes imposed upon the Gross-Up Payment and any interest or
penalties imposed with respect to such taxes, the Employee retains an amount of
the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the
Payments and (y) the product of any deductions disallowed because of the
inclusion of the Gross-Up Payment in the Employee's adjusted gross income and
the highest applicable marginal rate of federal income taxation for the
calendar year in which the Gross-Up Payment is to be made. For purposes of
determining the amount of the Gross-Up Payment, the Employee shall be deemed to
(A) pay federal income taxes at the highest marginal rates of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made, (B)
pay applicable state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-Up Payment is to be made, net
of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes and (C) have otherwise allowable
deductions for federal income tax purposes at least equal to those which could
be disallowed because of the inclusion of the Gross-Up Payment in the
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Employee's adjusted gross income. The payment of a Gross-Up Payment under this
Section 7(i) shall in no event be conditioned upon the Employee's termination of
employment or the receipt of severance benefits under this Agreement.
(j) Computation of Gross-Up Payment. Subject to the
provisions of Section 7(i), all determinations required to be made under this
Section 7(j), including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made by the public accounting firm that is
retained by the Corporation (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Corporation and the Employee within fifteen
(15) business days of the receipt of notice from the Corporation or the Employee
that there has been a Payment, or such earlier time as is requested by the
Corporation (collectively, the "Determination"). All fees and expenses of the
Accounting Firm shall be borne solely by the Corporation and the Corporation
shall enter into any agreement requested by the Accounting Firm in connection
with the performance of its services hereunder. The Gross-Up Payment under this
Section 7(j) with respect to any Payment shall be made no later than thirty (30)
days following such Payment. If the Accounting Firm determines that no Excise
Tax is payable by the Employee, it shall furnish the Employee with a written
opinion to such effect, and to the effect that failure to report the Excise Tax,
if any, on the Employee's applicable federal income tax return will not result
in the imposition of a negligence or similar penalty. The Determination by the
Accounting Firm shall be binding upon the Corporation and the Employee. As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the Determination, it is possible that Gross-Up Payments which will not
have been made by the Corporation should have been made ("Underpayment") or
Gross-Up Payments are made by the Corporation which should not have been made
("Overpayment"), consistent with the calculations required to be made hereunder.
In the event that the Employee thereafter is required to make payment of any
additional Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment (together with interest
at the rate provided in
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Section 1274(d)(2)(B) of the Code) shall be promptly paid by the Corporation to
or for the benefit of the Employee. In the event the amount of the Gross-Up
Payment exceeds the amount necessary to reimburse the Employee for his Excise
Tax, the Accounting Firm shall determine the amount of the Overpayment that has
been made and any such Overpayment (together with interest at the rate provided
in Section 1274(d)(2)(B) of the Code) shall be promptly paid by the Employee to
or for the benefit of the Corporation. The Employee shall cooperate, to the
extent his expenses are reimbursed by the Corporation, with any reasonable
requests by the Corporation in connection with any contests or disputes with the
Internal Revenue Service in connection with the Excise Tax.
8. Covenants Not to Compete; Confidentiality.
(a) The Employee covenants that if during the Term, if he
voluntarily terminates his employment with the Corporation under circumstances
which do not constitute Good Reason (unless such termination is approved by the
Board) or if his employment is terminated by the Corporation for Cause, he shall
not without the consent of the Board for a period of one year after Date of
Termination:
1) engage or be interested, whether alone or together with
or on behalf or through any other person, firm, association, trust,
venture, or corporation, whether as sole proprietor, partner,
shareholder (unless his interest as a shareholder qualifies under
clause 4(i) or 4(ii) below), agent, officer, director, employee,
adviser, consultant, trustee, beneficiary or otherwise, in any business
principally and directly engaged in the operation of a business that is
competitive with any business in which the Corporation is engaged,
which business operates in a geographic area in which, at the time of
such termination of employment, the Corporation is conducting
substantial business or plans to conduct substantial business (a
"competing business");
2) assist others in conducting any competing business;
3) directly or indirectly recruit or induce or hire any
person who is an employee of the Corporation or any of its
subsidiaries, or solicit any of the Corporation's customers, clients or
providers; or
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4) own any capital stock or any other securities of, or
have any other direct or indirect interest in, any entity which owns or
operates a competing business, other than the ownership of (i) less
than five percent (5%) of any such entity whose stock is listed on a
national securities exchange or traded in the over-the-counter market
and which is not controlled by the Employee or any affiliate of the
Employee or (ii) any limited partnership interest of less than five
percent (5%) in such an entity.
Nothing contained in this section, however, shall prohibit the
Employee from taking any of the actions set forth in clause (1), (2), (3) or (4)
above if (i) the Employee's employment has been terminated other than for Cause,
or (ii) the Employee has terminated employment for Good Reason.
(b) In the event that the Employee breaches or threatens to
breach any of the terms of this Section 8, the Employee acknowledges that the
Corporation's remedy at law would be inadequate and that the Corporation shall
be entitled to an injunction restraining the Employee from committing or
continuing such breach.
9. Payment Obligation Absolute. Except as expressly provided
with respect to continued welfare benefits under Section 7(h) the Corporation's
obligation to pay the Employee the compensation and other benefits provided
herein shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Corporation may have against the
Employee. All amounts payable by the Corporation hereunder shall be paid without
notice or demand.
10. Notice.
(a) For purposes of this Agreement, all notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered or five (5) days after deposit in
the United States mail, certified and return receipt requested, postage prepaid,
addressed as follows:
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If to the Employee:
0000 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
If to the Corporation:
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000-0000
Attention: Secretary
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
(b) A written notice (a "Notice of Termination") of the
Employee's Date of Termination by the Corporation or the Employee, as the case
may be, to the other, shall (i) indicate the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated and
(iii) specify the Date of Termination. The failure by the Employee or the
Corporation to set forth in such notice any particular fact or circumstance
which contributes to a showing of Good Reason or Cause shall not waive any right
of the Employee or the Corporation hereunder or preclude the Employee or the
Corporation from asserting such fact or circumstance in enforcing the Employee's
or the Corporation's rights hereunder.
11. General Provisions.
(a) No Assignments. This Agreement is personal to each of
the parties hereto. Neither party may assign or delegate any of his or its
rights or obligations hereunder without first obtaining the written consent of
the other party; provided, however, that the Corporation agrees that
concurrently with any merger or sale of assets it will cause any successor or
transferee unconditionally to assume, by written instrument delivered to the
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Employee (or his beneficiary or estate), all of the obligations of the
Corporation hereunder. Failure of the Corporation to obtain such assumption
prior to the effectiveness of any such merger or sale of assets, shall be a
breach of this Agreement and shall constitute Good Reason hereunder and shall
entitle the Employee to compensation and other benefits from the Corporation in
the same amount and on the same terms as the Employee would be entitled
hereunder if the Employee's employment were terminated under Section 7(d)
hereof. For purposes of implementing the foregoing, the date on which any such
merger or sale of assets becomes effective shall be deemed the date Good Reason
occurs, and shall be the Date of Termination if requested by the Employee.
Notwithstanding the foregoing, this Agreement shall inure to the benefit of and
be enforceable by the Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Employee shall die while any amounts would be payable to the Employee hereunder
had the Employee continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to such
person or persons appointed in writing by the Employee to receive such amounts
or, if no person is so appointed, to the Employee's estate.
(b) Reimbursement of Expenses. If any contest or dispute
shall arise under this Agreement involving termination of Employee's employment
with the Corporation or involving the failure or refusal (or any alleged failure
or refusal) of the Corporation to perform fully in accordance with the terms
hereof, the Corporation shall xxxx xxxxx Employee, on a current basis, for all
reasonable legal fees and expenses, if any, incurred by Employee in connection
with such contest or dispute (regardless of the result thereof), together with
interest in an amount equal to the prime rate as published in The Wall Street
Journal from time to time in effect, but in no event higher than the maximum
legal rate permissible under applicable law, such interest to accrue from the
date the Corporation receives Employee's statement for such fees and expenses
through the date of payment thereof, regardless of whether or not Employee's
claim is upheld by a court of competent jurisdiction; provided, however,
Employee shall be required to repay any such amounts to the
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Corporation to the extent that a court issues a final and non-appealable order
setting forth the determination that the position taken by Employee was
frivolous or advanced by Employee in bad faith.
(c) Entire Agreement; Amendments or Additions; Action by
Board. This Agreement contains the entire agreement between the parties hereto
with respect to the transactions contemplated hereby and supersedes all prior
oral and written agreements, memoranda, understandings and undertakings between
the parties hereto relating to the subject matter hereof. No amendments or
additions to this Agreement shall be binding unless in writing and signed by
both parties. The prior approval by a two-thirds (2/3) affirmative vote of the
full Board shall be required in order for the Corporation to authorize any
amendments or additions to this Agreement, to give any consents or waivers of
provisions of this Agreement, or to take any other action under this Agreement
including any termination of the employment of the Employee with or without
Cause. For purposes of Board approval with respect hereto, Employee shall
abstain from acting on matters pertaining to this Agreement and shall not be
counted as a Board member for purposes of the two-thirds (2/3) requirement.
(d) Governing Law. This Agreement shall be governed by the
laws of the State of Ohio as to all matters, including, but not limited to,
matters of validity, construction, effect and practice.
(e) Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.
(f) Section Headings. The section headings used in this
Agreement are included solely for convenience and shall not affect, or be used
in connection with, the interpretation of this Agreement.
(g) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
CITIZENS BANCSHARES, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: President and Chief
Executive Officer
EMPLOYEE:
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
