AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, made and entered as of this 7 day
of NOVEMBER , 1997 ("Effective Date"), by and between V-ONE Corporation, a
Delaware corporation with its principal executive offices at 00000 Xxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 ("Company"), and XXXXXXX X. XXXXXXX, an
individual residing at 00000 XXXXXXX XXXXX, XXXXXXX, XX 00000, ("Employee");
WHEREAS, the Company wishes to assure itself of the continued services of
Employee for the period provided in this Amendment, and Employee is willing to
serve in the employ of the Company on a full-time basis for said period;
WHEREAS, the Company and Employee desire to set forth the amounts payable
and benefits to be provided by the Company to Employee in the event of a
termination of Employee's employment with the Company under the circumstances
set forth herein, including after the happening of a Change in Control (as
defined herein); and
WHEREAS, the parties intend that the provisions of this Agreement shall be
in lieu of Employee's right to make any claim or demand with respect to any
presently existing or prospectively adopted severance policy of the Company;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto hereby agree as follows:
1. EMPLOYMENT. The Company agrees to continue Employee in its employ, and
Employee agrees to remain in the employ of the Company, for the period stated in
Section 3 hereof and upon the other terms and conditions herein provided.
2. POSITION AND RESPONSIBILITIES.
The Company employs Employee, and Employee agrees to serve, as SENIOR VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER of the Company on the conditions
hereinafter set forth. Employee agrees to perform such services consistent with
his position as SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER as shall from
time to time be assigned to him by the Company's Chief Executive Officer.
3. TERM AND DUTIES.
(a) TERM OF EMPLOYMENT. Provided that the Employee has been continuously
employed by the Company through the date immediately preceding a Change of
Control (as hereinafter defined), the term of the employee's employment shall be
extended for a period of 12 months from the date of the Change of Control,
unless sooner terminated in accordance with the terms of this Amendment.
(b) DUTIES. During the period of his employment hereunder by the Company
and except for illness, reasonable vacation periods having an aggregate duration
of not less than that provided pursuant to the Company's practices in effect on
the Effective Date, and reasonable leaves of absence, Employee shall devote all
his business time, attention, skill, and efforts to the faithful performance of
his duties hereunder.
(c) HEADQUARTERS LOCATION. The Company agrees to maintain Employee's
offices within Xxxxxxxxxx County in the State of Maryland ("Base Employment
Area").
4. COMPENSATION AND REIMBURSEMENT OF EXPENSES.
(a) COMPENSATION.
(i) For all services rendered by Employee in any capacity during
his employment under this Agreement the Company shall pay Employee as
compensation (A) an annual salary ("Base Salary") and (B) such bonus for such
period, if any, as may be awarded to Employee from time to time by the Board or
by a committee designated by the Board. Effective as of the Effective Date and
until adjusted in accordance with the provisions hereof, Base Salary shall be
paid at the rate of not less than $150,000.00 per year. Such bonus shall be
based on results of operations, special contributions made by Employee,
seniority, competitive conditions in the Company's industry, and such other
factors as the Board (or a committee or committees designated by the Board)
shall consider relevant.
(ii) Such salary shall be payable in accordance with the customary
payroll practices of the Company, but in no event less frequently than monthly,
and any such bonus shall be payable in the manner specified by the Board, or
committee of the Board, at the time any such bonus is awarded.
(b) REIMBURSEMENT OF EXPENSES. The Company shall pay or reimburse
Employee, in accordance with such polices and procedures as the Board may
establish from time to time, for all reasonable travel and other expenses
incurred by Employee in the performance of his obligations under this Agreement.
(c) CONTINUATION OF STOCK OPTIONS. In addition to the foregoing
compensation, the stock option rights granted to Employee under the existing
employment agreement or at any time during the course of the Employee's
employment, shall remain in full force and effect.
5. PARTICIPATION IN BENEFIT PLANS. The payments provided for in this
Agreement, except where specifically provided otherwise, are in addition to any
other benefits to which Employee may be, or may become, entitled under any of
Page 2
the Company's group hospitalization, health, dental, care, and/or sick-leave
plans; life, other insurance and/or death benefit plans; travel and/or accident
insurance plans; deferred compensation plans; capital accumulation programs;
restricted income and/or stock purchase plans; stock option plans; retirement
income and/or pension plans; supplemental pension plans; excess benefit plans;
short- and long-term disability programs; and other present and future group
employee benefit plans and programs for which Company executives are or shall
become eligible. Employee shall be eligible to receive, during the period of his
employment under this Agreement and during any subsequent period for which he
shall be entitled to receive payments from the Company under Section 6, all of
the foregoing benefits and emoluments for which employees are eligible under
every such plan and program to the extent permissible under the general terms
and provisions of such plans and programs and in accordance with the provisions
thereof. Nothing contained in this Agreement shall prevent the Board from
amending or otherwise altering any such plan, program, or arrangement as long as
such amendment or alteration equitably affects all the Company's employees of
the level of vice president or above.
6. TERMINATION OF EMPLOYMENT. Employee's employment under this
Agreement may be terminated by the Company or Employee as follows:
(a) DISABILITY.
(i) If Employee fails to perform his duties under this Agreement
on account of Disability (as hereinafter defined), the Company may give notice
to Employee to terminate this Agreement on a date not less than thirty (30) days
thereafter ("Notice Period") and, if Employee has not resumed full performance
of his duties under this Agreement within such Notice Period, then Employee's
employment under this Agreement will terminate on the date provided in the
notice ("Disability Termination Date").
(ii) During any period of Disability, the Company shall maintain
and pay for health insurance benefits for Employee at least equal to those he
had at the commencement of such Disability.
(iii) As used in this Agreement, the term "Disability" shall mean
the complete inability of Employee to perform his duties under this Agreement by
reason of his total and permanent disability, as determined by an independent
physician selected with the approval of the Board and Employee.
(b) DEATH. If Employee dies while employed under this Agreement, his
employment under this Agreement will terminate as of the date of his death
("Date of Death"). Within thirty (30) days after the Date of Death, the Company
shall pay to the Employee's legal representative Employee's Base Salary as then
Page 3
in effect that has accrued to the last day of the month in which the Date of
Death occurs.
(c) TERMINATION BY EMPLOYEE. In the event that (i) the Company
terminates Employee's employment for any reason (other than because of death,
Disability, or "just cause" (as hereinafter defined)) within one (1) year
following a Change of Control (as hereinafter defined), (ii) Employee terminates
his employment with the Company because of the Company's material breach of this
Agreement, (iii) Employee's Base Salary, as in effect on the Effective Date or
as the same may be increased from time to time, is reduced (unless such
reduction is permitted by this Agreement), or (iv) the Company's principal
executive offices are relocated to a location outside the Base Employment Area
or the Company requires Employee to be based anywhere other than the Company's
principal executive offices (except for required travel on the Company's
business) then:
(1) the Company shall pay Employee within ten (10) days
following the date his employment with the company is so terminated ("Employee
Termination Date") as severance pay a lump sum payment equal to the sum of (A)
the aggregate amount of the future Base Salary payments Employee would have
received if he continued in the employ of the Company until twelve (12) months
following the Employee Termination Date and (B) Employee's projected bonus for
the year in which the Employee Termination Date occurs, which shall be computed
assuming that Employee had remained in the Company's employ until the end of
that year and that all performance goals or other performance measures have been
met at the then current level for the remainder of that year. The payment
required by clause (A) shall be calculated at the highest rate of Base Salary
paid to Employee at any time under this Agreement with such payments discounted
to present value at a discount rate equal to one percent (1%) above the per
annum one-year Treasury Xxxx rate, as published in the Eastern Edition of the
Wall Street Journal, on the Employee Termination Date (or the next preceding
date on which such rate is published), applied to each such future payment from
the time it would have become payable to the date Employee receives payment, and
(2) all unvested stock options provided for under the terms
of the existing employment agreement shall immediately vest on the Employee
Termination Date and the exercise period for such options shall be extended to
the latest date on which such options could have been exercised if the Employee
had remained employed by the Company through the original term as provided in
paragraph 3(a) above.
Page 4
No termination of employment pursuant to this Section 6(c) shall operate to
prohibit Employee from negotiating and entering into a new employment contract
with the Company or such entity as survives the Change in Control.
(d) RETIREMENT. Employee shall be entitled to terminate his employment
with the Company on, or at any date after, a date on which he is at least
sixty-five (65) years old. Any date on which Employee elects to retire shall be
referred to as the "Retirement Termination Date." The Company shall pay to
Employee his Base Salary as then in effect that has accrued to the last day of
the month in which the Retirement Termination Date occurs.
(e) TERMINATION BY THE COMPANY FOR JUST CAUSE.
(i) The Company may terminate Employee's employment for "just
cause" at any time by giving written notice thereof to Employee. (Except
as provide below, the date of such notice is the "Just Cause Termination
Date" unless otherwise provided in the notice). Within thirty (30) days
after the Just Cause Termination Date, the Company shall pay to Employee
his Base Salary as then in effect that has accrued to the Just Cause
Termination Date. For the purposes of this subparagraph, "just cause"
shall mean termination because of Employee's personal dishonesty, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar
offenses), or material breach of any provision of this Agreement. Unless
otherwise determined by the Board, Employee shall have no right to receive
compensation or other benefits under this Agreement after a termination
for just cause.
(ii) Notwithstanding the foregoing, Employee shall not be deemed to
have been terminated for just cause pursuant to this Section 6(e) unless
and until he shall have received a copy of a resolution duly adopted by
the affirmative vote of a majority of the Board, at a meeting held for
that purpose, declaring that in the good faith opinion of the Board one or
more of the conditions set forth in clause (i) of this Section 6 (e) has
occurred and specifying the particulars thereof.
7. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall mean the occurrence, after the Effective Date, of any of the
following events, directly or indirectly or in one or more series of
transactions:
(i) A consolidation or merger of the Company with any third party
(which includes a single person or entity or a group of persons or entities
Page 5
acting in concert) not wholly owned directly or indirectly by the Company (a
"Third Party"), unless the Company is the entity surviving such merger or
consolidation;
(ii) A transfer of all or substantially all of the assets of the
Company to a Third Party or a complete liquidation or dissolution of the
Company;
(iii) A Third Party (other than Xxxxx X. Xxxx and his affiliates),
directly or indirectly, through one or more subsidiaries or transactions or
acting in concert with one or more persons or entities:
(A) acquires beneficial ownership of more than 20% of the
classes of stock of the Company entitled to vote generally in the election of
directors of the Company ("Voting Stock");
(B) acquires irrevocable proxies representing more than 20%
of the Voting Stock;
(C) acquires any combination of beneficial ownership of
Voting Stock and irrevocable proxies representing more than 20% of the Voting
Stock;
(D) acquires the ability to directly or indirectly exercise a
controlling influence over the management or policies of the Company;
(E) becomes the Chief Executive Officer or holds a comparable
management position.
(iv) any election has occurred of persons to the Board that causes
a majority of the Board to consist of persons other than (A) persons who were
members of the Board on the Effective Date and/or (B) persons who were nominated
for election as members of the Board by the Board (or a committee of the Board)
at a time when the majority of the Board (or of such committee) consisted of
persons who were members of the Board (or a committee of the Board on the
Effective Date; PROVIDED, HOWEVER, that any persons nominated for election by
the Board (or a committee of themselves nominated by such Board (or a committee
of such Board), shall for this purpose be deemed to have been nominated by a
Board composed of persons described in clause (A); or
(v) A determination is made by the Securities and Exchange
Commission ("SEC") or any similar agency having regulatory control over the
Company that a Change in Control, as defined in the securities laws or
regulations then applicable to the Company, has occurred.
Notwithstanding any provision contained herein, a Change in Control shall not
include any of the above described events if they are the result of a Third
Party's inadvertently acquiring beneficial ownership or irrevocable proxies or a
Page 6
combination of both for 20% or more the Voting Stock, and the Third Party as
promptly as practicable thereafter divests itself of beneficial ownership or
irrevocable proxies for a sufficient number of shares so that the Third Party no
longer has beneficial ownership or irrevocable proxies or a combination of both
for 20% or more of the Voting Stock.
8. EXCISE TAX.
(a) EXCESS PARACHUTE PAYMENT. Notwithstanding anything to the contrary
in this Agreement, if tax counsel selected by the Company and acceptable to
Employee determines that any portion of any payment by the Company to Employee
under this Agreement or otherwise would constitute an "excess parachute
payment," then the payments to be made to Employee by the Company shall be
reduced such that the value of the aggregate payments that Employee is entitled
to receive under this Agreement and any other agreement, plan or program of the
Company shall be one dollar ($1.00) less than the maximum amount of payments
that Employee may receive without becoming subject to the tax imposed by Section
4999 of the Code; PROVIDED, HOWEVER, that the foregoing limitation shall not
apply in the event that such tax counsel determines that the benefits to
Employee on an after-tax basis (i.e., after federal, state, and local income and
excise taxes) if such limitation is not applied would exceed the after-tax
benefits to Employee if such limitation is applied.
(b) THE COMPANY NOT RESPONSIBLE FOR EXCISE TAX. If the Internal Revenue
Service assesses an excise tax against Employee pursuant to Sections 280G and
4999 of the Code, the Company shall be under no obligation to Employee with
respect to the amount of (i) the excise tax or (ii) any additional federal
income tax due from and payable by Employee as the result of his receipt of any
payment hereunder or otherwise.
9. COVENANT NOT TO COMPETE. Employee covenants and agrees that, in
consideration of the amounts to be paid Employee hereunder and other good and
valuable consideration, for a period of two (2) years beyond the Retirement
Termination Date or the Just Cause Termination Date (each a "Termination Date"),
Employee shall not be employed as an executive officer of, control, manage, or
otherwise participate in the management of the business of a "significant
competitor" of the Company. The term "significant competitor" shall mean any
company or division of a company that, on the date of its employment of
Employee, derives more than 50% of its gross revenues from network security
products and/or services, or a company that owns or controls a majority of the
voting securities of any such company. The Company and Employee agree that the
terms and conditions of this Section 9 shall survive the termination of this
Agreement following the Termination Date.
Page 7
10. CONFIDENTIAL INFORMATION.
(a) Employee shall not, directly or indirectly, during the term of his
employment hereunder and at any time after a termination of his employment for
any reason, to the detriment of the Company, knowingly divulge, disclose,
disseminate, publish, reveal or otherwise communicate to any unauthorized person
any Confidential Information relating to the Company, the Company's subsidiaries
or affiliates, or to any of the businesses operated by any of them.
(b) Employee confirms that Confidential Information constitutes the
exclusive property of the Company and the Company's subsidiaries and affiliates.
Upon a termination of his employment hereunder, Employee will promptly return to
the Company all Materials (whether prepared by Employee or others) containing,
constituting, embodying or illustrating Confidential Information, and all other
property of the Company or of the Company's subsidiaries and affiliates then in
his possession or custody.
(c) As used in this Section 10 the following terms shall have the
following meanings:
(i) the term "Confidential Information" means information
disclosed to Employee or known to Employee as a consequence of or through his
employment by the Company and not generally known in the Company's industry.
Such information includes, but is not limited to, information relating to the
Company's products, research, development, accounting, finances, marketing,
merchandising and selling, and specifically includes future business plans,
client lists, lists of current and prospective employees and consultants,
potential acquisition candidates, and training and operating methods and
techniques. The term "Confidential Information" does not include information
that (A) at the time it was received by Employee was generally available to the
public; (B) prior to its use by Employee, becomes generally available to the
public through no act or failure of Employee; or (C) is received by Employee
from a person who is not a party to this Agreement and who is not under an
obligation of confidence with respect to such information.
(ii) "Materials" includes, but is not limited to, books, notebooks,
documents, records, photographs, films, video tapes, audio tape recordings,
computer disks, diskettes or other electronic or optical storage media, software
and support materials, and similar or other materials.
(d) Employee shall not otherwise knowingly act or conduct himself (i) to
the material detriment of the Company or the Company's subsidiaries or
affiliates, or (ii) in a manner that is inimical or contrary to the interests
thereof.
Page 8
(e) The Company and Employee agree that the provisions of this Section
10 shall survive the termination of this Agreement for any reason whatsoever.
11. GENERAL PROVISIONS.
(a) ENTIRE AGREEMENT. This Amendment, together with the employment
agreement existing between the parties immediately prior to the Effective Date
(as amended herein), contains the entire understanding between the parties
hereto with respect to the employment of Employee.
(b) CONSOLIDATION, MERGER, OR SALE OF ASSETS. Nothing in this Agreement
shall preclude the Company from consolidating or merging into or with, or
transferring all or substantially all of its assets to, another corporation or
corporations; PROVIDED, HOWEVER, that such consolidation, merger or transfer
shall not affect Employee's rights under Section 6(c) hereof. Upon such a
consolidation, merger, or transfer of assets and assumption, the term "the
Company", as used herein, shall mean such other corporation or corporations, and
this Agreement shall continue in full force and effect and such other
corporation or corporations shall be liable for all payments to Employee under
the Agreement.
(c) NO DUTY TO MITIGATE. Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, nor shall any amounts received from other employment or otherwise
by Employee offset in any manner the obligations of the Company hereunder.
(d) NONASSIGNABILITY. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof is assignable by
Employee, his beneficiaries, or legal representatives without the Company's
prior written consent; PROVIDED, HOWEVER, that nothing in this Section 11 (d)
shall preclude (i) Employee from designating a beneficiary to receive any
benefit payable hereunder upon his death, or (ii) the executors, administrators,
or other legal representatives of Employee or his estate from assigning any
rights hereunder to the person or persons entitled thereto.
(e) NO ATTACHMENT. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
the execution, attachment, levy, or similar process or assignment by operation
of law. Any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
(f) GENERAL CREDITOR. All payments required hereunder shall be made from
the Company's general assets and Employee shall have no rights greater than the
rights of a general creditor of the Company.
Page 9
(g) NOTICES. All notices and other communications required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by certified mail, return
receipt requested, first-class postage prepaid, to the parties to this Agreement
at the following addresses:
(i) if to the Company at:
V-ONE CORPORATION
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
and
(ii) if to Employee at the address set forth at the end of this
Agreement
or to such other address as either party to this Agreement shall have last
designated by notice to the other party. All such notices and communications
shall be deemed to have been received on the earlier of the date of receipt or
the third business day after the date of mailing thereof.
(h) BINDING EFFECT; BENEFITS. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended or shall be construed to give any person, other than the parties to
this Agreement or their respective successors or permitted assigns, any legal or
equitable right, remedy, or claim under or in respect of any agreement or any
provision contained herein.
(i) DISPUTE RESOLUTION. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in accordance with the then existing Commercial Arbitration Rules of the
American Arbitration Association ("AAA"). A request for arbitration shall be
filed in the AAA office closest to the Company and the arbitration shall be
conducted in Xxxxxxxxxx County, Maryland.
(ii) The parties irrevocably consent to the jurisdiction of the
Federal and state courts located in the State of Maryland for any purpose
relating to this agreement.
(iii) The arbitrator(s) may, in the course of the proceedings, order
any provisional remedy or conservatory measure (including, without limitation,
attachment, preliminary injunction, or the deposit of specified security) that
the arbitrator(s) consider to be necessary, just, and equitable. The failure of
a party to comply with such an interim order may, after due notice and
opportunity to cure such noncompliance, be treated by the arbitrator(s) as a
default, and some or all of the claims or defenses of the defaulting party may
Page 10
be stricken and partial or final award entered against such party, or the
arbitrator(s) may impose such lesser sanctions as may be deemed appropriate. A
request for interim or provisional relief by a party to a court shall not be
deemed incompatible with the agreement to arbitrate or a waiver of that
agreement.
(iv) The parties acknowledge that any remedy at law for breach of
this Agreement may be inadequate, and that, in the event of a breach of Sections
9 and 10 by Employee, any remedy at law would be inadequate in that any such
breach would cause irreparable competitive harm to the Company. Consequently, in
addition to any other relief that may be available, either party may seek
temporary and permanent injunctive relief, including, without limitation,
specific performance, without the necessity of the prevailing party proving
actual damages and without regard to the adequacy of any remedy at law.
(v) In the event Employee is the prevailing party in any arbitration
or court proceeding, then Employee shall be entitled to reimbursement by the
Company for all reasonable legal and other professional fees and expenses
incurred by Employee in such proceeding or in enforcing any award, including
reasonable attorneys' fees.
(j) WAIVER. Either party hereto may by written notice to the other (i)
extend the time for the performance of any of the obligations or other actions
of the other under this Agreement; (ii) waive compliance with any of the
conditions or covenants of the other contained in this Agreement; and (iii)
waive or modify performance of any of the obligations of the other under this
Agreement. Except as provided in the preceding sentence, no action taken
pursuant to this Agreement, including, without limitation, any investigation by
or on behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representation, warranty, covenant, or
agreement contained herein. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
preceding or succeeding breach, and no failure by either party to exercise any
right or privilege hereunder shall be deemed a waiver of such party's rights or
privileges hereunder or shall be deemed a waiver of such party's rights to
exercise that right or privilege at any subsequent time or times hereunder.
(k) AMENDMENT. This Agreement may be terminated, amended, modified, or
supplemented only by a written instrument executed by Employee and the Company.
(l) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the law of the State of Maryland, regardless of the law that
might be applied under principles of conflict of laws; PROVIDED, HOWEVER, that
Page 11
any arbitration under Section 11(i) hereof shall be conducted in accordance with
the United States Arbitration Act as then in force.
(m) SECTION AND OTHER HEADINGS. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
(n) WITHHOLDING OF TAXES. The Company may withhold from amounts required
to be paid to Employee hereunder any applicable federal, state, local, and other
taxes with respect thereto; PROVIDED, HOWEVER, that the Company shall promptly
pay over the amounts so withheld to the appropriate taxing bodies and provide to
executive appropriate statements on forms proscribed for such purposes on the
amounts so withheld.
(o) SEVERABILITY. If, for any reason, any provision of this Agreement is
held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each such other provision shall, to the full
extent consistent with law, continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provisions not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.
(p) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and its seal to be affixed hereunto by its officers thereunto duly authorized,
and Employee has signed this Agreement, all as of the Effective Date.
ATTEST: V-ONE CORPORATION
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
------------------------------- ---------------------------------
(Corporate Seal)
WITNESS: Employee:
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- ------------------------------------
Page 12
