EXHIBIT (10v)
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT ("Agreement") effective the 30th day of April,
2004 (the "Effective Date"), by and between UNIFI, INC., a New York corporation
(hereinafter referred to as "UNIFI" or the "Company"), and XXXXXXX X. XXXXXXX
(hereinafter referred to as "EMPLOYEE");
W I T N E S S E T H:
WHEREAS, EMPLOYEE has been employed by UNIFI; and
WHEREAS, the Company and EMPLOYEE have determined that the EMPLOYEE'S
employment with the Company will be terminated on the Effective Date under the
terms of this Agreement; and
WHEREAS, under the terms set forth in this Agreement, EMPLOYEE and UNIFI
agree to settle any and all claims, obligations and/or causes of action that one
may have against the other arising from EMPLOYEE'S employment with the Company;
and
WHEREAS, EMPLOYEE HEREBY ACKNOWLEDGES THAT HE WAS UNDER NO OBLIGATION
WHATSOEVER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND THAT PRIOR TO EXECUTING
THIS AGREEMENT HE WAS GIVEN THE OPPORTUNITY TO REQUEST A COPY OF THIS AGREEMENT
AND DELAY HIS DECISION WHETHER OR NOT TO ACCEPT THE TERMS OF THIS AGREEMENT FOR
UP TO FORTY-FIVE (45) DAYS FOR ANY REASON, INCLUDING TO CONFER WITH ANY LAWYER
OR OTHER ADVISOR HE MAY WISH TO CONSULT.
NOW, THEREFORE, in consideration of these premises and mutual agreements
herein contained, and intending to be legally bound hereby, the Parties agree as
follows:
SECTION 1. CONSIDERATION - UNIFI agrees to pay EMPLOYEE the sum of Three
Hundred Forty-Nine Thousand Three Hundred Forty-Eight and 57/100
Dollars ($349,348.57) as severance due to termination of his
employment with Unifi (the "Severance Payment"). The total
Promissory Notes Balance of $53,805.03 as set forth in Section 8.A
below plus an additional $45,543.54 in United States and North
Carolina withholding taxes on the Promissory Notes Balance shall be
deducted from the Severance Payment to get the resulting balance of
severance due to EMPLOYEE of Two Hundred Fifty Thousand and 00/100
Dollars ($250,000.00) (the "Resulting Severance Payment"). The
Resulting Severance Payment shall be paid to EMPLOYEE in twelve (12)
equal monthly installments of Twenty Thousand Eight Hundred
Thirty-Three Dollars and 33/100 ($20,833.33) beginning on the
regular payroll date for salaried employees of UNIFI in May 2004 and
continuing to and including April 2005 (the "Monthly Payments").
Each such Monthly Payment will be subject to all applicable federal
and state taxes.
The parties agree that the Company has no prior legal obligation to
make the Severance Payment or to provide any of the other benefits
set forth in this Agreement to the EMPLOYEE.
SECTION 2. RESIGNATION FROM COMPANY - On the Effective Date, EMPLOYEE shall
execute a written Resignation in the form of Exhibit "A" attached
hereto resigning as an employee of the Company.
SECTION 3A. MEDICAL AND DENTAL INSURANCE - UNIFI will continue to provide
EMPLOYEE medical and dental coverage similar to the medical and
dental coverages at that time being provided to regular employees
covered by the terms of the Unifi, Inc. Employee Welfare Benefit
Plan then in effect (the "Medical Plan"), until the earlier of April
30, 2005 or until such time as EMPLOYEE has began new employment,
including gainful self-employment (as determined by Unifi in its
sole discretion). EMPLOYEE shall be eligible to receive such medical
and dental benefits in order that he may obtain coverage for himself
and his dependents, as the term "dependent" is defined in the
medical plan, so that the following shall apply to coverage of
EMPLOYEE and his dependents.
(A) As a condition of coverage of EMPLOYEE, he must pay for each
month of coverage an amount equal to the premium paid for such month
by an active employee for coverage under the Medical Plan. During
the time when Monthly Payments, if any, are being made, such
premiums shall be paid by deductions from such installments unless
UNIFI in its sole discretion determines otherwise. Thereafter, such
premiums shall be due on the first day of the month to which they
apply, and the medical and dental coverage shall be terminated
unless such premiums are received when due, without any grace
period.
(B) As a condition of coverage of a Dependent, EMPLOYEE must pay
for each month of coverage an amount equal to the premium paid for
such month by any active employee for coverage of a Dependent under
the Medical Plan. During the time when Monthly Payments, if any, are
being made, such premiums shall be paid by deductions from such
installments unless UNIFI in its sole discretion determines
otherwise. Thereafter, such premiums shall be due on the first day
of the month to which they apply, and the medical and dental
coverage shall be terminated unless such premiums are received when
due, without any grace period.
(C) The terms of medical and dental coverage for EMPLOYEE and his
Dependents at any given time shall be the terms applicable to active
employees and their Dependents at such time. It is explicitly
understood and agreed that any amendments to or alteration of the
Medical Plan (including any amendment terminating the Medical Plan)
may be applicable to EMPLOYEE and his Dependents without regard to
whether the amendment or alteration was adopted or made before or
after the Effective Date, and/or the date EMPLOYEE entered into this
Agreement and/or chose not to revoke this Agreement. It is
explicitly
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understood and agreed that a Dependent will lose medical and dental
coverage on the earlier of April 30, 2005, or such time as EMPLOYEE
has began new employment, including gainful self-employment (as
determined by Unifi in its sole discretion). It is explicitly
understood and agreed that no benefits under the Employee Welfare
Plan will be provided (including, without limitation, benefits under
the portions of the Welfare Benefit Plan that provide benefits in
the event of disability, life insurance coverage, and accidental
death and dismemberment coverage) except as specifically provided
herein.
SECTION 3B. COBRA, ETC. - It is understood that this Agreement does not waive or
abrogate EMPLOYEE'S entitlement to health insurance benefits under
COBRA or to vested retirement funds in UNIFI'S retirement plans. Any
retirement benefits to which EMPLOYEE is entitled shall be governed
by the terms of such retirement plans.
SECTION 4. OTHER BENEFITS AND AGREEMENTS -
A. Upon EMPLOYEE'S election on or before April 30, 2005, UNIFI agrees
to provide EMPLOYEE with reasonable outplacement services provided
by Right Management Associates for a period equal to the lesser of
six (6) months or until such time as EMPLOYEE has obtained new
employment.
B. EMPLOYEE is hereby transferred ownership of the laptop computer,
P.D.A. and cellular telephone that he used in his employment with
UNIFI at the Effective Date. Said laptop computer, P.D.A. and
cellular telephone are transferred to EMPLOYEE on an "AS IS WHERE
IS" basis and UNIFI makes no representations and warranties of any
nature or kind concerning the same.
C. EMPLOYEE agrees that except as specifically set forth in this
Agreement no other provision is granted for continued vacation pay,
automobile allowance, education renewal, tuition reimbursement,
mobile telephone service or other benefits of any nature, type or
kind after the Effective Date, and that he will return to UNIFI or
any subsidiary or affiliate of UNIFI all company property,
documents, notes, software, programs, data and any other materials
(including any copies thereof) in his possession. EMPLOYEE does
hereby consent and agree that he shall have no other right, claim,
demand or interest of any nature, type or kind or commence any type
of legal action (including administrative charges or lawsuits)
against UNIFI, its subsidiaries or affiliates, and any of their
officers, directors, shareholders, representatives, counsel, or
agents.
SECTION 5. TAXES - EMPLOYEE will be responsible for any federal, state or local
taxes which may be owed by him by virtue of the receipt of any
portion of the consideration herein provided.
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SECTION 6. UNVESTED RESTRICTED STOCK AWARDS -EMPLOYEE under the 1999 Unifi,
Inc. Long-Term Incentive Plan was awarded on January 1, 2000 5,000
shares of Unifi, Inc. restricted stock and was awarded on July 26,
2000 5,242 shares of Unifi, Inc. restricted stock, and executed a
Restricted Stock Agreement in connection with each said award
("Restricted Agreements"). The Committee, in exercising its
authority under the Plan and contingent on EMPLOYEE fulfilling all
his obligations under the term of this Agreement, hereby modifies
the Restricted Agreements to provide that the 1,000 unvested shares
of restricted stock awarded to EMPLOYEE under his January 1, 2000
agreement shall be fully vested as of the Effective Date. All other
terms and conditions of the Restricted Agreements shall remain in
full force and effect as written. This provision of the Agreement
shall be null and void and said 1,000 unvested shares of restricted
stock shall lapse under the terms of the Restricted Agreement if
EMPLOYEE, in the sole and absolute discretion of UNIFI, does not
meet all of his obligations under the term of this Agreement in a
timely manner.
SECTION 7. STOCK OPTIONS - EMPLOYEE was granted stock options under Unifi,
Inc.'s 1999 Long Term Incentive Plan. Stock Option Agreements dated
January 1, 2000 for 55,527 stock options, October 2, 2001 for 15,000
stock options, and January 23, 2002 for 100,000 stock options were
entered into in relation to the respective outstanding stock options
granted. It is hereby agreed that as long as EMPLOYEE has not
breached the terms of this Agreement, that the termination date for
all previously vested stock options under the aforesaid Stock Option
Agreements shall be modified and amended to mean April 30, 2005, and
EMPLOYEE shall have until that date to exercise all such previously
vested options. It is further agreed that at such time as EMPLOYEE
has paid all amounts due and owing to the Company hereunder
(including those amounts due to the Company under Section 8 hereof)
any currently unvested options shall vest and shall be exercisable
by EMPLOYEE until April 30, 2005. If EMPLOYEE shall breach any of
the provisions of this Agreement, all such stock options (whether
currently vested or unvested) shall immediately terminate and
EMPLOYEE will not be entitled to exercise any of his stock options.
The terms of the aforementioned Stock Option Agreements shall
hereafter be deemed modified and amended to give effect to this
Section 7 and all such stock options shall be deemed and treated as
non-qualified stock options. All other terms of said Stock Option
Agreements shall continue in full force and effect as previously
agreed to.
SECTION 8. OTHER AGREEMENTS -
A. PROMISSORY NOTES - EMPLOYEE previously executed two Promissory Notes
to UNIFI, one dated January 1, 2000 in the principal amount of
$27,351.56 and another dated December 31, 2000 in the principal
amount of $25,653.04. The total amount due on said Promissory Notes
of $53,805.03 (the "Promissory Note Balance") ($27,351.56 principal
and $423.96 accrued interest on the January 1, 2000 Promissory Note
and $25,653.04 principal and $376.47 accrued interest on
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the December 31, 2000 Promissory Note) shall be deducted from the
Severance Payment as set forth in Section 1 hereof.
B. COOPERATION - EMPLOYEE agrees to fully cooperate with and assist
UNIFI in transitioning his work assignments to others in the Company
and understands that he may be needed by the Company as a witness in
certain arbitration and/or litigation matters that the Company is or
may in the future be involved in that involve matters of which he
participated in while in the employment of the Company, including
but not limited to arbitration(s)/litigation(s) proceedings
involving Unifi Technical Fabrics and Q & R Associates, Inc., or
their successors in interest, and the EMPLOYEE agrees that he will
provide reasonable assistance to the Company in such
arbitrations/litigations and testify for the Company as reasonably
requested by the Company. The Company agrees to reimburse EMPLOYEE
for his reasonable out of pocket costs and expenses (including
travel expenses, and lost wages or other compensation) incurred for
his cooperation as set forth in this provision of the Agreement.
SECTION 9. DISCLOSURE OF CONFIDENTIAL INFORMATION - EMPLOYEE agrees that:
A. For a period of five (5) years from the date of this Agreement, he
will not disclose or make available to any person or other entity
any trade secrets, confidential information, as hereinafter defined,
or "know-how" relating to UNIFI'S, its affiliates' and
subsidiaries', businesses without written authority from UNIFI'S
General Counsel, unless he is compelled to disclose it by judicial
process.
CONFIDENTIAL INFORMATION - shall mean all information about UNIFI,
its affiliates or subsidiaries, or relating to any of their products
or any phase of their operations, not generally known to their
competitors or which is not public information, which EMPLOYEE knows
or acquired knowledge of during the term of his employment.
B. DOCUMENTS - under no circumstances shall EMPLOYEE remove from
UNIFI'S offices any of UNIFI'S books, records, documents, files,
computer discs or information, reports, presentations, customer
lists, or any copies of such documents without UNIFI'S written
consent, nor shall he make any copies of UNIFI'S books, records,
documents, or customer lists for use outside of UNIFI, except as
specifically authorized in writing by UNIFI'S General Counsel.
SECTION 10. NON-COMPETE -
A. EMPLOYEE agrees that for a period of twelve (12) months from the
Effective Date he will not, in a capacity which actually competes
with UNIFI, seek employment or consulting arrangements with or offer
advice, suggestions, or input to any company, entity or person,
which may be construed to be UNIFI'S competitor, and
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B. EMPLOYEE agrees that he will not directly or indirectly, for a
period of twelve (12) months from the Effective Date, own any
interest in, other than ownership of less than two percent (2%) of
any class of stock of a publicly held corporation, manage, operate,
control, be employed by, render advisory services to, act as a
consultant to, participate in, assess or be connected with any
competitor, as hereinafter defined, in a capacity which actually
competes with Unifi, unless approved by the General Counsel of
UNIFI.
COMPETITOR - shall mean any company (incorporated or
unincorporated), entity or person engaged, with respect to
EMPLOYEE'S employment, in the business of developing, producing, or
distributing a product similar to any product produced by UNIFI, its
affiliates or subsidiaries, prior to the Effective Date.
SECTION 11. BREACH - EMPLOYEE understands and agrees that UNIFI'S obligation to
perform under this Agreement is conditioned upon EMPLOYEE'S
covenants and promises to UNIFI as set forth herein. In the event
EMPLOYEE breaches any such covenants and promises, or causes any
such covenants or promises to be breached, UNIFI in its sole and
absolute discretion shall have the option to terminate its
performance of its obligations under this Agreement, and UNIFI shall
have no further liability or obligation to EMPLOYEE. EMPLOYEE
acknowledges that compliance with Sections 9 and 10 of this
Agreement is necessary to protect UNIFI'S businesses and goodwill; a
breach of said paragraph will do irreparable and continual damage to
UNIFI and an award of monetary damages would not be adequate to
remedy such harm; therefore, in the event he breaches or threatens
to breach this Agreement, UNIFI shall be entitled to both a
preliminary and permanent injunction in order to prevent the
continuation of such harm. Nothing in this Agreement however, shall
prohibit UNIFI from also pursuing any other remedies.
SECTION 12. RELEASES AND WAIVERS OF EACH PARTY - The parties hereto agree as
follows:
A. EMPLOYEE hereby fully, completely and unconditionally releases and
forever discharges any and all claims, rights, demands, actions,
obligations, liabilities, and causes of action of any and every
kind, which he or his heirs, personal representatives or assigns
ever had, or now have, or hereafter may have (based on events
transpiring on or before the Effective Date) against UNIFI, its
subsidiaries and affiliates and their respective officers,
directors, shareholders, representatives, counsel and agents, in
each case past or present, of whatsoever kind and nature, in law,
equity or otherwise, arising out of or in any way connected with his
employment, association or other involvement or any type, nature and
kind with UNIFI. THIS RELEASE AND WAIVER INCLUDES BUT IS NOT LIMITED
TO CLAIMS ARISING UNDER FEDERAL, STATE OR LOCAL LAWS PROHIBITING
EMPLOYMENT DISCRIMINATION (INCLUDING THE AGE DISCRIMINATION IN
EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AND THE
AMERICAN
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WITH DISABILITIES ACT) OR CLAIMS GROWING OUT OF ANY LEGAL
RESTRICTIONS ON THE COMPANY'S RIGHTS TO TERMINATE ITS EMPLOYEES.
B. UNIFI hereby fully, completely and unconditionally releases and
forever discharges any and all claims, rights, demands, actions,
obligations, liabilities, and causes of action of any and every
kind, which it, its successors or assigns ever had, or now have, or
hereafter may have (based on events transpiring on or before the
Effective Date) against EMPLOYEE, his heirs, personal
representatives or assigns, in each case past or present, of
whatsoever kind and nature, in law, equity or otherwise, arising out
of or in any way connected with his employment, association or other
involvement with UNIFI.
C. EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND FULLY UNDERSTANDS THE
PROVISIONS OF THIS AGREEMENT, HAS HAD SUFFICENT TIME TO EVALUATE THE
TERMS OF THIS AGREEMENT, HAS BEEN ADVISED TO CONSULT WITH COUNSEL
BEFORE SIGNING THIS AGREEMENT, AND FREELY AND WITHOUT RESERVATIONS
ENTERS INTO THIS AGREEMENT AND THE WAIVERS AND RELEASES CONTAINED
HEREIN. EMPLOYEE hereby further acknowledges that in making this
Agreement and Release that he understands that he is relying upon
his own judgment, belief and knowledge of the extent and nature of
said claims and payments or that of his own advisors and expressly
acknowledges and confirms that he has not been influenced to any
extent whatsoever in making this Agreement and Release by any
representations or statements regarding any payments, claims or
conditions or regarding any other matters as made by any other
person connected with or represented by any of the Parties of this
Agreement.
D. The Parties hereto agree that this is a compromised settlement of a
doubtful and disputed claim or right to act and the payment of the
funds herein and the performance of this Agreement shall not be
construed as an admission of liability or responsibility on the part
of any of the Parties hereto other than expressly provided for
herein. This Agreement shall be deemed to be strictly confidential
by and between these Parties and by express agreement and
understanding this Agreement shall not be deemed, referenced, cited
or referred to by the Parties hereto or any other third parties
relating to EMPLOYEE'S employment with UNIFI, nor shall this
Agreement be used as evidence in any litigation between and among
the Parties to this Agreement (or any other third parties) except to
establish only between the Parties to this Agreement specifically
the terms and conditions set forth therein. Further, the Parties
hereby covenant and agree that upon the execution of this document
and prior thereto that they have not nor will they in the future
discuss with anyone the terms and conditions of this Agreement or
anything pertaining to the terms and conditions of this Agreement,
the negotiation of the terms and conditions of this Agreement, the
settlement terms and conditions of this Agreement or the details of
this Agreement, except as required by court order or with the
written consent of all parties to this
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Agreement. Further, all Parties hereto agree that upon receipt of a
subpoena or any formal legal request for information covered by or
contained in this Agreement that they will as soon as practical
notify one another in writing of such pending request to the persons
at the addresses set forth herein and that the terms of this
Agreement shall remain confidential and shall only be disclosed by
any Party hereto as that Party is ordered to do so by a court of
competent jurisdiction, or as required for the preparation of any
state or federal tax return.
SECTION 13. WAIVER OF RIGHTS - If, in one or more instances, either Party fails
to insist that the other Party perform any of the terms of this
Agreement, such failure shall not be construed as a waiver by such
Party of any past, present, or future right granted under this
Agreement, and the obligations of both Parties under this Agreement
shall continue in full force and effect.
SECTION 14. SURVIVAL - Except for a termination of this Agreement by EMPLOYEE
within seven days of the execution of this Agreement as set forth in
Section 22 of this Agreement, the obligations contained in this
Agreement shall survive the termination of this Agreement.
Additionally, the EMPLOYEE acknowledges that the restrictions and
covenants contained in paragraphs 9 and 10 are reasonable and
necessary to protect the legitimate business interests of the
Company and will not impose an economic hardship on the EMPLOYEE. If
any provision of this Agreement is held to be in any respect
illegal, invalid or unenforceable under present or future law, such
provisions shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable
provisions had never comprised a part hereof, and the remaining
provisions hereof shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision
or by its severance here from. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the same shall be reformed and
modified automatically to be as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal,
valid and enforceable. In addition, the termination of this
Agreement shall not affect any of the rights or obligations of
either party arising prior to, or at the time of, the termination of
this Agreement, or which may arise by any event causing the
termination of this Agreement.
SECTION 15. NOTICES - Any notice required or permitted to be given under this
Agreement shall be sufficient, if in writing and if sent by
registered or certified mail, postage prepaid, or telecopier to:
EMPLOYEE
XXXXXXX X. XXXXXXX
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
and to:
UNIFI
Attn: Xxxxxxx X. XxXxx
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0000 X. Xxxxxxxx Xxxxxx (27410)
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000-0000
Fax: (000) 000-0000
SECTION 16. ASSIGNMENT - The rights and obligations of UNIFI under this
Agreement shall inure to the benefit of and be binding upon its
successors and assigns. The rights and obligations of EMPLOYEE under
this Agreement shall inure to the benefit of and be binding upon his
heirs, personal representative, successors and assigns. This
Agreement may not be assigned or otherwise transferred voluntarily
or involuntarily by EMPLOYEE.
SECTION 17. ARBITRATION - In the event of any differences of opinion or
disputes, between EMPLOYEE and UNIFI, with respect to the
construction or interpretation of this Agreement or the alleged
breach thereof, which cannot be settled amicably by agreement of the
Parties, such disputes shall be submitted to and determined by
arbitration by a single arbitrator in the City of Greensboro, North
Carolina, in accordance with the rules of the American Arbitration
Association and judgment upon the award shall be final, binding and
conclusive upon the Parties and may be entered in the highest court,
state or federal, having jurisdiction.
SECTION 18. APPLICABLE LAW - This Agreement shall be interpreted and construed
under the laws of North Carolina.
SECTION 19. ENTIRE AGREEMENT - This Agreement contains the entire agreement of
the Parties and supersedes all prior agreements and understandings,
oral or written, if any, relating to the EMPLOYEE'S employment and
termination of employment with the Company, except that any
Confidentiality Agreements that were previously executed by EMPLOYEE
before or during the term of his employment with UNIFI remain in
full force and effect. If there are any conflicts in the terms of
this Agreement and such other Confidentiality Agreements, the terms
of this Agreement shall control. This Agreement may not be changed
or altered, except by an agreement in writing signed by the Party
against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
SECTION 20. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original for all
purposes and all of which shall be deemed collectively to be one
agreement, but in making proof hereof it shall be necessary to
exhibit only one such counterpart.
SECTION 21. CONTINUING OBLIGATIONS. EMPLOYEE hereby agrees that he will execute
from time to time after the Effective Date any and all such
documents, agreements, instruments, certifications, consents,
statements, waivers, and/or releases as UNIFI shall request as is
necessary to implement and institute the intents and purposes of
this Agreement. Additionally, EMPLOYEE acknowledges and agrees that
UNIFI shall have the right to set off any obligations owed by
EMPLOYEE to UNIFI against the Severance Payment and/or Monthly
Payments
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and other benefits granted to EMPLOYEE by UNIFI under the terms of
this Agreement.
SECTION 22. EMPLOYEE'S RIGHT TO REVOKE - NOTWITHSTANDING OTHER PROVISIONS HEREIN
TO THE CONTRARY, EMPLOYEE HAS THE RIGHT TO REVOKE THIS AGREEMENT AND
ACCEPTANCE OF SEVERANCE PAY PROVIDED HEREIN WITHIN SEVEN (7) DAYS
FROM THE DATE EMPLOYEE EXECUTES THIS AGREEMENT. TO EXERCISE THIS
RIGHT TO REVOKE, EMPLOYEE MUST NOTIFY THE COMPANY IN WRITING OF HIS
DECISION TO REVOKE AS SET FORTH IN SECTION 15 OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
their respective hands and seals as of the day and year first above written.
EMPLOYEE:
/S/ XXXXXXX X. XXXXXXX (Seal)
-------------------------------------------
XXXXXXX X. XXXXXXX
UNIFI, INC.
BY: /S/ XXXXXXX X. XXXXX
---------------------------------------------
XXXXXXX X. XXXXX
VICE PRESIDENT
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EXHIBIT "A"
RESIGNATION
Pursuant to the terms of an Agreement effective April 30, 2004, by and
between UNIFI, INC. (the "Company") (the terms of which Agreement are
incorporated herein by reference) and XXXXXXX X. XXXXXXX ("EMPLOYEE"), EMPLOYEE
does hereby resign as an employee, officer, director, manager or from any other
positions of the Company and/or any of its subsidiaries or affiliates.
This resignation is effective the 30th day of April, 2004.
/S/ XXXXXXX X. XXXXXXX (SEAL)
-------------------------------------
XXXXXXX X. XXXXXXX
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