Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
April 12, 2001, by and between AQUA CARE SYSTEMS, INC., a Delaware corporation
(the "Company"), and XXXXXX X. XXXXX, an individual ("Executive").
W I T N E S S E T H :
WHEREAS, the Company and Executive desire to enter into an employment
arrangement and this Agreement to assure the Company of the continuing service
of Executive and to set forth the terms and conditions of Executive's employment
with the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties agree as follows:
1. Employment.
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1.1. Title and Duties. The Company hereby employs Executive as General
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Counsel of the Company and shall report directly to the President and Chief
Executive Officer of the Company. Executive's duties, responsibilities and
authority shall be consistent with Executive's position and shall include such
other duties, responsibilities and authority as may be assigned to Executive by
the President and Chief Executive Officer of the Company.
1.2. Services and Exclusivity of Services. The Company and Executive
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recognize that the services to be rendered by Executive are of such a nature as
to be peculiarly rendered by Executive, encompass the individual ability,
managerial skills and business experience of Executive and cannot be measured
exclusively in terms of hours or services rendered in any particular period.
During the Term (as defined below), Executive shall devote such time and
attention to the business and affairs of the Company as are consistent with his
position with the Company and as may be necessary to perform the duties assigned
to him by the President and Chief Executive Officer of the Company and shall use
his best efforts to promote its best interests.
1.3. Noncompetition and Nonsolicitation. Executive agrees that during
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the Term (as defined in Section 2 below) of this Agreement (and in the case of
termination pursuant to Section 5 below for a period of one year thereafter),
Executive will neither directly nor indirectly engage in a business competing
with any of the businesses conducted by the Company or any of its subsidiaries
or affiliates as of the date of such termination, nor without the prior written
consent of the Company directly or indirectly have any interest in, own, manage,
operate, control, be connected with as a stockholder, joint venturer, officer,
employee, partner or consultant, or otherwise engage, invest or participate in
any business that is competitive with any of the businesses conducted by the
Company or by any subsidiary or affiliate of the Company; provided, however,
that nothing contained in this section 1.3 shall prevent Executive from
investing or trading in stocks, bonds, commodities, securities, real estate or
other forms of investment for Executive's own account and benefit (directly or
indirectly), up to a maximum of 5% of the total equity or voting power of such
entity, so long as such investment activities do not
significantly interfere with Executive's services to be rendered hereunder and
are consistent with the conflict of interest policies maintained by the Company
from time to time. Executive further agrees that (i) during the Term of this
Agreement and for a period of one year thereafter Executive will not on his own
behalf or on behalf of any person or entity, directly or indirectly, hire or
solicit the employment of any employee who is employed by the Company or any of
its affiliates, subsidiaries or divisions as of the date of such termination and
(ii) for a period of one year after the Term of this Agreement, Executive will
not, directly or indirectly, have any business related dealings or contact with
any clients, suppliers, distributors or vendors of the Company or any of its
affiliates, subsidiaries or divisions for or on behalf of any business that is
competitive with any of the businesses conducted by the Company or by any
subsidiary or affiliate of the Company at the conclusion of the Term or which
adversely effects the relationship between the Company and any such client,
supplier, distributor or vendor.
2. Term. The period of employment under this Agreement (the "Term") shall
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commence as of April 15, 2001, (the "Effective Date") and shall continue for a
period of thirty-six (36) full calendar months thereafter, as herein provided.
3. Compensation.
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3.1. Base Salary. During the first twelve (12) calendar months of this
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Agreement, the Company will pay to Executive an annual base salary at the rate
of $100,000, payable in accordance with the Company practices in effect from
time to time ("Base Salary"). Amounts payable shall be reduced by standard
withholding and other authorized deductions. Such Base Salary shall be increased
to $125,000 on April 14, 2002. Executive's Base Salary shall not be decreased
except upon mutual agreement between the parties.
3.2. Bonuses, Incentive, Stock Option, Savings and Retirement Plans,
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Welfare Benefit Plans.
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(a) Except as provided herein, Executive shall be entitled to
participate in all annual and long-term bonuses and incentive, savings and
retirement plans generally available to other similarly situated employees of
the Company at the sole and absolute discretion of the Company. Executive, and
Executive's family as the case may be, shall be eligible to participate in and
receive all benefits under welfare benefit plans, practices, programs and
policies provided to other similarly situated employees of the Company,
including, without limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, accidental death and travel accident
insurance plans and programs. The Company reserves the right to modify, suspend
or discontinue any and all of its benefits referred to in this Section 3.2(a) at
any time without recourse by Executive so long as such action is taken generally
with respect to other similarly situated peer executives and does not single out
Executive.
(b) Executive shall be entitled to receive an annual incentive
cash bonus, payable on the earlier to occur of (i) the date on which the Company
pays bonuses to similarly situated employees of the Company or (ii) the one
hundred eightieth (180th) day after
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the end of each fiscal year of the Company, for the Company's fiscal year ending
December 31, 2001 and for each full fiscal year thereafter, upon meeting or
exceeding the performance, operational and managerial criteria and measurements
set by the Compensation Committee (the "Compensation Committee") of the Board of
Directors in consultation with the Executive.
(c) The Executive shall be granted an option (the "Option") to
acquire 75,000 shares of the Company's common stock pursuant to a stock
incentive plan mutually acceptable to the parties. The Option shall be
exercisable at $2.25 per share and shall vest according to the following
schedule: 25,000 shares shall vest on the date hereof; 25,000 shares shall vest
on the first anniversary of the date of this Agreement; and 25,000 shares shall
vest on the last day of the initial Term of this Agreement. The Option shall be
memorialized in normal and customary agreements between the Company and
Executive within thirty (30) days of the date of grant.
3.3. Fringe Benefits. Executive shall be entitled to receive fringe
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benefits consistent with Executive's duties and position, and in accordance with
the benefits provided to other similarly situated employees of the Company. Such
benefits shall include the full time use of an automobile, including
reimbursement for all operating and maintenance costs, consistent with the
Company's corporate policy on automobiles as in effect from time to time. The
amount of such benefits shall be set by the Compensation Committee. The Company
reserves the right to modify, suspend or discontinue any and all of its fringe
benefits referred to in this Section 3.3 at any time without recourse by
Executive so long as such action is taken generally with respect to other
similarly situated peer executives and does not single out Executive.
3.4. Expenses. Executive shall be entitled to reimbursement for
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expenses incurred in the furtherance of the business of the Company in
accordance with the Company's practices and procedures, as they may exist from
time to time. Executive shall keep complete and accurate records of all
expenditures such that Executive may fully account according to the Company's
practices and procedures.
3.5. Vacation. Executive shall be entitled to two (2) weeks paid
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vacation during the first year of the Term of this Agreement, three (3) weeks
paid vacation during the second year of the Term of this Agreement and four (4)
weeks paid vacation during the third year of the Term of this Agreement and such
other absences from work that are reasonably consistent with the performance of
Executive's duties as provided in this Agreement. Any unused portion of the
vacation to which Executive is entitled hereunder may be carried over from year
to year.
3.6. Additional Benefits Upon a Change of Control.
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(a) In the event a Change of Control (as defined below) occurs
during the Term of this Agreement and the Executive's employment is terminated
within 180 days after the consummation of such Change of Control, the Executive,
or the Executive' s estate, shall be
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entitled to receive, within thirty (30) days after the Change of Control, a cash
lump sum amount equal to:
(i) three times the Executive' s yearly Base Salary
plus the target Annual Bonus scheduled for the year in which there is a
Change of Control; plus
(ii) the present value (as determined by a nationally
recognized employee benefits consulting firm agreed to by Executive and the
Company) of the health, life insurance, disability and accident insurance
plans or programs covering Executive for the balance of the Term.
(b) "Change of Control" shall mean the occurrence of any of
the following:
(i) the acquisition by any person (including any
syndicate or group deemed to be a "person" under Section 13(d)(3) or
14(d)(2) of the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor provision to either of the
foregoing, of "beneficial ownership" directly or indirectly, of shares of
capital stock of the Company entitling such person to exercise 50% or more
of the total voting power of all "Voting Shares" of the Company;
(ii) during any year or any period of two consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board of
Directors of the Company, and any new director (other than a director
designated by a person who has entered into an agreement with the Company
to effect a transaction described in clause (i) or (iii) of this
definition) whose election by the Board or nomination for election by the
Company' s stockholders was approved by a vote of at least a majority of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved (hereinafter referred to as "Continuing Directors"),
cease for any reason to constitute at least a majority thereof; or
(iii) any consolidation of the Company with, or merger
of the Company into, any other person, any merger of another person into
the Company, or any sale or transfer of all or substantially all of the
assets of the Company to another person (other than (x) a consolidation or
merger which does not result in any reclassification, conversion, exchange
or cancellation of outstanding shares of capital stock other than shares of
capital stock owned by any of the parties to the consolidation or merger or
(y) a merger which is effected solely to change the jurisdiction of
incorporation of the Company or (z) any consolidation with or merger of the
Company into a wholly owned subsidiary, or any sale or transfer by the
Company of all of substantially all of its assets to one or more of its
wholly owned subsidiaries in any one transaction or a series of
transactions).
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Notwithstanding the foregoing, unless otherwise determined by the Company, no
change in control of the Company shall be deemed to have occurred if (x) the
Executive is a member of a group which first announces a proposal which, if
successful, would result in a Change of Control, which proposal (including any
modifications thereof) is ultimately successful, or (y) the Executive acquires a
two percent or more equity interest in the entity which ultimately acquires the
Company pursuant to the transaction described in (x) of this paragraph.
"Beneficial Ownership" shall be determined in accordance with Rule
13d-3 promulgated under the Exchange Act, except that a person shall be deemed
to be the "beneficial owner" of all securities that such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time.
"Voting Share" means all outstanding shares of any class or classes
(however designated) of capital stock of the Company entitled to vote generally
in the election of the Board of Directors of the Company.
(c) For purposes of this Section 3.6, the occurrence of any of the
following shall be deemed a termination of the Executive's employment: (i) a
change in Executive's position, title, duties, authority or responsibilities or
any other action by the Company which results in a material diminution of the
position, title, duties, authority, or responsibilities of Executive and which
change or other such action was not consented to by Executive, (ii) a reduction
in Executive's Base Salary as in effect on the date of this Agreement or as the
same may be increased from time to time, or a reduction in Executive's other
benefits unless, with respect to a reduction of benefits, all executives of the
Company are similarly affected, or (iii) the Company shall materially breach any
provision of this Agreement, which breach shall continue unremedied for 20 days
after written notice thereof by Executive.
3.7. Signing Bonus. In addition to the other compensation provided for
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herein, in consideration of entering into this Agreement, Executive shall be
entitled to receive a signing bonus of $25,000, payable on the date hereof.
4. Confidential Information.
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4.1. General. Executive acknowledges that during employment by and as
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a result of a relationship with the Company, Executive will obtain knowledge of
and gain access to information regarding the Company's business, operations,
products, proposed products, production methods, processes, customer lists,
advertising, marketing and promotional plans and materials, price lists, pricing
policies, financial information and other trade secrets, confidential
information and material proprietary to the Company or designated as being
confidential by the Company which is not generally known to non-Company
personnel, including information and material originated, discovered or
developed in whole or in part by Executive (collectively referred to herein as
"Confidential Information"). Executive agrees that during the Term of this
Agreement and, to the fullest extent permitted by law, thereafter, Executive
will, for the benefit of the Company, hold all Confidential Information strictly
in confidence and will not knowingly
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directly or indirectly reveal, report, disclose, publish or transfer any of such
Confidential Information to any person, firm or other entity, or utilize any of
the Confidential Information for any purpose, except in furtherance of
Executive's employment under this Agreement.
4.2. Proprietary Interest. All inventions, designs, improvements,
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patents, copyrights and discoveries conceived by Executive during the Term of
this Agreement that are useful in or directly or indirectly related to the
business of the Company or to any experimental work carried on by the Company,
shall be the property of the Company except as mutually agreed in writing by the
Company and Executive. Executive will promptly and fully disclose to the Company
all such inventions, designs, improvements, patents, copyrights and discoveries
(whether developed individually or with other persons) and shall take all steps
necessary and reasonably required to assure the Company's ownership thereof and
to assist the Company in protecting or defending the Company's proprietary
rights therein.
4.3. Return of Materials. Executive expressly acknowledges that all
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lists, books, records and other Confidential Information of the Company obtained
in connection with the Company's business is the exclusive property of the
Company and that upon the expiration or earlier termination of this Agreement,
Executive will immediately surrender and return to the Company all such items
and all other property belonging to the Company then in the possession of
Executive, and Executive shall not make or retain any copies thereof except to
the extent that such materials are generally available to the public.
5. Termination Prior to Expiration of Term. Executive's employment, and
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his rights under this Agreement, may be terminated prior to the expiration of
the Term of this Agreement only as provided in this section 5.
5.1. Death or Disability.
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(a) Executive' s employment hereunder shall automatically
terminate upon the death of Executive. If Executive's employment is terminated
as a result of death, Executive's estate or personal representative shall be
entitled to receive, within thirty (30) days after the date of death, a lump sum
payment equal to Executive's full Base Salary as of the date of death. Executive
and/or Executive's dependents shall be entitled, at no cost to them, to continue
to participate in the Company's welfare benefit plans and programs on the same
terms as similarly situated active employees for a period of twelve (12) months
from the date of death. Executive and/or Executive's dependents shall thereafter
be entitled to the maximum of any continuation of such benefits provided under
such benefit plans or by applicable law.
(b) In the event of Executive's Disability (as defined below),
Executive shall be entitled to receive Executive' s full Base Salary plus the
target Annual Bonus for a period of twelve (12) months from the date on which
Executive was first unable to substantially perform his duties hereunder. If,
upon the expiration of the twelve (12) month period, Executive is unable to
perform his duties hereunder, this Agreement shall automatically terminate and
Executive shall be entitled to receive, within thirty (30) days from the date of
such
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termination, a lump sum payment equal to Executive's full Base Salary as of the
date of termination. Executive and/or Executive's dependents shall be entitled,
at no cost to them, to continue to participate in the Company's welfare benefit
plans and programs on the same terms as similarly situated active employees for
a period of twelve (12) months from the date Executive was first unable to
substantially perform Executive's duties hereunder. Executive and/or Executive's
dependents shall thereafter be entitled to the maximum of any continuation of
such benefits provided under such benefit plans or by applicable law.
(c) "Disability" shall mean a total and permanent physical or
mental impairment that either substantially limits a major life activity of
Executive or renders Executive unable to perform the essential functions of
Executive's position, even with reasonable accommodation. In the event of a
disagreement, Executive's Disability shall be determined by the arbitration
provisions of Paragraph 6. The arbitrators shall make their determination as to
the Executive' s disability, in good faith, based upon information supplied by
Executive and/or Executive's medical personnel or others selected by the Company
or its insurers.
5.2. Discharge Other Than For Cause. If Executive's employment is
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terminated as a result of discharge other than for Cause (as defined below), the
Company shall not be obligated to pay the Executive any sums of money other than
(1) a lump sum payment equal to (a) during the first twelve months of the Term
of this Agreement, 100% of the Base Salary in effect as of the date of such
termination, (b) during the second twelve months of the Term of this Agreement,
125% of the Base Salary in effect as of the date of such termination and (c)
during the third twelve months of the Term of this Agreement, 150% of the Base
Salary in effect as of the date of such termination and (2) any previously
accrued authorized bonus or other compensation (if any) for the period of
Executive's employment prior to such termination, and (3) any previously vested
benefits, such as previously vested retirement benefits. Furthermore, the
Company shall honor any rights previously vested in Executive under a stock
option or similar plan or program.
5.3. Discharge for Cause. If Executive's employment is terminated as a
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result of discharge for Cause (as defined below), the Company shall pay the
Executive any accrued and unpaid Base Salary through the date of such
termination and any previously accrued authorized and unpaid bonus or other
compensation (if any) for the period of Executive's employment prior to such
termination and the Company shall have no further obligations to Executive under
this Agreement.
The term "Cause," as used herein, shall mean any of the following: (i)
Executive's willful misconduct or gross negligence in the performance of his
duties hereunder, (ii) the conviction, plea of guilty or nolo contendere of
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Executive in respect of any felony or other crime involving moral turpitude,
dishonesty, theft or unethical business conduct, (iii) other fraudulent action
against the Company or any affiliate, subsidiary or division thereof, (iv) a
breach of fiduciary duty by Executive, or (v) habitual drug or alcohol abuse by
Executive that materially interferes with Executive's ability to perform his
obligations hereunder.
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5.4. Resignation. If Executive's employment is terminated as a result
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of resignation, the Company shall pay the Executive a
lump sum payment equal to 25% of the Base Salary in
effect as of the date of such termination and the
Company shall have no further obligations to
Executive under this Agreement.
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5.5. Limitation on Payments. Notwithstanding any other provision
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herein to the contrary, in the event that the Executive becomes entitled to any
payments under this Agreement and any portion of such payments or benefits, in
the absence of this Section 5.4, would be subject to the tax (the "Excise Tax")
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), then the amount payable to the Executive under this Agreement shall be
reduced such that none of the amounts payable to the Executive under this
Agreement, when added to any other payments or benefits received or to be
received by the Executive in connection with a Change in Control or the
termination of the Executive's employment (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Company, any
person whose actions result in a Change in Control or any person having such a
relationship with the Company or such person as to require attribution of stock
ownership between the parties under Section 318(a) of the Code) shall be treated
as "parachute payments" within the meaning of Section 280G(b)(2) of the Code.
For purposes of applying the foregoing sentence, if in the opinion of tax
counsel selected by the Company's independent auditors and acceptable to the
Executive, such payments or benefits (in whole or in part) represent reasonable
compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code, then such amounts, or in the case of the amount
representing reasonable compensation for services actually rendered before the
date of the Change in Control, only so much of such amount as exceeds the "base
amount" (within the meaning of Section 280G(b)(3) of the Code), shall be
excluded from any such calculation. Furthermore, in determining the maximum
amount of the payments to the Executive which would not constitute a parachute
payment within the meaning of Sections 280G(b)(1) and (4), the value of any non-
cash benefits or any deferred payment or benefit shall be determined by the
Company's independent auditors in accordance with the principles of Sections
280G(d)(3) and (4) of the Code.
6. Arbitration.
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6.1. General. Any dispute, controversy or claim arising out of or
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relating to this Agreement, the breach hereof or the coverage or enforceability
of this arbitration provision shall be settled by arbitration in Los Angeles,
California (or such other location as the Company and Executive may mutually
agree), conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, as such rules are in effect on the date of
delivery of demand for arbitration. The arbitration of any such issue, including
the determination of the amount of any damages suffered by either party hereto
by reason of the acts or omissions of the other, shall be to the exclusion of
any court of law. Notwithstanding the foregoing to the
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contrary, either party hereto may seek any provisional remedy in a court,
including but not limited to an action for injunctive relief or attachment,
without waiving the right to arbitration.
6.2. Procedure. There shall be three arbitrators, one to be chosen by
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each party at will within 10 days from the date of delivery of demand for
arbitration and the third arbitrator to be selected by the two arbitrators so
chosen. If the two arbitrators are unable to select a third arbitrator within 10
days after the last of the two arbitrators is chosen by the parties, the third
arbitrator will be designated, on application by either party, by the American
Arbitration Association. The decision of a majority of the arbitrators shall be
final and binding on both parties and their respective heirs, executors,
administrators, personal representatives, successors and assigns. Judgment upon
any award of the arbitrators may be entered in any court having jurisdiction, or
application may be made to any such court for the judicial acceptance of the
award and for an order of enforcement.
6.3. Costs and Expenses. The Company shall pay the fees of all
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arbitrators, witnesses and such other expenses as may be generated by the
arbitration, except Executive's attorneys fees, unless a majority of the
arbitrators concludes that such arbitration procedure was not instituted in good
faith by Executive. In such event the arbitrators shall be empowered to allocate
fees and assess costs and other expenses of the arbitration, except attorneys
fees, as they may deem appropriate.
7. Non-Assignment. This Agreement shall not be assignable nor the duties
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hereunder delegable by Executive. None of the payments hereunder may be
encumbered, transferred or in any way anticipated. The Company shall not assign
this Agreement nor shall it transfer all or any substantial part of its assets
without first obtaining in conjunction with such transfer the express assumption
of the obligations hereof by the assignee or transferee.
8. Remedies. Executive acknowledges that the services Executive is to
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render under this Agreement are of a unique and special nature, the loss of
which cannot reasonably or adequately be compensated for in monetary damages,
and that irreparable injury and damage will result to the Company in the event
of any default or breach of this Agreement by Executive. Because of the unique
nature of the Confidential Information, Executive further acknowledges and
agrees that the Company will suffer irreparable harm if Executive fails to
comply with the obligations in section 4 hereof and that monetary damages would
be inadequate to compensate the Company for such breach. Accordingly, Executive
agrees that the Company will, in addition to any other remedies available to it
at law, in equity or, without limitation, otherwise, be entitled to injunctive
relief and/or specific performance to enforce the terms, or prevent or remedy
the violation, of any provisions of this Agreement. This provision shall not
constitute a waiver by the Company of any rights to damages or other remedies
which it may have pursuant to this Agreement or otherwise.
9. Representations and Warranties. The Executive hereby represents and
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warrants to the Company that the Executive's execution, delivery and performance
of this Agreement does
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not violate the terms of any agreement to which the Executive is currently a
party or under which he currently has any obligation.
10. Survival. The provisions of sections 4, 5, 6 and 8 shall survive the
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expiration or earlier termination of this Agreement.
11. Notices. Any notices or other communications relating to this
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Agreement shall be in writing and delivered personally or mailed by certified
mail, return receipt requested, to the party concerned at the address set forth
below:
If to Company: Aqua Care Systems, Inc.
0000 X.X. 00xx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
Attn: President
If to Executive: At Executive's residence address as maintained by the
Company in the regular course of its business for
payroll purposes.
Either party may change the address for the giving of notices at any time by
notice given to the other party under the provisions of this section 10.
12. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties and supersedes all prior written and oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. Without limiting the generality of the foregoing
sentence, this Agreement supersedes all prior written or verbal agreements or
understandings with respect to the subject matter hereof. This Agreement may not
be changed orally, but only by an agreement in writing signed by both parties.
13. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be an original, but all of which together shall constitute one
agreement.
14. Construction. This Agreement shall be governed under and construed in
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accordance with the laws of the State of California. The paragraph headings and
captions contained herein are for reference purposes and convenience only and
shall not in any way affect the meaning or interpretation of this Agreement. It
is intended by the parties that this Agreement be interpreted in accordance with
its fair and simple meaning, not for or against either party, and neither party
shall be deemed to be the drafter of this Agreement.
15. Severability. If any portion or provision of this Agreement is
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determined by arbitration or by a court of competent jurisdiction to be invalid,
illegal or unenforceable, the remaining portions or provisions hereof shall not
be affected. The covenants in this Agreement are severable and separate, and the
unenforceability of any specific covenant shall not affect the enforceability of
any other covenant. Moreover, in the event any court of competent jurisdiction
shall determine that the scope, time or territorial restrictions set forth are
unreasonable, then it is
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the intention of the parties that such restrictions be enforced to the fullest
extent which the court deems reasonable, and this Agreement shall thereby be
reformed.
16. Binding Effect. The rights and obligations of the parties under this
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Agreement shall be binding upon and inure to the benefit of the permitted
successors, assigns, heirs, administrators, executors and personal
representatives of the parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and in the year first written above.
AQUA CARE SYSTEMS, INC.
By: /s/ H. Xxxxxx Xxxxxx
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Name: H. Xxxxxx Xxxxxx
Title: President and Chief Executive Officer
EXECUTIVE
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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