EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is entered into as of the
6th day of October, 2000, between Xxxxxxxx Corporation, a Delaware
corporation (the "COMPANY"), and Xxxxxxx X. Xxxxxx ("XX. XXXXXX").
RECITALS
Xx. Xxxxxx agreed to accept employment with the Company pursuant to a
letter agreement between Xx. Xxxxxx and the Company dated September 21, 2000.
This Agreement sets forth in definitive form the terms of Xx. Xxxxxx'x
employment by the Company. As such, this Agreement supersedes the letter
agreement in its entirety.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements of the parties contained herein, the Company and Xx. Xxxxxx hereby
agree as follows:
1. EMPLOYMENT. The Company will employ Xx. Xxxxxx and Xx. Xxxxxx
accepts employment with the Company for a period of three (3) years beginning
October 6, 2000 (the "INITIAL PERIOD"). This Agreement shall automatically
renew for successive one (1) year terms ("Renewal Periods") unless either
party notifies the other six (6) months in advance of the expiration of the
Initial or any Renewal Period. Xx. Xxxxxx'x employment may continue after the
Initial or any Renewal Period but he will then be deemed an employee at will
under Texas law. The obligations of the Company and Xx. Xxxxxx set forth in
that certain "Noncompetition, Property Rights and Trade Secrets Agreement"
and in that certain "Confidentiality Agreement" (each as defined in Section
8) (referring to noncompetition, intellectual property rights and
confidentiality, respectively) and in Section 9 (referring to termination)
will survive termination of Xx. Xxxxxx'x employment, regardless of reason, as
provided in such agreements.
2. BUSINESS TRAVEL. Xx. Xxxxxx acknowledges and agrees that the
primary location of his employment will be in Dallas, Texas or its environs,
that he will spend substantial time in Dallas, Texas and other locations
where the Company transacts (or proposes to transact) business and undertake
such other business travel as is reasonably required in the discharge of his
duties set forth below and for the successful operation of the Company.
3. DUTIES. Xx. Xxxxxx will be employed initially as Executive Vice
President and Managing Director, reporting directly to X.X. Xxxxxxxx, Xx.,
Chairman and Chief Executive Officer. Xx. Xxxxxx shall be responsible for
formulating and implementing e-commerce strategy; conducting the role of an
Executive Relationship Manager for a selected set of accounts/relationships;
representing the Company in identified community efforts/activities;
participating in the leadership and direction of the Company; and
participating as a member of the Policy Committee and Administration.
Xx. Xxxxxx shall have such authority as Xx. Xxxxxxxx or the Policy Committee
reasonably determine is necessary to perform his duties.
EMPLOYMENT AGREEMENT - Page 1
Xx. Xxxxxx agrees that, to the best of his ability and experience, he
will at all times conscientiously perform such duties and obligations as may
be assigned to him, consistent with his position, by the Company's Chief
Executive Officer or the Company's Policy Committee.
4. FULL-TIME EMPLOYMENT. Xx. Xxxxxx'x employment will be on a
full-time basis, in accordance with standard employee policies of the
Company, including the rules of any employee handbook and all other rules and
policies the Company might announce from time to time. In addition to such
restrictions as are set forth in the Noncompetition, Property Rights and
Trade Secrets Agreement referenced herein, Xx. Xxxxxx will not engage in any
other business or render any commercial or professional services, directly or
indirectly, to any other person or organization, whether for compensation or
otherwise, provided that Xx. Xxxxxx may (a) provide incidental assistance to
family members on matters of family business; or (b) engage in charitable
activities on behalf of civic, educational or other nonprofit organizations;
(c) serve with or without compensation on advisory boards of directors; and
(d) serve with or without compensation on non-competitor boards of directors;
provided in each case that such activities do not conflict with or interfere
with Xx. Xxxxxx'x normal full-time and first priority obligations to the
Company, and provided further that with respect to service on boards of
directors of any type, Xx. Xxxxxx shall obtain prior written consent of the
Chairman of the Company, which consent shall not be unreasonably withheld or
delayed. Xx. Xxxxxx may make personal investments in non-publicly traded
corporations, partnerships or other entities that, to the knowledge of the
Company, are not at the time of such investment engaged in any business
activities competitive with the Company. Notwithstanding anything to the
contrary contained in this Agreement, Xx. Xxxxxx may make personal
investments in publicly traded corporations regardless of the business they
are engaged in, provided that Xx. Xxxxxx does not at any time own in excess
of two percent (2%) of the issued and outstanding stock of any such
corporation.
5. SALARY; POTENTIAL INCENTIVE COMPENSATION; STOCK OPTIONS.
(a) SALARY AND POTENTIAL INCENTIVE COMPENSATION. Xx.
Xxxxxx'x annual base salary for the Initial or any Renewal Period will be
$340,000 unless and until increased as set forth below. All base salary will
be payable on the Company's regular payroll dates, less required
withholdings. At least annually, Xx. Xxxxxx'x annual base salary shall be
reviewed by the Chairman and Chief Executive Officer and may, in his sole
discretion, be increased from time to time during the Initial or any Renewal
Period in light of merit, cost of living changes, and base compensation
levels for similar executive positions in the Company's industry.
(b) COMPANY BONUS PLAN. The Company bonus plan operates on a
February 1 through January 31 time frame and will provide Xx. Xxxxxx the
opportunity to earn a bonus when the Company meets certain profitability
goals. The bonus for Xx. Xxxxxx for the period from October 6, 2000 through
January 31, 2001 shall equal 70% of base salary prorated for a 4 month period
representing that portion of the 2000 fiscal year during which he was
employed, provided Xx. Xxxxxx was actually employed during such period. Such
bonus shall be paid concurrently with the Company's payment of bonuses to
other Company executives but no
EMPLOYMENT AGREEMENT - Page 2
later than June 15, 2001. The target bonus for Xx. Xxxxxx'x position for
subsequent periods is set at 70% of base salary. The Chairman and Chief
Executive Officer will determine the actual amount received. It is possible
to receive more than the target percentage based on the Company exceeding the
Incentive Plan and at the discretion of the Chairman and Chief Executive
Officer. Xx. Xxxxxx acknowledges that the Company's Board of Directors has
complete and sole discretion (exercisable in good faith) to establish and
revise any and all of the Company's bonus plans and payout levels; provided,
however, that no such action may retroactively alter or limit the amount of
any incentive compensation actually and previously earned by Xx. Xxxxxx.
(c) STOCK OPTIONS. A recommendation will be presented to the
Compensation Committee of the Board of Directors for Xx. Xxxxxx to receive a
non-qualified stock option of 110,000 shares of common stock. The recommended
vesting will be a three (3) year schedule, 33.3% vesting for each year of
continuous service and employment. The per share option price will be
determined as market value (closing price) on the day of grant. Every effort
will be made to coincide the date of grant with Xx. Xxxxxx'x first day of
work. If Xx. Xxxxxx should receive stock options on a vesting schedule, all
unvested options shall vest immediately upon the occurrence of any of the
following: a Change of Control (as defined below), the termination by the
Company of Xx. Xxxxxx'x employment without cause, Xx. Xxxxxx'x resignation
pursuant to Section 9(b) of this Agreement, Xx. Xxxxxx'x permanent
disability, or Xx. Xxxxxx'x death. Each such option shall be issued under and
pursuant to the Company's Amended and Restated 1994 Long-Term Incentive Plan,
with terms and conditions as provided therein except as expressly provided
herein. Xx. Xxxxxx will also be eligible to receive such other options that
the Company's Board of Directors shall, in its sole discretion, hereafter
determine to grant to him.
For purposes of this Agreement, a Change of Control shall have
occurred if, as the result of a completed tender offer, merger,
consolidation, sale of assets, acquisition of shares or contested election,
or any combination of the foregoing transactions, (a) any person (other than
X.X. Xxxxxxxx, his heirs, Crow Family Partnership, L.P., or affiliates of any
of them) shall become the owner, beneficially or of record, of more than
fifty percent (50%) of the aggregate voting power of the Company, or (b)
during any period of two (2) consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election to such board or whose
nomination for election by the shareholders of the Company was approved by
the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease to constitute a majority of the Board of Directors of the
Company, or (c) a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation; PROVIDED, HOWEVER, that a merger or consolidation in which the
Company is the surviving entity (other than as a wholly owned
EMPLOYMENT AGREEMENT - Page 3
subsidiary of another entity) and in which the Board of the Company after
giving effect to the merger or consolidation is comprised of a majority of
members who are either (i) directors of the Company immediately preceding the
merger or consolidation, or (ii) appointed to the Board of the Company by the
Company (or its Board) as an integral part of such merger or consolidation,
shall not constitute a Change in Control of the Company; or (d) the
stockholders of the Company approve a plan of complete liquidation of the
Company or the sale or disposition by the Company of all or substantially all
of the Company's assets other than (x) the sale or disposition of all or
substantially all of the assets of the Company to a person or persons who
beneficially own, directly or indirectly, at least fifty percent (50%) or
more of the combined voting power of the outstanding voting securities of the
Company at the time of the sale or (y) pursuant to a dividend in kind or
spin-off type transaction, directly or indirectly, of such assets to the
stockholders of the Company.
6. BENEFITS. Xx. Xxxxxx will also be entitled to insurance,
vacation and other employee benefits commensurate with his position (and
reasonably consistent with the benefits afforded other executive officers of
the Company) in accordance with the Company's standard employee policies in
effect from time to time. Xx. Xxxxxx acknowledges receipt of a summary of
the Company's standard employee benefits policies in effect as of the date of
this Agreement.
7. REIMBURSEMENT OF SPECIAL EXPENSES AND NORMAL BUSINESS EXPENSES.
The Company agrees to reimburse Xx. Xxxxxx'x out-of-pocket expenses for
initiation fees, special assessments and monthly dues to a mutually agreed
upon country club for entertainment and networking.
The Company will, but in accordance with the Company's policies in
effect from time to time, reimburse Xx. Xxxxxx for all other out-of-pocket
reasonable business expenses incurred by Xx. Xxxxxx in connection with the
performance of his duties under this Agreement, upon submission of the
required documentation required pursuant to the Company's standard policies
and record-keeping procedures.
8. INTELLECTUAL PROPERTY. Simultaneously with the execution of this
Agreement and as a condition of his employment, Xx. Xxxxxx agrees to execute
and deliver (if he has not done so already) that certain Noncompetition,
Property Rights and Trade Secrets Agreement between him and the Company, a
copy of which is attached to this Agreement as Attachment A, and that certain
Confidentiality Agreement between him and the Company, a copy of which is
attached to this Agreement as Attachment B.
9. TERMINATION.
(a) THE COMPANY. Notwithstanding Section 1, the Company may
terminate Xx. Xxxxxx'x employment at any time during the Initial or any
Renewal Period with or without Cause (as defined below), provided that the
Company shall provide Xx. Xxxxxx thirty (30) days written notice for
termination without Cause. The Company shall not be required to provide
notice for a termination with Cause.
EMPLOYMENT AGREEMENT - Page 4
(b) BY XX. XXXXXX. During the Initial or any Renewal Period,
Xx. Xxxxxx may terminate his employment upon thirty (30) days written notice
to the Company if he has "Good Reason" (as defined herein) or if the Company
is in material breach of this Agreement; provided, however, that such
material breach shall permit such termination only if the Company shall have
been provided at least 30 days' prior notice and opportunity to cure such
material breach. A failure by the Company to pay to Xx. Xxxxxx any
undisputed amounts due under this Agreement in accordance with the terms
hereof shall be deemed a material breach. Any such termination for Good
Reason or material breach shall be deemed a termination by the Company of Xx.
Xxxxxx'x employment under Section 9(b) without cause, for which Xx. Xxxxxx
shall have the remedy set forth in Section 9(c). As used herein, "Good
Reason" means the occurrence, without Xx. Xxxxxx'x prior consent, of any of
the following: (i) the assignment to Xx. Xxxxxx of any duties inconsistent in
any material respect with an EVP or higher position; or (ii) the Company's or
any subsidiary's requiring Xx. Xxxxxx to perform services at any location
outside the Dallas, Texas metropolitan area, other than reasonable business
travel contemplated by Section 2 hereof.
(c) REMEDY. Upon termination of Xx. Xxxxxx'x employment
during the Initial or any Renewal Period without Cause pursuant to Section
9(a) or pursuant to Section 9(b) only (at which time he shall cease to be an
employee of the Company for all purposes), the Company will (i) pay to
Xx. Xxxxxx on the Company's regular payroll dates and less required
withholdings, the base salary at the rate paid to Xx. Xxxxxx immediately
prior to such termination, for the remainder of the Initial Period or for 12
months, whichever is longer; (ii) pay to Xx. Xxxxxx annual bonuses for the
remainder of the Initial Period or 12 months, whichever is longer, at such
time as the Company pays bonuses, equal to the bonus to which he would have
been entitled under Section 5(b) had (x) he not been terminated and (y) the
Company's profitability through the fiscal quarter ended immediately prior to
the effective date of termination continued at the same rate throughout the
applicable bonus period; and (iii) provide Xx. Xxxxxx with the opportunity to
purchase major medical health and dental insurance reasonably comparable to
employee benefits then provided to the Company's senior officers in
accordance with the Consolidated Omnibus Benefit Reconciliation Act of 1985
("COBRA"). Further, to the extent Xx. Xxxxxx would otherwise be entitled to
a bonus under Section 5(b), the Company will pay Xx. Xxxxxx a prorated bonus,
for that portion of the relevant fiscal year during which he worked, at such
time as the Company pays bonuses, or portions thereof, to other senior
executives of the Company. The Company's obligation to reimburse Xx. Xxxxxx'x
monthly country club dues and related fees and business expenses (to the
extent incurred following the effective date of his termination) as provided
in Section 7 shall not survive termination.
If the Company terminates Xx. Xxxxxx'x employment with Cause, none of
the foregoing post-termination payments or benefits, or any other
post-termination or severance payments or benefits, shall be made or provided
to Xx. Xxxxxx.
EMPLOYMENT AGREEMENT - Page 5
For purposes of this Agreement, the term "Cause" shall mean conduct
involving one or more of the following as determined by the Company in its
reasonable discretion: (i) the substantial, material and continuing failure
of Xx. Xxxxxx, after reasonable notice thereof, to render services to the
Company or any subsidiary in accordance with the terms or requirements of
this Agreement other than as a result of disability; (ii) disloyalty, gross
negligence, willful misconduct, dishonesty or breach of fiduciary duty to the
Company or any subsidiary; (iiiiv) the commission of an act of embezzlement
or fraud; (iv) deliberate disregard of the rules or policies of the Company
that results in direct or indirect material loss, damage or injury to the
Company or any subsidiary; (vi) breach of the Company's policies concerning
harassment, discrimination, and offensive or disruptive behavior; (vii) the
unauthorized and intentional disclosure of any trade secret or confidential
information of the Company or any subsidiary; (viii) the commission of an act
that constitutes unfair competition with the Company or any subsidiary or
which induces any customer or supplier to terminate a contract with the
Company or any subsidiary, or that otherwise results in direct or indirect
material loss, damage or injury to the Company or any subsidiary; (viiix)
habitual drunkenness or an addiction to drugs; or (viiix) commission of a
crime of moral turpitude.
The Company's obligation to make payments (and provide COBRA benefits),
if any, pursuant to this Section 9(c) is in lieu of any damages and any other
payment or other benefits that the Company might otherwise be obligated to
pay Xx. Xxxxxx as a result of the termination of Xx. Xxxxxx'x employment with
the Company (including for claims of employment discrimination, wrongful
termination or breach of this Section 9). The Company and Xx. Xxxxxx agree
that, in view of the nature of the issues likely to arise in the event of
such termination, it would be impracticable or extremely difficult to fix the
actual damages resulting from such termination and proving actual damages,
causation and foreseeability in the case of such termination would be costly,
inconvenient and difficult. In requiring the Company to make the payments
(and provide the COBRA benefits) as set forth herein, it is the intent of the
parties to provide, as of the date of this Agreement, for a liquidated amount
of damages to be paid by the Company to Xx. Xxxxxx. Such liquidated amount
shall be deemed full and adequate damages for such termination and is not
intended by either party to be a penalty.
(d) UPON DEATH. Except as otherwise provided for in this
Agreement, if Xx. Xxxxxx dies during the term of this Agreement, then the
Company will pay his estate an amount equal to all earned and unpaid salary,
prorated bonuses (if any) for that portion of the year of his death during
which he worked, other bonuses (if any) accrued and payable, and accrued
benefits, all as of the date of his death.
(e) SURVIVAL. Xx. Xxxxxx'x and the Company's obligations under
Sections 8, 9 and 10(h) of this Agreement and, to the extent that any
allowable expenses have not been reimbursed as of the effective date of such
termination, under Section 7 of this Agreement, will survive the termination
of Xx. Xxxxxx'x employment with the Company.
10. MISCELLANEOUS.
EMPLOYMENT AGREEMENT - Page 6
(a) NOTICES. Any and all notices permitted or required to be given
under this Agreement must be in writing. Notices will be deemed given (i)
when personally received or when sent by facsimile transmission (to the
receiving party's facsimile number), (ii) on the first business day after
having been sent by commercial overnight courier with written verification of
receipt, or (iii) on the third business day after having been sent by
registered or certified mail from a location on the United States mainland,
return receipt requested, postage prepaid, whichever occurs first, at the
address set forth below or at any new address, notice of which will have been
given in accordance with this Section 10(a):
(i) If to the Company: Xxxxxxxx Corporation
0000 Xxxxxx Xxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
Phone: (000) 000-0000
Fax: (000) 000-0000
(ii) If to Xx. Xxxxxx: Xx. Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Phone: (000) 000-0000
(b) AMENDMENTS. This Agreement, including the Attachments hereto,
contains the entire agreement and supersedes and replaces all prior
agreements between the Company and Xx. Xxxxxx concerning Xx. Xxxxxx'x
employment and employment benefits (including, without limitation, the letter
agreement referenced in the recitals to this Agreement). This Agreement may
not be changed or modified in whole or in part except by a writing signed by
the party against whom enforcement of the change or modifications is sought.
(c) SUCCESSORS AND ASSIGNS. This Agreement will not be assignable
by either Xx. Xxxxxx or the Company, except that the rights and obligations
of the Company under this Agreement may be assigned to a corporation which
succeeds the Company as the result of a merger or other corporate
reorganization and which continues the business of the Company, or a
subsidiary of the Company, provided that the Company guarantees the
performance by such assignee of the Company's obligations hereunder.
(d) GOVERNING LAW. The laws of the State of Texas (without regard
to its choice of law principles that might apply the law of another
jurisdiction) will govern the validity of this Agreement, the construction of
its terms, the interpretation and enforcement of the rights and duties of the
parties, and any other issues that might arise with respect to hereto.
(e) NO WAIVER. The failure of any party to enforce any of the
provisions of this Agreement will not be construed to be a waiver of the
right of such party thereafter to enforce such provisions. The waiver by any
party of the right to enforce any of the provisions of this
EMPLOYMENT AGREEMENT - Page 7
Agreement on any occasion will not be construed to be a waiver of the right
of such party to enforce such provisions on any other occasion.
(f) SEVERABILITY. Xx. Xxxxxx and the Company recognize that the
limitations contained in this Agreement are reasonably and properly required
for the adequate protection of the interests of the Company. If for any
reason a court of competent jurisdiction or an arbitrator in a binding
arbitration proceeding finds any provision of this Agreement, or the
application thereof, to be unenforceable, then the remaining provisions of
this Agreement will be interpreted so as best to reasonably effect the intent
of the parties. The parties further agree that the court or arbitrator shall
replace any such invalid or unenforceable provisions with valid and
enforceable provisions designed to achieve, to the extent possible, the
business purposes and intent of such unenforceable provisions.
(g) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which will be an original as regards any party whose signature
appears thereon and all of which together will constitute one and the same
instrument. This Agreement will become binding when one or more counterparts
hereof, individually or taken together, bear the signatures of both parties
reflected hereon as signatories.
(h) DISPUTE RESOLUTION.
(i) ARBITRATION OF DISPUTES. Any dispute under this
Agreement shall be resolved by arbitration in Dallas, Texas and, except as
herein specifically stated, in accordance with the commercial arbitration
rules of the American Arbitration Association ("AAA Rules") then in effect,
except that depositions and documentary discovery shall be freely permitted.
However, in all events, these arbitration provisions shall govern over any
conflicting rules that may now or hereafter be contained in the AAA Rules.
Any judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction over the subject matter thereof. The arbitrator
shall have the authority to grant any equitable and legal remedies that would
be available in any judicial proceeding instituted to resolve such dispute,
and may, in his or her discretion, award attorneys' fees, expenses and costs.
(ii) COMPENSATION OF ARBITRATOR. Any such arbitration will
be conducted before a single arbitrator who will be compensated for his or
her services at a rate to be determined by the parties or by the American
Arbitration Association, but based upon reasonable hourly or daily consulting
rates for the arbitrator if the parties are not able to agree upon his or her
rate of compensation.
(iii) SELECTION OF ARBITRATOR. The American Arbitration
Association will have the authority to select an arbitrator from a list of
arbitrators who are lawyers familiar with Texas contract law; provided,
however, that such lawyers cannot work for a firm then performing services
for either party, that each party will have the opportunity to make such
reasonable objection to any of the arbitrators listed as such party may wish
and that the American Arbitration Association will select the arbitrator from
the list of arbitrators as to whom neither
EMPLOYMENT AGREEMENT - Page 8
party makes any such objection. If the foregoing procedure is not followed,
then each party will choose one person from the list of arbitrators provided
by the American Arbitration Association (provided that such person does not
have a conflict of interest), and the two persons so selected will select
from the list provided by the American Arbitration Association the person who
will act as the arbitrator.
(iv) PAYMENT OF COSTS. The Company and Xx. Xxxxxx will each
pay 50% of the initial compensation to be paid to the arbitrator in any such
arbitration and 50% of the costs of transcripts and other normal and regular
expenses of the arbitration proceedings.
(v) BURDEN OF PROOF. For any dispute submitted to
arbitration, the burden of proof will be as it would be if the claim were
litigated in a Texas judicial proceeding.
(vi) AWARD. Upon the conclusion of any arbitration
proceedings hereunder, the arbitrator will render findings of fact and
conclusions of law and a written opinion setting forth the basis and reasons
for any decision reached and will deliver such documents to each party to
this Agreement along with a signed copy of the award.
(vii) TERMS OF ARBITRATION. The arbitrator chosen in
accordance with these provisions will not have the power to alter, amend or
otherwise affect the terms of these arbitration provisions or the provisions
of this Agreement.
(viii) NATURE OF REMEDY. Except as specifically otherwise
provided below, arbitration will be the sole and exclusive remedy of the
parties for any dispute arising out of this Agreement.
(ix) EQUITABLE REMEDY. Notwithstanding the provisions of
this Section 10(h) and the arbitration provided for herein, actions initiated
or maintained by the parties for injunctive or similar equitable relief are
not subject to arbitration, and may be brought by the parties in any court
that has jurisdiction, and, should the party bringing any such action
prevail, all costs and expenses (including legal fees) shall be borne by the
party against whom such action was brought.
(i) CONSTRUCTION. This Agreement is a result of arms length
negotiation between the parties during which each has been represented by
counsel of its choice. Its terms shall not be construed for or against
either party.
EMPLOYMENT AGREEMENT - Page 9
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
to be effective as of the date first set forth above.
XXXXXXXX CORPORATION EMPLOYEE
By: /s/ Xxxx X. Xxxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxx
------------------------- ---------------------
Xxxx X. Xxxxxxxx, Xx. Xxxxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
EMPLOYMENT AGREEMENT - Page 10
