1
EXHIBIT 10.02
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), is entered into between EOTT
Energy Corp., a Delaware corporation, having offices at 0000 Xxxx Xxx
Xxxx., Xxxxx 0000, Xxxxxxx, Xxxxx 00000 ("Employer" and "Company"), and
Xxxxxx Xxxxxx, an individual currently residing at 0000 Xxxxx Xxxxxxx
Xxxxx, Xxxxxxx, Xxxxx 00000 ("Employee"), to be effective as of the
effective date of February 26, 1996.
WITNESSETH:
WHEREAS, Employer is desirous of employing Employee pursuant to the
terms and conditions and for the consideration set forth in this
Agreement, and Employee is desirous of entering the employ of Employer
pursuant to such terms and conditions and for such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, and obligations contained herein, Employer and Employee agree
as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES:
1.1. Employer agrees to employ Employee, and Employee agrees to be
employed by Employer, beginning as of the Effective Date of this Agreement and
continuing for a period of three (3) years, (the "Term"), subject to the terms
and conditions of this Agreement.
1.2. Employee initially shall be employed as Vice President and Chief
Financial Officer, reporting to the President of the Employer. Employee agrees
to serve in the assigned position and to perform diligently and to the best of
Employee's abilities the duties and services appertaining to such position as
determined by Employer, as well as such additional or different duties and
services appropriate to such position which Employee from time to time may be
reasonably directed to perform by Employer. Employee shall at all times comply
with and be subject to such policies and procedures as Employer may establish
from time to time.
1.3. Employee shall, during the period of Employee's employment by
Employer, devote Employee's full business time, energy, and best efforts to the
business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that interferes with
Employee's performance of Employee's duties hereunder, is contrary to the
interests of Employer, or requires any significant portion of Employee's
business time.
1.4. Employee acknowledges and agrees that Employee owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests
of the Employer and to do no act which would injure Employer's business, its
interests, or its reputation. Employee agrees to be in compliance with the
policies and procedures as described and contained in the EOTT Energy Corp. and
Enron Corp. Conduct of Business Affairs booklets.
2
ARTICLE 2: COMPENSATION AND BENEFITS:
2.1. Employee's annual base salary during the Term shall be not less than
the sum of One Hundred Six Five Thousand and No/100 Dollars ($165,000.00),
which shall be paid in installments in accordance with Employer's standard
payroll practice.
2.2. While employed by Employer (both during the Term and thereafter),
Employee shall be allowed to participate, on the same basis generally as other
employees of Employer, in all general employee benefit plans and programs,
including improvements or modifications of the same, which on the effective
date or thereafter are made available by Employer to all or substantially all
of Employer's employees. Such benefits, plans, and programs may include,
without limitation, medical, health, and dental care, life insurance,
disability protection, and qualified plans. Nothing in this Agreement is to be
construed or interpreted to provide greater rights, participation, coverage, or
benefits under such benefit plans or programs than provided to similarly
situated employees pursuant to the terms and conditions of such benefit plans
and programs.
2.3. Employee shall be eligible to participate in the EOTT Energy Corp.
Partners Unit Option Plan and EOTT Energy Corp. Partners Annual Incentive
Compensation Plan currently maintained or hereafter maintained by Employer for
its officers as a group. In the event of Employee's Involuntary Termination
following a Change of Control, as defined in Article 7.1(c), during the Term of
this Agreement, Employee shall become vested in sixty percent (60%) of the
eligible unit options in EOTT Common units under the provisions of the EOTT
Energy Corp. Partners Unit Option Plan.
2.4. Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such incentive compensation or employee benefit program or plan, so long as
such actions are similarly applicable to covered employees generally. Moreover,
unless specifically provided for in a written plan document adopted by the
Board of Directors of Employer, none of the benefits or arrangements described
in this Article 2 shall be secured or funded in any way, and each shall instead
constitute an unfunded and unsecured promise to pay money in the future
exclusively from the general assets of Employer.
2.5. Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH
TERMINATION:
3.1. Notwithstanding any other provisions of this Agreement, Employer
shall have the right to terminate Employee's employment under this Agreement at
any time prior to the expiration of the Term for any of the following reasons:
(i) For "cause" upon the good faith determination by the Employer's
Chairman of the Board and President that "cause" exists for the
termination of the employment relationship. As used in this Section
3.1(i), the term "cause" shall mean [a] Employee's gross negligence
or willful misconduct in the performance of the duties and services
required of Employee pursuant to this Agreement; or [b] Employee's
final conviction of a felony or of a misdemeanor involving moral
turpitude; [c] Employee's involvement in a conflict of interest as
referenced in Section 1.4 for which Employer makes a determination to
terminate the employment of Employee; or [d] Employee's material
breach of any material provision of
3
this Agreement which remains uncorrected for thirty (30) days
following written notice to Employee by Employer of such breach. It
is expressly acknowledged and agreed that the decision as to whether
"cause" exists for termination of the employment relationship by
Employer is delegated to the Chairman of the Board and President of
Employer for determination. If Employee disagrees with the decision
reached by the Chairman of the Board and President of Employer, the
dispute will be limited to whether the Chairman of the Board and
President of Employer reached their decision in good faith;
(ii) for any other reason whatsoever, with or without cause, in the sole
discretion of the Employer's Chairman of the Board and President;
(iii) upon Employee's death; or
(iv) upon Employee's becoming incapacitated by accident, sickness, or
other circumstance which renders him or her mentally or physically
incapable of performing the duties and services required of Employee.
The termination of Employee's employment by Employer prior to the expiration of
the Term shall constitute a "Termination for Cause" if made pursuant to Section
3.1(i); the effect of such termination is specified in Section 3.4. The
termination of Employee's employment by Employer prior to the expiration of the
Term shall constitute an "Involuntary Termination" if made pursuant to Section
3.1(ii); the effect of such termination is specified in Section 3.5. The effect
of the employment relationship being terminated pursuant to Section 3.1(iii) as
a result of Employee's death is specified in Section 3.6. The effect of the
employment relationship being terminated pursuant to Section 3.1(iv) as a
result of the Employee becoming incapacitated is specified in Section 3.7.
3.2. Notwithstanding any other provisions of this Agreement except
Section 7.5, Employee shall have the right to terminate the employment
relationship under this Agreement at any time prior to the expiration of the
Term of employment for any of the following reasons:
(i) a material breach by Employer of any material provision of this
Agreement which remains uncorrected for 30 days following written
notice of such breach by Employee to Employer; or
(ii) for any other reason whatsoever, in the sole discretion of Employee.
The termination of Employee's employment by Employee prior to the expiration of
the Term shall constitute an "Involuntary Termination" if made pursuant to
Section 3.2(i); the effect of such termination is specified in Section 3.5. The
termination of Employee's employment by Employee prior to the expiration of the
Term shall constitute a "Voluntary Termination" if made pursuant to Section
3.2(ii); the effect of such termination is specified in Section 3.3.
3.3. Upon a "Voluntary Termination" of the employment relationship by
Employee prior to expiration of the Term, all future compensation to which
Employee is entitled and all future benefits for which Employee is eligible
shall cease and terminate as of the date of termination. Employee shall be
entitled to pro rata salary through the date of such termination, but Employee
shall not be entitled to any bonuses or incentive compensation not yet paid at
the date of such termination.
3.4. If Employee's employment hereunder shall be terminated by Employer
for Cause prior to expiration of the Term, all future compensation to which
Employee is entitled and all future benefits for which
4
Employee is eligible shall cease and terminate as of the date of termination.
Employee shall be entitled to pro rata salary through the date of such
termination, but Employee shall not be entitled to any bonuses or incentive
compensation not yet paid at the date of such termination.
3.5. Upon an Involuntary Termination of the employment relationship by
either Employer or Employee prior to expiration of the Term, Employee shall be
entitled, after execution of a Waiver and Release Agreement, in consideration
of Employee's continuing obligations hereunder after such termination
(including, without limitation, Employee's non-competition obligations), if
Employee's employment ceases within one year of employment, Employee shall
receive the sum of the remainder of one year's base salary plus one year's base
salary. Said amount shall be paid in two installments: (i) the sum of the
remainder of one (1) year's base salary within thirty (30) days of the
Involuntary Termination Date; and (ii) the remaining sum of one (1) year's base
salary twelve (12) months later. If the Employee's employment ceases as a
result of Involuntary Termination, following the first year of employment the
Employee shall receive an amount equal to one year's base salary. Said amount
shall be paid in a lump sum within thirty (30) days of the Involuntary
Termination Date. As used in this Agreement, "Involuntary Termination" shall
also mean termination of Employee's employment with Employer if such
termination results from:
(i) termination by Employee within 90 days of and in connection with or
based upon any of the following:
(a) a substantial and/or material reduction in the nature or scope
of Employee's duties and/or responsibilities, which results in
Employee not having an officer position and results in an
overall material and substantial reduction from the duties and
stature of the Officer Position as such duties are constituted
as of the effective date of this Agreement or later agreed to by
Employee and Employer, which reduction remains in place and
uncorrected for thirty(30) days following written notice of such
breach to Employer by Employee;
(b) a reduction in Employee's base pay or an exclusion from a
benefit plan or programs (except as part of a general cutback
for all employees or officers);
(c) a change in the location for the primary performance of
Employee's services under this Agreement from the city in which
Employee was serving at the time of notification to a city which
is more than 100 miles away from such location, which change is
not approved by Employee;
(ii) termination by Employee within one (1) year of Change of Control Date
and the happening of one of the events described above at Section
3.5(i).
Employee shall not be under any duty or obligation to seek or accept other
employment following Involuntary Termination and the amounts due Employee
hereunder shall not be reduced or suspended if Employee accepts subsequent
employment. Employee's rights under this Section 3.5 are Employee's sole and
exclusive rights against Employer, or its affiliates, and Employer's sole and
exclusive liability to Employee under this Agreement, in contract, tort, or
otherwise, for any Involuntary Termination of the employment relationship.
Employee covenants not to xxx or lodge any claim, demand or cause of action
against Employer for any sums for Involuntary Termination other than those sums
specified in this Section 3.5. If Employee breaches this covenant, Employer
shall be entitled to recover from Employee all sums expended by Employer
(including costs and attorneys fees) in connection with such suit, claim,
demand or cause of action.
3.6. Upon termination of the employment relationship as a result of
Employee's death, Employee's heirs, administrators, or legatees shall be
entitled to Employee's pro rata salary through the date of such termination,
but Employee's heirs, administrators, or legatees shall not be entitled to any
bonuses or incentive
5
compensation not yet paid to Employee at the date of such termination.
3.7. Upon termination of the employment relationship as a result of
Employee's incapacity, Employee shall be entitled to his or her pro rata salary
through the date of such termination, but Employee shall not be entitled to any
bonuses or incentive compensation not yet paid to Employee at the date of such
termination.
3.8. In all cases, the compensation and benefits payable to Employee under
this Agreement upon termination of the employment relationship shall be offset
against any amounts to which Employee may otherwise be entitled under any and
all severance plans, and policies of Employer, or its affiliates.
3.9. Termination of the employment relationship does not terminate those
obligations imposed by this Agreement which are continuing obligations,
including, without limitation, Employee's obligations under Articles 5 and 6.
ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION AND EFFECTS OF
TERMINATION:
4.1. Should Employee remain employed by Employer beyond the expiration of
the Term of this Agreement, and this Agreement has not been extended by
Employer, the Employer-Employee relationship shall be Employment at Will,
terminable at any time by either Employer or Employee for any reason
whatsoever, with or without cause. Upon an Involuntary Termination of the
employment relationship by the Employer, Employee shall be entitled, after
execution of a Waiver and Release Agreement in consideration of Employee's
confidentiality and non-competition obligations of Articles 5 and 6 for a
period of one year following the termination date, to receive an amount equal
to one (1) year's base salary.
ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:
5.1. All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made, developed or
acquired by Employee, individually or in conjunction with others, during
Employee's employment by Employer (whether during business hours or otherwise
and whether on Employer's premises or otherwise) which relate to Employer's
business, products or services (including, without limitation, all such
information relating to corporate opportunities, research, financial and sales
data, pricing and trading terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of customers or their requirements, the
identity of key contacts within the customer's organizations or within the
organization of acquisition prospects, or marketing and merchandising
techniques, prospective names, and marks) shall be disclosed to Employer and
are and shall be the sole and exclusive property of Employer. Moreover, all
drawings, memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other writings or
materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries, and inventions are and shall be the sole and
exclusive property of Employer.
5.2. Employee acknowledges that the business of Employer, Enron Corp., and
their affiliates is highly competitive and that their strategies, methods,
books, records, and documents, their technical information concerning their
products, equipment, services, and processes, procurement procedures and
pricing techniques, the names of and other information (such as credit and
financial data) concerning their customers and business affiliates, all
comprise confidential business information and trade secrets which are
valuable, special, and unique assets which Employer, Enron Corp., or their
affiliates use in their business to obtain a competitive advantage over their
competitors. Employee further acknowledges that protection of such confidential
business information and trade secrets against unauthorized disclosure and use
is of critical importance to Employer, Enron Corp., and their affiliates in
maintaining their competitive position. Employee hereby agrees that
6
Employee will not, at any time during or after his or her employment by
Employer, make any unauthorized disclosure of any confidential business
information or trade secrets of Employer, Enron Corp., or their affiliates, or
make any use thereof, except in the carrying out of his or her employment
responsibilities hereunder. Enron Corp. and its affiliates shall be third party
beneficiaries of Employee's obligations under this Section. As a result of
Employee's employment by Employer, Employee may also from time to time have
access to, or knowledge of, confidential business information or trade secrets
of third parties, such as customers, suppliers, partners, joint venturers, and
the like, of Employer, Enron Corp., and their affiliates. Employee also agrees
to preserve and protect the confidentiality of such third party confidential
information and trade secrets to the same extent, and on the same basis, as
Employer's confidential business information and trade secrets. Employee
acknowledges that money damages would not be sufficient remedy for any breach
of this Article 5 by Employee, and Employer shall be entitled to enforce the
provisions of this Article 5 by terminating any payments then owing to Employee
under this Agreement and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be
deemed the exclusive remedies for a breach of this Article 5, but shall be in
addition to all remedies available at law or in equity to Employer, including
the recovery of damages from Employee and his or her agents involved in such
breach.
ARTICLE 6: POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:
6.1. As part of the consideration for the compensation and benefits to be
paid to Employee hereunder, and as an additional incentive for Employer to
enter into this Agreement, Employer and Employee agree to the non-competition
provisions of this Article 6. Employee agrees that during the period of
Employee's non-competition obligations hereunder, Employee will not, directly
or indirectly for Employee or for others, in any geographic area or market
where Employer or any of its affiliated companies are conducting any business
as of the date of termination of the employment relationship or have during the
previous twelve months conducted any business:
(i) engage in any business competitive with the business conducted by
Employer;
(ii) render advice or services to, or otherwise assist, any other person,
association, or entity who is engaged, directly or indirectly, in any
business competitive with the business conducted by Employer;
(iii) induce any employee of Employer or any of its affiliates to
terminate his or her employment with Employer or its affiliates, or
hire or assist in the hiring of any such employee by person,
association, or entity not affiliated with Employer.
These non-competition obligations shall continue for a period of one year
after termination of this employment relationship.
6.2. Employee understands that the foregoing restrictions may limit his or
her ability to engage in certain businesses during the twelve (12) month period
provided for above, but acknowledges that Employee will receive sufficiently
high remuneration and other benefits (e.g., the right to receive compensation
under Section 3.5 upon Involuntary Termination) under this Agreement to justify
such restriction. Employee acknowledges that money damages would not be
sufficient remedy for any breach of this Article 6 by Employee, and Employer
shall be entitled to enforce the provisions of this Article 6 by terminating
any payments then owing to Employee under this Agreement and/or to specific
performance and injunctive relief as remedies for such breach or any threatened
breach. Such remedies shall not be deemed the exclusive remedies for a breach
of this Article 6, but shall be in addition to all remedies available at law or
in equity to Employer, including, without limitation, the recovery of damages
from Employee and his or her agents involved in such breach.
7
6.3. It is expressly understood and agreed that Employer and
Employee consider the restrictions contained in this Article 6 to be reasonable
and necessary to protect the proprietary information of Employer. Nevertheless,
if any of the aforesaid restrictions are found by a court having jurisdiction
to be unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such courts so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.
ARTICLE 7: MISCELLANEOUS:
7.1. For purposes of this Agreement the following terms shall have the
meanings ascribed to them below:
(a) "Affiliates" or "Affiliated" means an entity who directly, or
indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with Enron Corp. or
Employer.
(b) "Beneficial Owner" shall be defined by reference to Rule 13(d)-3
under the Securities Exchange Act of 1934, as in effect on September
1, 1989; provided, however, and without limitation, any individual,
corporation, partnership, group, association or other person or
entity which has the right to acquire any Voting Stock at any time in
the future, whether such right is contingent or absolute, pursuant to
any agreement, arrangement or understanding or upon exercise of
conversion rights, warrants or options, or otherwise, shall be the
Beneficial Owner of such Voting Stock.
(c) "Change of Control" of Company shall mean (i) Company merges or
consolidates with any other entity (other than one of Enron Corp.'s
majority owned subsidiaries) and is not the surviving entity (or
survives only as the subsidiary of another entity), (ii) Company
sells all or substantially all of its assets to any other person or
entity (other than (i) a sale of limited partner interests in EOTT
Energy Partners, L.P. or (ii) a sale of assets to another majority
owned subsidiary of Enron Corp. and in connection there with Employee
becomes employed by such subsidiary, EOTT Energy Partners, L.P. or
another partnership in which EOTT Energy Partners, L.P. is the
limited partner), or (iii) Company is dissolved, or if (iv) any third
person or entity (other than Enron Corp. or one of its majority owned
subsidiaries or the trustee or committee of any qualified employee
benefit plan of Company) together with its affiliates shall become,
directly or indirectly, the Beneficial Owner of at least 51% of the
Voting Stock of Company (except as the result of a distribution of
the Voting Stock of the Company to the shareholders of Enron Corp.),
or if (v) during such time as Company has a class of Voting
Securities registered under the Securities Exchange Act of 1934, the
individuals who constituted the members of the Company's Board of
Directors ("Incumbent Board") upon the effective date of such
registration cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director whose election
or nomination for election by Company stockholders was approved by a
vote of at least eighty percent (80%) of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a
nominee for director, without objection to such nomination) shall be,
for purposes of this clause (v), considered as though such person
were a member of the Incumbent Board.
(d) "Change of Control Date" shall mean the day on which a Change of
Control becomes effective.
(e) "Involuntary Termination Date" shall mean Employee's last date of
employment by reason of an Involuntary Termination.
(f) "Voting Stock" shall mean all outstanding shares of capital stock of
Company entitled to vote generally in elections for directors,
considered as one class; provided, however, that if Company has
shares of Voting Stock entitled to more or less than one vote for any
such share, each reference to a proportion of
8
shares of Voting Stock shall be deemed to refer to such proportion of
the Votes entitled to be cast by such shares.
7.2. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to Employer, to:
EOTT Energy Corp.
Xxx 0000
Xxxxxxx, Xxxxx 00000
Attention: President
If to Employee, to the address shown on the first page hereof.
Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.
7.3. This Agreement shall be governed in all respects by the laws of the
State of Texas, excluding any conflict-of-law rule or principle that might
refer the construction of the Agreement to the laws of another State or
country.
7.4. No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
7.5. If a dispute arises out of or related to this Agreement, other than a
dispute regarding Employee's obligations under Sections 5.2, Article 5, or
Section 6.1, and if the dispute cannot be settled through direct discussions,
then Employer and Employee agree to first endeavor to settle the dispute in an
amicable manner by mediation, before having recourse to any other proceeding or
forum. Thereafter, if either party to this Agreement brings legal action to
enforce the terms of this Agreement, the party who prevails in such legal
action, whether plaintiff or defendant, in addition to the remedy or relief
obtained in such legal action shall be entitled to recover its, his, or her
expenses incurred in connection with such legal action, including, without
limitation, costs of Court and attorneys fees.
7.6. It is a desire and intent of the parties that the terms, provisions,
covenants, and remedies contained in this Agreement shall be enforceable to the
fullest extent permitted by law. If any such term, provision, covenant, or
remedy of this Agreement or the application thereof to any person, association,
or entity or circumstances shall, to any extent, be construed to be invalid or
unenforceable in whole or in part, then such term, provision, covenant, or
remedy shall be construed in a manner so as to permit its enforceability under
the applicable law to the fullest extent permitted by law. In any case, the
remaining provisions of this Agreement or the application thereof to any
person, association, or entity or circumstances other than those to which they
have been held invalid or unenforceable, shall remain in full force and effect.
7.7. This Agreement shall be binding upon and inure to the benefit of
Employer and any other person, association, or entity which may hereafter
acquire or succeed to all or substantially all of the business or assets of
Employer by any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise. Employee's rights and obligations under Agreement
hereof are personal and such rights, benefits, and obligations of Employee
shall not be voluntarily or involuntarily assigned, alienated, or transferred,
whether by operation of law or otherwise, without the prior written consent of
Employer.
9
7.8. There exist other agreements between Employer and Employee relating
to the employment relationship between them, e.g., the agreement with respect
to company policies contained in Employer's Conduct of Business Affairs booklet
and agreements with respect to benefit plans. This Agreement replaces and
merges previous agreements and discussions pertaining to the following subject
matters covered herein: the nature of Employee's employment relationship with
Employer and the term and termination of such relationship. This Agreement
constitutes the entire agreement of the parties with regard to such subject
matters, and contains all of the covenants, promises, representations,
warranties, and agreements between the parties with respect such subject
matters. Each party to this Agreement acknowledges that no representation,
inducement, promise, or agreement, oral or written, has been made by either
party with respect to such subject matters, which is not embodied herein, and
that no agreement, statement, or promise relating to the employment of Employee
by Employer that is not contained in this Agreement shall be valid or binding.
Any modification of this Agreement will be effective only if it is in writing
and signed by each party whose rights hereunder are affected thereby, provided
that any such modification must be authorized or approved by the Board of
Directors of Employer.
IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement in multiple originals to be effective on the date first stated above.
EOTT ENERGY CORP.
By: /S/ XXXXXX X. XXXX
-------------------------------------
President and Chief Executive Officer
This 15th day of February, 1996
XXXXXX XXXXXX
/S/ XXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
This 14th day of February, 1996
