EXHIBIT 10.4
EXECUTION COPY
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the
1st day of April, 2004, is between Barrier Therapeutics, Inc., a Delaware
corporation (the "Corporation") and Geert Cauwenbergh (the "Executive").
The Corporation is a biopharmaceutical company focused on the
discovery, development and commercialization of pharmaceutical products in the
field of dermatology. The Corporation desires to employ the Executive, and the
Executive desires to accept such employment, on the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and obligations hereinafter set forth, the parties hereto agree
as follows:
1. EMPLOYMENT; EFFECTIVENESS OF AGREEMENT. Effective as of the
date hereof (such date, the "Commencement Date," for all purposes hereof), the
Corporation shall employ the Executive, and the Executive shall accept
employment by the Corporation, upon the terms and conditions hereinafter set
forth.
2. TERM. The employment of the Executive hereunder shall
commence on the Commencement Date and continue until terminated pursuant to the
terms of this Agreement. The period of Executive's employment is hereinafter
referred to as the "Employment Period."
3. DUTIES. During the Employment Period, the Executive shall
be initially employed by the Corporation as the Chief Executive Officer of the
Corporation and shall serve the Corporation faithfully and to the best of his
ability. The Executive shall devote his full time, attention, skill and efforts
to the performance of the duties required by or appropriate for his position
with the Corporation. The Executive shall report to the Board of Directors of
the Corporation (the "Board of Directors"). Subject to the oversight of the
Board of Directors, the Executive shall have responsibility for (i) the exercise
of the executive authority of the Corporation, including general and active
management of the business of the Corporation and effectuating all orders and
resolutions of the Board of Directors (either directly or through delegation of
authority to other officers and/or executives of the Corporation) and (ii) such
other duties and responsibilities as may be assigned to him from time to time by
the Board of Directors.
4. TIME TO BE DEVOTED TO EMPLOYMENT. Except for vacation,
absences due to temporary illness and absences resulting from Disability (as
hereinafter defined), the Executive shall devote the Executive's business time,
attention and energies on a full-time basis to the performance of the duties and
responsibilities referred to in Section 3. The Executive shall not during the
Employment Period be engaged in any other business activity which, in the
reasonable judgment of the Board of Directors of the Corporation, would conflict
with the ability
of the Executive to perform his duties under this Agreement, whether or not such
activity is pursued for gain, profit or other pecuniary advantage.
5. COMPENSATION; BONUS; BENEFITS; REIMBURSEMENT.
(a) Base Salary. During the Employment Period,
the Corporation shall pay to the Executive an annual base salary of $300,000
which shall be subject to review and, at the option of the Compensation
Committee of the Corporation, subject to increase (such salary, as the same may
be increased from time to time as aforesaid, being referred to herein as the
"Base Salary"). The Base Salary shall be payable in such installments (but not
less frequent than monthly) as is the policy of the Corporation with respect to
employees of the Corporation at substantially the same level of employment as
the Executive.
(b) Benefits; Bonus. During the Employment
Period, the Executive shall be entitled to participate in all bonus and
incentive programs of the Corporation and shall receive such medical and other
benefits (the "Benefit Arrangements"), as may be provided from time to time by
the Corporation to its officers in the discretion of the Compensation Committee.
(c) Equity Compensation. During the Employment
Period, the Executive shall be entitled to participate in all equity
compensation plans and programs and shall receive such grants as may be provided
from time to time by the Corporation to its officers in the discretion of the
Compensation Committee.
(d) Vacation. During the Employment Period, the
Executive shall be entitled to four weeks-paid vacation during each 12-month
period worked.
(e) Reimbursement of Expenses. During the
Employment Period, the Corporation shall reimburse the Executive, in accordance
with the policies and practices of the Corporation in effect from time to time
with respect to other employees of the Corporation at substantially the same
level of employment as the Executive, for all reasonable and necessary traveling
expenses and other disbursements incurred by him for or on behalf of the
Corporation in connection with the performance of his duties hereunder upon
presentation by the Executive to the Corporation of appropriate documentation
therefor.
(f) Deductions. The Corporation shall deduct
from any payments to be made by it to the Executive under this Section 5 or
Section 8 any amounts required to be withheld in respect of any Federal, state
or local income or other taxes.
6. TERMINATION AND AT-WILL EMPLOYMENT.
(a) Executive understands and acknowledges that
his employment with the Corporation is for an unspecified duration and
constitutes "at-will" employment. Executive acknowledges that this employment
relationship may be terminated at any time, with or without cause, at the option
either of the Corporation or Executive, and with or without notice.
(b) For convenience of reference, the date upon
which any termination of the employment of the Executive pursuant to this
Section 7 hereof shall be effective is
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hereinafter referred to as the "Termination Date." If the Executive dies during
the Employment Period, the Termination Date shall be deemed to be the date of
the Executive's death.
7. EFFECT OF TERMINATION OF EMPLOYMENT.
(a) As used herein, the following defined terms
shall have the following meanings:
(i) "Cause" shall mean (i) Executive's
violation of any material Corporation policy, misappropriation of funds or
property of the Corporation or attempt to obtain any personal profit from any
transaction in which the Corporation has an interest; (ii) Executive has
neglected or failed to discharge any of his duties or obligations under this
Agreement or failed to obey appropriate directions (to the extent lawful) from
the Board of Directors of the Corporation or an officer of the Corporation to
whom the Executive reports, which neglect or failure, if curable, shall not have
been cured within 10 days after receipt of written notice; (iii) material breach
of any of the provisions of this Agreement (or any other document or agreement
between the Corporation and the Executive) by the Executive; (iv) the commission
by the Executive of any act of fraud or dishonesty (financial or otherwise) with
respect to the Corporation or any subsidiary or affiliate thereof; (v) the
conviction or entry of a plea of nolo contendere of the Executive for violating
any laws constituting a felony (including the Foreign Corrupt Practices Act of
1977); or (vi) conviction or entry of a plea of nolo contendere for a crime
involving moral turpitude or fraud.
(ii) "Good Reason" shall mean with
respect to Executive, (i) a material reduction of his compensation (base
compensation plus guaranteed bonus), or (ii) a material diminution in duties of
Executive described in this Agreement or reasonable for someone with Executive's
title and position with the Corporation, (iii) a requirement that Executive
report to work at a location that is outside New Jersey or Eastern Pennsylvania,
(iv) the failure of the Corporation to obtain the agreement from any successor
to assume and agree to perform his employment agreement, or (v) the material
breach of his employment agreement with the Corporation, which neglect or
failure, if curable, is not cured within ten (10) days after receipt of written
notice of such breach.
(iii) "Disability" shall mean the
Executive is incapacitated or disabled by accident, sickness or otherwise so as
to render Executive mentally or physically incapable of performing the essential
functions of his job with or without a reasonable accommodation for 90 days in
any 360 consecutive day period.
(b) If the Executive's employment is terminated
by (i) the Corporation without Cause (other than by reason of Executive's death
or Disability) or (ii) by the Executive for Good Reason, neither the Executive
nor the Executive's beneficiaries or estate shall have any further rights under
this Agreement or any claims against the Corporation arising out of this
Agreement, except that Executive shall be entitled to receive, upon execution of
a general release and waiver of claims that is acceptable to the Corporation
(the "Release"), and so long as he continues to comply with the provision of any
confidentiality, non-competition, or non-solicitation agreement with the
Corporation to which Executive is subject (including, without limitation, the
Confidentiality Agreement):
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(i) continuation of his base salary,
less applicable withholdings, at the salary rate in effect at the time
of the termination of his employment, payable in the ordinary course of
the Corporation's business as if Executive were remaining in the employ
of the Corporation, for a period of twelve (12) months from the
Termination Date (the "Severance Period");
(ii) any earned but unpaid bonus as of
the Termination Date (which amount shall be paid within 30 days of the
Termination Date);
(iii) any reasonable out-of-pocket
business expenses properly incurred but not yet reimbursed (which
amount shall be paid within 30 days of the Termination Date);
(iv) continuation of Executive's medical
benefits until the earlier of (i) the end of the Severance Period, or
(ii) the date on which Executive is eligible to receive medical
benefits from another company; provided, that, in the event that any of
the Corporation's medical benefit plans prohibit participation in such
plan by the Executive following his termination, 100% of the applicable
COBRA premiums shall be payable by the Corporation for the period
described herein; and
(v) additional vesting (or release of
repurchase right) of any outstanding equity grant or award on the
Termination Date that was not fully vested to provide that any shares
that would have vested during the Severance Period shall be fully
vested on the Termination Date. Executive shall have a six month period
to exercise outstanding options following the Termination Date if
Executive is terminated without Cause.
(c) If Executive's employment is terminated by
the Corporation by reason of death or Disability, upon the Termination Date,
neither the Executive nor the Executive's beneficiaries or estate shall have any
further rights under this Agreement or any claims against the Corporation
arising out of this Agreement, except Executive shall be entitled to receive,
upon his execution of the Release (solely in the case of Disability), and so
long as he continues to comply with the provisions of any confidentiality,
non-competition or non-solicitation agreement with the Corporation of which the
Executive is subject (including, without limitation the Confidentiality
Agreement) (solely in the case of Disability):
(i) any earned but unpaid bonus through
Termination Date (which amount shall be paid within 30 days of the Termination
Date);
(ii) any reasonable out-of-pocket
business expenses properly incurred but not yet reimbursed (which amount shall
be paid within 30 days of the Termination Date);
(iii) additional vesting (or release of
repurchase right) of any outstanding equity grant or award that on the
Termination Date that was not fully vested shall be fully vested on the
Termination Date.
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In addition to the foregoing set forth in
this clause (c), in the event of termination of Executive by
reason of Death or Disability, Executive shall be entitled to
any life insurance or disability insurance benefits provided
to all employees of the Corporation.
(d) The Executive's obligations under Section 10
of this Agreement, and the Corporation's obligations under this Section 7, shall
survive the termination of this Agreement and the termination of the Executive's
employment hereunder.
8. EFFECT OF CHANGE OF CONTROL.
(a) Immediately prior to the effective date of a
Change of Control, regardless of whether or not Executive is terminated or
chooses to terminate his employment as a result of such Change of Control,
Executive shall be entitled to receive full vesting (or release from repurchase
right) of any outstanding equity grant or award that at such time was not fully
vested to provide that any unvested shares, options, or other equity awards
shall be fully vested and exercisable immediately prior to such Change of
Control. The Corporation agrees that, in the event of a Change of Control, to
use commercially reasonable efforts to avoid the imposition of excise taxes
under Section 4999 of the Internal Revenue Code or to "gross up" the
compensation to Executive to compensate him or her for any excise tax resulting
from such full vesting (or release from repurchase right).
(b) As used herein, the term "Change of Control"
shall be defined as a change in ownership or control of the Corporation affected
through any of the following transactions:
(i) a statutory share exchange, merger,
consolidation or reorganization approved by the Corporation's stockholders,
unless securities representing more than fifty percent (50%) of the total
combined voting power of the voting securities of the successor corporation are
immediately thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who beneficially owned the
Corporation's outstanding voting securities immediately prior to such
transaction;
(ii) any stockholder approved transfer
or other disposition of all or substantially all of the Corporation's assets
(whether held directly or indirectly through one or more controlled
subsidiaries) except to or with a wholly-owned subsidiary of the Corporation; or
(iii) the acquisition, directly or
indirectly by any person or related group of persons of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") of securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation's outstanding
securities pursuant to transactions with the Corporation's stockholders and not
solely by direct purchase from the Corporation.
9. DISCLOSURE OF INFORMATION; RIGHT OF INVENTIONS. As a
condition of continued employment pursuant to this Employment Agreement,
Executive has or,
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simultaneously with the execution of this Agreement Executive shall, enter into
the Corporation's standard Confidential Information and Invention Assignment
Agreement.
10. RESTRICTIVE COVENANTS.
(a) The Executive acknowledges and recognizes
that during the Employment Period he will be privy to confidential information
of the Corporation and further acknowledges and recognizes that the Corporation
would find it extremely difficult to replace the Executive. Accordingly, in
consideration of the promises contained herein and the consideration to be
received by the Executive hereunder (including, without limitation, the
severance compensation described in Section 8, if any), without the prior
written consent of the Corporation, the Executive shall not, at any time during
the employer/employee relationship between the Corporation and the Executive or
the one-year period after the termination of such employer/employee
relationship, (i) directly or indirectly engage in, represent in any way, or be
connected with, any Competing Business (as hereinafter defined) directly
competing with the business of the Corporation or any direct or indirect
subsidiary or affiliate thereof in the United States, Canada or Europe, whether
such engagement shall be as an officer, director, owner, employee, partner,
affiliate or other participant in any Competing Business, (ii) assist others in
engaging in any Competing Business in the manner described in clause (i) above,
(iii) induce or solicit other employees of the Corporation or any direct or
indirect subsidiary or affiliate thereof to terminate their employment with the
Corporation or any such direct or indirect subsidiary or affiliate or to engage
in any Competing Business or (iv) induce any entity or person with which the
Corporation or any direct or indirect subsidiary or any affiliate thereof has a
business relationship to terminate or alter such business relationship. As used
herein, "Competing Business" shall mean any business involving the discovery,
development and commercialization of products in the United States, Canada or
Europe if such business or the products developed or sold by it are competitive,
directly or indirectly, at the time of the Termination Date with (A) the
business of the Corporation or any direct or indirect subsidiary thereof, (B)
any of the products manufactured, sold or distributed by the Corporation or any
direct or indirect subsidiary thereof or (C) any products or business being
developed or conducted by the Corporation or any direct or indirect subsidiary
thereof.
(b) The Executive understands that the foregoing
restrictions may limit his ability to earn a livelihood in a business similar to
the business of the Corporation or any subsidiary or affiliate thereof, but he
nevertheless believes that he has received and will receive sufficient
consideration and other benefits as an employee of the Corporation and as
otherwise provided hereunder to justify clearly such restrictions which, in any
event (given his education, skills and ability), the Executive does not believe
would prevent him from earning a living.
11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE EMPLOYEE.
(a) RESTRICTIONS. The Executive represents and
warrants to the Corporation that:
(i) there are no restrictions,
agreements or understandings whatsoever to which the Executive
is a party which would prevent or make unlawful the
Executive's execution of this Agreement or the Executive's
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employment hereunder, which is or would be inconsistent or in
conflict with this Agreement or the Executive's employment
hereunder, or would prevent, limit or impair in any way the
performance by the Executive of the obligations hereunder; and
(ii) the Executive has disclosed to the
Corporation all restraints, confidentiality commitments or
other employment restrictions that he has with any other
employer, person or entity.
(b) OBLIGATIONS TO FORMER EMPLOYERS. The
Executive covenants that in connection with his provision of services to the
Corporation, he shall not breach any obligation (legal, statutory, contractual
or otherwise) to any former employer or other person, including, but not limited
to, obligations relating to confidentiality and proprietary rights.
(c) OBLIGATIONS UPON TERMINATION. Upon and after
his termination or cessation of employment with the Corporation and until such
time as no obligations of the Executive to the Corporation hereunder exist, the
Executive shall (i) provide a complete copy of this Agreement to any person,
entity or association engaged in a Competing Business with whom or which the
Executive proposes to be employed, affiliated, engaged, associated or to
establish any business or remunerative relationship prior to the commencement of
any such relationship and (ii) shall notify the Corporation of the name and
address of any such person, entity or association prior to the commencement of
such relationship.
12. MISCELLANEOUS PROVISIONS.
(a) ENTIRE AGREEMENT; AMENDMENTS.
(i) This Agreement and the other
agreements referred to herein contain the entire agreement
between the parties hereto with respect to the transactions
contemplated hereby and supersede all prior agreements or
understandings between the parties with respect thereto.
(ii) This Agreement shall not be altered
or otherwise amended, except pursuant to an instrument in
writing signed by each of the parties hereto.
(b) DESCRIPTIVE HEADINGS. Descriptive
headings are for convenience only and shall not control or affect the meaning or
construction of any provisions of this Agreement.
(c) NOTICES. All notices or other communications
pursuant to this Agreement shall be in writing and shall be deemed to be
sufficient if delivered personally, telecopied, sent by nationally-recognized,
overnight courier or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
(i) if to the Corporation, to:
Barrier Therapeutics, Inc.
000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
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Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Chief Executive Officer
Telecopier: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telecopier: (000) 000-0000
(ii) if to the Executive, to him at the
address in the Corporation's personnel records.
All such notices and other communications shall be deemed to have been delivered
and received (A) in the case of personal delivery, on the date of such delivery,
(B) in the case of delivery by telecopy, on the date of such delivery, (C) in
the case of delivery by nationally-recognized, overnight courier, on the
Business Day following dispatch, and (D) in the case of mailing, on the third
Business Day following such mailing. As used herein, "Business Day" shall mean
any day that is not a Saturday, Sunday or a day on which banking institutions in
New Jersey are not required to be open.
(d) COUNTERPARTS. This Agreement may be executed
in any number of counterparts, and each such counterpart shall be deemed to be
an original instrument, but all such counterparts together shall constitute but
one agreement. This agreement may be executed and delivered by facsimile.
(e) GOVERNING LAW. This Agreement shall be
governed by and construed and enforced in accordance with the laws of New Jersey
applicable to contracts made and performed wholly therein.
(f) BENEFITS OF AGREEMENT; ASSIGNMENT. The terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, assigns, representatives,
heirs and estate, as applicable. Anything contained herein to the contrary
notwithstanding, this Agreement shall not be assignable by any party hereto
without the consent of the other party hereto; provided, however, the
Corporation may assign this Agreement in connection with a sale of all or
substantially all of the assets or a merger.
(g) WAIVER OF BREACH. The waiver by either party
of a breach of any provision of this Agreement by the other party must be in
writing and shall not operate or be construed as a waiver of any subsequent
breach by such other party.
(h) SEVERABILITY. In the event that any
provision of this Agreement is determined to be partially or wholly invalid,
illegal or unenforceable in any jurisdiction, then such provision shall, as to
such jurisdiction, be modified or
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restricted to the extent necessary to make such provision valid, binding and
enforceable, or if such provision cannot be modified or restricted, then such
provision shall, as to such jurisdiction, be deemed to be excised from this
Agreement; provided, however, that the binding effect and enforceability of the
remaining provisions of this Agreement, to the extent the economic benefits
conferred upon the parties by virtue of this Agreement remain substantially
unimpaired, shall not be affected or impaired in any manner, and any such
invalidity, illegality or unenforceability with respect to such provisions shall
not invalidate or render unenforceable such provision in any other jurisdiction.
(i) REMEDIES. All remedies hereunder are
cumulative, are in addition to any other remedies provided for by law and may,
to the extent permitted by law, be exercised concurrently or separately, and the
exercise of any one remedy shall not be deemed to be an election of such remedy
or to preclude the exercise of any other remedy. The Executive acknowledges that
in the event of a breach of any of the Executive's covenants contained in
Sections 9, 10 or 11, the Corporation shall be entitled to immediate relief
enjoining such violations in any court or before any judicial body having
jurisdiction over such a claim.
(j) SURVIVAL. Sections 8 through 11, this
Section 13 and the defined terms used in any section referred to in this Section
13(j), shall survive the termination of the Executive's employment on the
Termination Date and the expiration of this Agreement.
(k) DISPUTE RESOLUTION. The parties agree that
any dispute, controversy or claim arising out of or relating to this Agreement,
whether based on contract, tort, statute or other legal or equitable theory
(including without limitation, Title VII, Americans with Disabilities Act, New
Jersey Law Against Discrimination, Age Discrimination in Employment Act,
Conscientious Employment Protection Act or any claim of fraud, misrepresentation
or fraudulent inducement or any question of validity or effect of this Agreement
including this clause) or the breach or termination thereof (a "Dispute"), shall
be resolved by binding arbitration in accordance with the following provisions;
provided, however, that this Section 13(k) shall not limit the right of any
party to seek from a court of competent jurisdiction any equitable relief with
respect to the Dispute to which such party may otherwise be entitled, including,
without limitation, specific performance or injunctive or other relief, and no
party shall have any obligation to arbitrate such claim for equitable relief.
(i) Any Dispute shall be resolved by
binding arbitration to be conducted before JAMS/Endispute,
Inc. ("JAMS") in accordance with the provisions of JAMS'
Comprehensive Arbitration Rules and Procedures as in effect at
the time of the arbitration.
(ii) The arbitration shall be held
before a single arbitrator appointed by JAMS, in accordance
with its rules, who is not an affiliate of any party to such
arbitration and does not have any potential for bias or
conflict of interest with respect to any of the parties,
directly or indirectly, by virtue of any direct or indirect
financial interest, family relationship or close friendship.
(iii) Such arbitration shall be held at
such place as the arbitrator appointed by JAMS may determine
within the State of New Jersey or such other location to which
the parties may agree.
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(iv) The arbitrator shall have the
authority, taking into account the parties' desire that any
arbitration proceeding hereunder be reasonably expedited and
efficient, to permit the parties to conduct discovery. Any
such discovery shall be (A) guided generally by and be no
broader than permitted under the United States Federal Rules
of Civil Procedure, and (B) subject to the arbitrator and the
parties entering into a mutually acceptable confidentiality
agreement.
(v) The arbitrator's decision and award
in any such arbitration shall be made and delivered within 120
days of the date on which such arbitration proceedings
commenced.
(vi) The arbitrator's decision shall be
in writing and shall be as brief as possible and will include
the basis for the arbitrator's decision. A record of the
arbitration proceeding shall be kept.
(vii) Judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction
thereof.
(viii) The arbitrator shall have the power
but not the obligation to award to the party it deems to have
prevailed, all or a portion of the costs of the arbitration
(including, transcripts, room rental fees and fees and
expenses of the arbitrator and JAMS, and the reasonable legal
fees, costs and disbursements of the other party thereto);
provided, that if court proceedings to stay litigation or
compel arbitration are necessary, the non-prevailing party in
such proceedings shall pay all reasonable costs, expenses, and
attorney's fees incurred in connection with such court
proceeding.
(ix) The parties agree to participate in
any arbitration in good faith.
(l) JURISDICTION, ETC.
(i) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of any New Jersey
State court or federal court of the United States of America
sitting in the State of New Jersey, and any appellate court
from any thereof, in any action or proceeding arising out of
or relating to this Agreement or any related agreement or for
recognition or enforcement of any judgment. Each of the
parties hereto hereby irrevocably and unconditionally agrees
that jurisdiction and venue in such courts would be proper,
and hereby waive any objection that such courts are an
improper or inconvenient forum. Each of the parties hereto
agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by
law. Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any
related agreement in any New Jersey State or federal court.
Each of the parties hereto irrevocably
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waives, to the fullest extent permitted by law, the defense of
an inconvenient forum to the maintenance of such action or
proceeding in any such court.
(ii) EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY RELATED AGREEMENT.
* * * *
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IN WITNESS WHEREOF, the parties have duly executed this
Employment Agreement as of the date first above written.
BARRIER THERAPEUTICS, INC.
By: /s/ Xxxx XxxXxxx
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Name: Xxxx XxxXxxx
Title: CFO
/s/ Geert Cauwenbergh
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Geert Cauwenbergh
