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EXHIBIT 10.9
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Employment Agreement"), made as of the 28th day
of May, 1998, by and between OPTICAL TECHNOLOGY GROUP, INC. d/b/a OTG SOFTWARE,
having its principal place of business at 0000 Xxxxxxxxx Xxxx., #000, Xxxxxxxx,
XX 00000 (which, together with any affiliates or subsidiaries are hereinafter
referred collectively to as the "Corporation"), and Xxxxxx X. Xxxxxx, an
individual residing at 000 Xxxxxxx Xx., Xxxxxxxxxxxx, XX 00000-0000 (hereinafter
referred to as "Executive").
WITNESSETH
WHEREAS, the Corporation desires to employ the services of Executive under the
terms and conditions set forth herein; and
WHEREAS, Executive desires to provide services as Chief Financial Officer for
the Corporation under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and
conditions contained herein, and with the intent to be legally bound hereby, the
Corporation and Executive hereby agree as follows:
1 EMPLOYMENT
1.1 EMPLOYMENT. The Corporation hereby agrees to employ Executive, and
Executive hereby agrees to said employment, in accordance with the
terms and conditions hereinafter set forth.
1.2 TERM. Employment hereunder shall commence on June 1, 1998, (the
"Effective Date") and shall continue through May 31, 2001, unless
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otherwise terminated pursuant to the terms of section 3 hereof, or
otherwise extended by written agreement or continuation of this
Employment Agreement upon such terms and conditions as are then
mutually acceptable to the Executive and the Corporation.
1.3 LOCATION. The Corporation shall provide office space for Executive
within its headquarters office area.
1.4 DUTIES. Executive shall begin employment with the title of Chief
Financial Officer and serve as Chief Financial Officer of the
Corporation and each operating affiliate, provided that Executive shall
not be obligated to remain an officer of the Corporation or become or
remain an officer of the Corporation affiliate whose organization
documents do not provide indemnification provisions reasonably
satisfactory to Executive. Executive shall also not be obligated to
remain an officer of the Corporation or become or remain an officer of
the Corporation affiliate which is not covered by the directors and
officers' liability policy for all periods of Executive's employment
beginning with the period immediately preceding a public offering by
the Corporation. Executive shall report to and take direction from the
President and Chief Executive Officer (the "CEO") of the Corporation.
Executive shall perform management duties and shall otherwise perform
all duties reasonably necessary and commensurate with the position of
Chief Financial Officer. Executive shall devote full efforts as are
reasonably required to fulfill his responsibilities, provided however
that Corporation agrees that sufficient time shall be allowed Executive
to fulfill Executive's responsibilities pursuant to the Transition
Agreement dated April 28, 1998 as per section 2.5.
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2 COMPENSATION.
2.1 BASE SALARY. Executive shall be compensated by the payment of $165,000
per annum ("Base Salary") in accordance with the Corporation's standard
payroll practices for Executives at his level. Executive understands
that all compensation paid shall be subject to the usual and customary
federal and state tax withholding and other employment taxes as
required by law. In the event Executive is terminated For Cause as
defined in section 3.2 hereof, all compensation shall be prorated
through the last day of Executive's employment if the "For Cause"
termination is other than at the end of a calendar month.
Executive will receive a salary review on January 1, 1999, and annually
thereafter at the commencement of each calendar year. Any increase in
the Base Salary will be based on the Corporation's performance as well
as his individual contribution to that performance, and shall be
determined at the sole discretion of the Corporation's CEO and Board of
Directors.
2.2 BONUS COMPENSATION. In addition to the Base Salary, Executive shall
receive a bonus equal to 25% of Base Salary ("Executive's Bonus")
payable on a semi annual basis after the Effective Date of this
agreement. Executive will receive a salary review on January 1, 1999,
and annually thereafter at the commencement of each calendar year. Any
increase in Executive's Bonus calculation will be based on the
Executive's performance, and shall be determined at the sole discretion
of the Corporation's Board of Directors.
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2.3 STOCK OPTION/EMPLOYEE EQUITY PLANS. In addition to the foregoing
compensation, and subject to approval of the Corporation's Board of
Directors, and in full compliance with all applicable state and federal
securities laws, Executive shall also be issued options at the
effective date of the adoption of a plan to purchase up to 1.4% of the
sum of i.) shares of the issued and outstanding Common Stock of the
Corporation and ii.) options authorized under any option plans or other
option or warrant provisions of the Corporation (which together are
hereinafter referred collectively to as the "Stock") upon the following
terms and conditions (the "Initial Stock Options"). Such Initial Stock
Options shall not be considered anti dilutive with regards to an
initial public offering which is registered with the SEC pursuant to
the Securities Act of 1933, but shall be considered "anti dilutive" in
relationship only to ABS Capital transactions and to other equity
transactions that result in dilution to shareholders by more than 15%,
such that additional grants of stock options shall be made to Executive
at the then effective fair market values as to cause his percentage
ownership to remain at 1.4% of the combination of the "Stock" plus any
additional stock issued or options or warrants authorized. Subject to
the vesting requirements set forth herein, the Initial Stock Options
shall be exercisable for ten (10) years after the Effective Date
regardless of Executive's employment status with the Corporation.
Executive expressly understands that the Stock will be "restricted
stock," and may not be traded or sold except subject to applicable
state and federal securities laws. Corporation represents and agrees
that it will use best efforts to cause Initial Stock Options to be
registered following an initial public offering by the Corporation.
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The exercise price of the Initial Stock Options will be at the purchase
price equal to that implicit in the Corporation's current financing
transaction with ABS Capital, et al. The Initial Stock Options will
vest 8% on March 1, 1999, 25% on the first anniversary of the Effective
Date of this agreement, and 1.86111% in equal monthly amounts on a
monthly basis over the 36 months following the first anniversary of
this agreement. Notwithstanding the above, 100% of the Executive's
Initial Stock Option shall vest in the event that the Corporation has a
Change of Control. A "Change of Control" for purposes of this agreement
shall be defined as a sale of more than 50% of the Corporation's stock
or of the majority of the Corporation's operating assets to a third
party. Except as otherwise expressly provided herein, the Initial Stock
Options shall not be deemed earned for any vesting period after
Executive voluntarily leaves the Corporation's employ or for any period
after Executive is terminated For Cause as defined in section 3.2
hereof.
The Corporation anticipates that it will formulate and implement other
Stock Option Plans and bonus plans in which Executives of the
Corporation will participate. While not yet formal, if and when such
plans are established by the Corporation, the Executive will be
included along with other key executive members of the Corporation and
its operating affiliates and shall participate as determined by the
Corporation's Board of Directors and/or the appropriate Corporation
committee charged with the responsibility of administering the Plan(s).
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2.4 OTHER BENEFITS
2.4.1 PAID VACATION. Executive shall be entitled to reasonable paid vacation
time as agreed upon by Executive and the Corporation, or as otherwise
provided pursuant to established policies of the Corporation for other
senior executive officers, provided however, that it shall not be less
than three weeks paid vacation per year. Such paid vacation time shall
not be charged for Executive's time spent in satisfaction of continuing
professional education.
2.4.2 HEALTH INSURANCE. During the term of this Agreement, the Corporation
shall pay all premiums for health insurance for Executive and his
family.
2.4.3. EXPENSE REIMBURSEMENT. Upon submission of appropriate written expense
reports, receipts or other substantiating evidence, Executive shall be
entitled to reimbursement for all expenses incurred by Executive in the
performance of his duties hereunder and/or the furtherance of the
Corporation's business, including reimbursement for cellular/mobile
phone expenses and for participation in Executive's professional
associations.
2.4.4 OTHER PAYMENTS AND BENEFITS. In addition to the compensation and other
consideration provided in section 5 above, Executive shall also receive
the following additional benefits:
a. The Corporation will reimburse the Executive for reasonable actual
costs to relocate his personal goods closer to the Corporation's
headquarters area at any time during Executive's employment. In
addition, Corporation
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will reimburse any additional costs associated with relocation as
agreed to by the CEO and Executive at the time of relocation planning.
b. Executive shall be entitled to and receive all other benefits and
privileges offered to other senior executives of the Corporation.
2.5. EXECUTIVE AND CORPORATION REPRESENTATIONS. The Executive hereby
represents and warrants to the Corporation that he is a party to the
Transition Agreement dated April 28, 1998, a copy of which is attached
and that the Executive is not a party to any other written employment
agreement with any other party. Executive and Corporation hereby
represent and warrant that (i) the execution, delivery and performance
of this Agreement by Executive does not and will not be effected such
that it is or will be in conflict with, breach, violate or cause a
default under the Transition Agreement dated April 28, 1998. The
Corporation hereby represents that it will maintain directors' and
officers' liability insurance covering Executive pursuant to section
1.4 of this agreement. The Corporation further represents that its
charter and by-laws have indemnification provisions to the fullest
extent permissible under applicable corporate statutes.
3. TERMINATION
3.1 Notwithstanding the terms of employment as contained in the foregoing
sections, Executive and/or the Corporation may terminate Executive's
employment with the Corporation, as otherwise set forth below:
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3.2 TERMINATION BY THE CORPORATION FOR CAUSE. The Corporation may terminate
Executive with and for cause should Executive willfully breach the
restrictions, obligations or duties which he is required to satisfy or
perform under this Agreement or engage in any of the acts specified in
Exhibit A hereto. Executive's termination for cause hereunder shall be
effective five days following receipt by Executive of written notice of
termination with the reason for termination specified therein. Vesting
of options shall cease as of the effective date of Executive's
termination for cause hereunder.
3.3 TERMINATION BY THE CORPORATION WITHOUT CAUSE. The Corporation may
terminate Executive in connection with a Change of Control or without
cause provided the Corporation delivers to Executive written notice
thereof 60 days prior to the actual date of termination. In the event
Executive is terminated in connection with a Change of Control or
without cause prior to the first annual anniversary date of the
Effective Date, Executive shall be paid a severance amount equal to six
months of Executive's then current Base Salary, payable over a six
month period commencing on the 61st day following Executive's receipt
of the above written notice of termination in connection with a Change
of Control or without cause. In the event Executive is terminated in
connection with a Change of Control or without cause after the first
annual anniversary date of the Effective Date, Executive shall be paid
a severance amount equal to twelve months of Executive's then current
Base Salary, payable over a twelve month period commencing on the 61st
day following Executive's receipt of the above written notice of
termination in connection with a Change of Control or without cause.
Vesting of Executive's Initial Stock Options and the Corporation's
provision for
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Executive's medical benefits shall continue through the period
Executive receives such severance amount following Executive's
receipt of the above notice of termination in connection with
a Change of Control or without cause.
3.4 TERMINATION BY EXECUTIVE. Executive may terminate this
Agreement upon providing the Corporation with 60 days prior
written notice thereof for any reason. Executive may terminate
this Agreement for cause if the Corporation is in material
breach of any of its obligations hereunder and such breach is
not cured, within thirty (30) days' written notice thereof
from Executive, after expiration of such 30 day notice period.
A material change in Executive's responsibilities or
obligations under this Employment Agreement or a material
reduction in Executive's Base Salary without Executive's
consent shall be deemed a material breach of this Employment
Agreement by the Corporation.
4. PROTECTION OF CONFIDENTIAL INFORMATION
4.1 Executive recognizes and acknowledges that he will have access
to confidential, proprietary and/or sensitive business
information, including but not limited to actual and potential
customer information, marketing information, financial
information, techniques, proprietary data and trade secrets of
the Corporation (hereinafter all forms of information
referenced above shall collectively be referred to as
"Protected Information); and that such Protected Information
constitutes valuable, special, and unique property of the
Corporation.
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4.2 During or after the term of his employment by the Corporation,
Executive will not make any unauthorized use of, will not
disclose and will maintain in secrecy and in confidence, as
the secret and sole property of the Corporation, the Protected
Information. Executive will not, in any event, disclose or use
any Protected Information unless Executive receives specific
permission from the CEO of the Corporation to disclose or use
such Protected Information; and Executive will disclose or use
such information only as directed or permitted by the
Corporation. Upon termination of his employment for any
reason, Executive shall promptly deliver to the Corporation
all documents, computer software, drawings, manuals, letters,
notes, notebooks, reports and all other material and records
of any kind pertaining to Protected Information which have
been acquired by Executive during the term of his employment.
4.3 Executive acknowledges that a breach of the terms of this
Section 4 will cause immediate and irreparable harm to the
Corporation, and money damages may not be sufficient to
compensate the Corporation for a breach. In the event of a
breach or threatened breach of the provisions of this Section
4, the Corporation shall be entitled to an injunction
restraining Executive from disclosing and/or using, in while
or in part, such Protected Information. Nothing contained
herein shall be construed as prohibiting the Corporation from
pursuing any other remedy for such breach or threatened
breach, including the recovery of damages from Executive.
4.4 The provisions of this section shall survive any termination
of Executive's employment.
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5. NON-COMPETITION
5.1 During the term of his employment with the Corporation, and
for a period of two years immediately following the
termination of his employment for any reason whatsoever, or,
if Executive's employment with the Corporation has been for a
shorter period than two years, for a time period equal to
Executive's employment period with the Corporation (such two
year or shorter employment period being hereinafter referred
to as the "Restrictive Period"), Executive will not either
directly or indirectly be connected with the management,
operation or control of any Conflicting Organization (as
defined in Section 5.1.1) doing business within the United
States.
5.1.1 "Conflicting Organization" means any person or organization
which is engaged in or is about to become engaged in research
on or the development, production, marketing or sale of any
Conflicting Product or Service. "Conflicting Product or
Service" means any product or service of any person or
organization which is the same as or similar to or improves
upon a product or service of the Corporation about which
Executive acquired Protected Information as a result of
employment by the Corporation.
5.2 During the term of his employment with the Corporation and
during the Restrictive Period, Executive's obligations under
subsection 5.1 shall specifically include but not be limited
to the agreement by Executive not, either directly or
indirectly, to call on or solicit, or to attempt to call on or
solicit, in any manner which could have the effect of taking
away, or attempting to take away, any of the customers of the
Corporation with
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whom he became acquainted during his employment with the Corporation,
either for himself or for any other person, firm, corporation or other
entity. The term "customer" shall include, but not be limited to, both
existing and prospective customer during the term of Executive's
employment.
5.3 During the term of his employment with the Corporation and for a two
year period following Executive's termination of his employment with
the Corporation, Executive shall not, either directly or indirectly,
enter into an agreement with, or solicit or offer employment to,
employees of the Corporation for the purpose of causing them to leave
the employment of the Corporation, provided however that if employees
of the Corporation respond to advertisements placed by Executive
directly or indirectly, Executive shall not be in violation of this
section 5.
5.4 The provisions of this Section 5 shall survive any termination of this
Agreement, Executive acknowledges that a breach of the terms of this
Section 5 will cause immediate and irreparable harm to the Corporation,
and money damages may not be sufficient to compensate the Corporation
for a breach. In the event of a breach or threatened breach of the
provisions of this Section 5, the Corporation shall be entitled to an
injunction restraining or mandating action by Executive to enforce the
terms hereof; and nothing contained herein shall be construed as
prohibiting the Corporation from pursuing any other remedy for such
breach or threatened breach, including the recovery of damages from
Executive.
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6. INVENTIONS/DESIGNS/IMPROVEMENTS
6.1 Executive recognizes and acknowledges that during the course of his
employment, he may either individually or jointly with others, and
either on behalf of the Corporation or on his own, discover, conceive,
make, perfect or develop inventions, improvements, discoveries,
patents, patent applications, design patents, models, prototypes, trade
secrets, computer programs, ideas, techniques, know-how and data,
technical or otherwise, that are related to or in furtherance of the
business or activities of the Corporation (hereinafter collectively
referred to as "Inventions"). Inventions which are related to or in
furtherance of the business or activities of the Corporation include
any business or activity in progress at the Corporation at the date of
or during Executive's employment with the Corporation and projects or
other operations at the Corporation planned for the future.
6.2 Executive further recognizes and agrees that any and all Inventions,
including all Invention related rights in patents, patent applications,
design patents, models, prototypes, copyrights, registrations, trade
secrets and any and all right, title and interest that he might have
therein which are developed during his employment with the Corporation,
are the sole and exclusive property of the Corporation. Executive
agrees that any participation by Executive in the design, discovery,
conception, production, perfection, development or improvement of an
invention by Executive related to or in furtherance of the business or
activities of the Corporation is work done for hire for the sole and
exclusive benefit of the Corporation; and Executive hereby assigns to
the Corporation all of his rights, title and interest in and to any and
all Inventions. Executive's
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obligations under this Section 6 apply without regard to whether the
Invention or an idea of an Invention, or the design, conception,
production, perfection, development or improvement of an Invention,
occurs on the job, at home, or elsewhere.
6.3 Executive also agrees to disclose and does hereby assign to the
Corporation any and all Inventions conceived, made, perfected and
developed, and any and all patent and copyright applications filed,
during the six months immediately subsequent to the termination of his
employment, whether such applications are made individually or jointly
with others, so long as those inventions and applications relate to the
subject matter of Executive's employment on behalf of the Corporation
during the one-year period immediately preceding termination of said
employment.
6.4 At the Corporation's request, from time to time, Executive shall
promptly sign and deliver all documents necessary to vest in the
Corporation all of his right, title and interest in and to such
Inventions and, at the Corporation's request and expense, shall assist
the Corporation in obtaining and defending any patents, or copyright
registrations, or any other form of protection accorded to such
Inventions in the United States or anywhere throughout the world, and
shall assign the same and any patents issued thereon or copyright or
registrations granted thereon, to the corporation.
6.5 Executive acknowledges that a breach of the terms of this Section 6
will cause immediate and irreparable harm to the Corporation, and money
damages may not be sufficient to compensate the Corporation for a
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breach. In the event of a breach or threatened breach of the provisions
of this Section 6, the Corporation shall be entitled to an injunction
restraining or mandating action by Executive to enforce the terms
hereof; and nothing contained herein shall be construed as prohibiting
the Corporation from pursuing any other remedy for such breach or
threatened breach, including the recovery of damages from Executive.
7. MISCELLANEOUS
7.1 GOVERNING LAW. The Agreement shall be subject to and governed by the
internal laws of the State of Maryland without regard to its conflict
of laws provisions, and without regard to the place of execution or
the place of performance thereof.
7.2 WAIVER. Failure to insist upon strict compliance with any provision
hereof shall not be deemed a waiver of such provision or any other
provision hereof.
7.3 AMENDMENT. This Agreement may not be modified or amended except by an
agreement in writing executed by the parties hereto.
7.4 SEVERABILITY. If any one or more of the provisions contained in this
Agreement shall, for any reason, beheld to be excessively broad as to
time, duration, geographical scope, activity, or subject, it shall be
construed by limiting and reducing it so as to be enforceable to the
extent compatible with the applicable law. If any provision of this
Agreement is contrary to any federal, state, or local statute,
ordinance, or regulation, the parties
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hereby declare that such provision shall be amended to conform to any
such statutory or regulatory provision; and the invalidity or
unenforceability of any provision hereof shall not affect the validity
or enforceability of any other provision. The remaining provisions
shall remain in full force and effect as if the Agreement had been
executed with the invalid or unenforceable provisions eliminated.
7.5 ENTIRE AGREEMENT. This Agreement, together with Exhibit A hereto,
constitutes the entire understanding between the Corporation and
Executive with respect to the subject matter hereof and supersedes any
and all previous agreements and understandings between Executive and
the Corporation concerning the subject matter hereof.
7.6 NON-DISCLOSURE. Executive shall not disclose or confirm to any third
party the existence of, or any material term contained in, this
Agreement (other than disclosure and discussion with legal counsel,
accountants, Executive's immediate family or such other professional,
governmental unit or court as is reasonably deemed necessary by
Executive, which is permitted); and any such non permitted disclosure,
if due to the Executive's actual willful act or gross negligence, shall
subject the Executive to termination for cause pursuant to Section
1.4.2 above.
7.7 COUNTERPARTS. This Employment Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This
Employment Agreement shall become effective upon the execution of
counterpart hereof by each of the parties hereto.
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8. NO ASSIGNMENT
Executive may not assign his rights and/or obligations hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
FOR:
OPTICAL TECHNOLOGY GROUP, INC.
("Corporation"),
by: /s/ XXXXXXX X. XXX
------------------------------------
Xxxxxxx X. Xxx, President
by: /s/ XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx ("Executive")
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APPENDIX "A" TO EXECUTIVE EMPLOYMENT AGREEMENT
Reasons for Termination with Cause
1. Misappropriation of Corporation funds
2. Embezzlement of Corporation funds
3. Soliciting of a customer's business for personal or personally
competitive gain.
4. Use or sale of illegal drugs in the work place.
5. Physical/mental/sexual abuse of any employee of the Corporation
6. Theft or destruction of Corporation property
7. Conviction of criminal activity in the workplace
8. Flagrant violation of written Corporation procedures/policies.
9. Providing professional services to a competitor while in the employ
of the Corporation without the Corporation's knowledge.
10. Use of Corporation information for material personal gain
11. Breach of any covenant or obligation contained in Section 6 of the
Agreement.
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AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT MADE AS OF
MAY 28,1998, BY AND BETWEEN OPTICAL TECHNOLOGY GROUP,
INC. D/B/A OTG SOFTWARE AND XXXXXX X. XXXXXX
(THE "EMPLOYMENT AGREEMENT - AMENDMENT 1").
Whereas, the Corporation and Executive desire to amend the Employment Agreement
pertaining to the employment of the Executive by the Corporation, Corporation
and Executive hereby agree that:
1. Effective January 1, 1999, Section 2.1 of the Employment Agreement shall
be amended such that Executive's Base Salary shall be $187,000 per annum,
instead of $165,000.
2. Effective January 1, 1999, Section 2.2 of the Employment Agreement shall be
amended such that Executive's Bonus shall be 30% of Base Salary, instead of
25% of Base Salary.
3. Corporation and Executive acknowledge that Corporation has charged its name
to "Online Technologies Group, Inc.". All other terms and conditions of the
Employment Agreement shall remain in effect as provided for in the
Employment Agreement.
In Witness whereof, the parties have executed this amendment as of September
15, 1999.
For: Optical Technology Group Inc. ("Corporation") by:
/s/ XXXXXXX X. XXX
------------------------------------------------
Xxxxxxx X. Xxx, President
Executive, Xxxxxx X. Xxxxxx, by:
/s/ XXXXXX X. XXXXXX
------------------------------------------------
Xxxxxx X. Xxxxxx
20
Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
December 23, 1999
OTG Software, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Employment Agreement dated May 28, 1998
Gentlemen:
Reference is made hereby to the Employment Agreement dated May 28, 1998
(the "Agreement") between the undersigned Xxxxxx X. Xxxxxx ("Executive") and
Optical Technology Group, Inc. d/b/a OTG Software, now known as OTG Software,
Inc. (the "Company"). The second sentence of Section 2.3 of the Agreement
provides to the Executive certain rights to be granted additional options to
purchase stock of the Company under circumstances specified therein (the
"Antidilution Rights"). In order to facilitate an initial public offering of
the common stock of the Company, which the executive acknowledges will increase
the value of his existing stock options, and for other good and valuable
consideration, the Executive hereby (a) acknowledges that no events have
occurred as of the date of this letter that have triggered or would trigger his
Antidilution Rights, (b) agrees that the Antidilution Rights do not apply to
and are not triggered by a registered initial public offering of common stock
by the Company (an "IPO") and (c) agrees that the Antidilution Rights will
terminate upon the closing of an IPO.
Except as modified hereby, the Agreement is hereby confirmed to be in full
force and effect. Please indicate your agreement to the modifications of the
Agreement set forth above by signing the enclosed copy of this letter and
returning it to the undersigned.
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
AGREED:
OTG SOFTWARE, INC.
By: /s/ Xxxxxxx Xxx
---------------------------
Name:
Title:
Date: 12/23/93
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