EX-10.3 3 h52601exv10w3.htm EMPLOYMENT AGREEMENT AND NONDISCLOSURE AND NONCOMPETITION AGREEMENT - DIRK J. WILD

EX-10.3 3 h52601exv10w3.htm EMPLOYMENT AGREEMENT AND NONDISCLOSURE AND NONCOMPETITION AGREEMENT - XXXX X. WILD

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into effective as of October 10, 2007 (the “Effective Date”), by and between The Xxxx Group Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter referred to as, the “Company”), and Xxxx X. Wild (“Employee”). The Company and Employee shall hereinafter be referred to collectively as the “Parties”. WHEREAS, the Company employs Employee and desires to continue such employment relationship. and Employee desires to continue such employment relationship. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Employment. The Company hereby continues its employment of Employee, and Employee hereby accepts continued employment by the Company, on the terms and conditions set forth in this Agreement. 2. Term of Employment. Subject to the provisions for earlier termination provided in this Agreement, the term of this Agreement (the “Term”) shall be two years commencing on the Effective Date. 3. Employee’s Duties. (a) During the Term, Employee shall serve as Vice President & Chief Accounting Officer of the Company, or such other similar financial position(s) as the Chief Financial Officer of the Company may determine from time to time, with such duties and responsibilities as may from time to time be

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assigned to him by the Board of Directors of the Company (the “Board”), the Chief Executive Officer or the Chief Financial Officer of the Company, provided that such duties are consistent with the customary duties of such position(s). (b) Employee agrees to devote Employee’s full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently Employee’s duties and responsibilities. Employee shall not, either directly or indirectly, enter into any business or employment with or for any Person (defined below) other than the Company during the Term; provided, however, that Employee shall not be prohibited from making financial investments in any other company or business or from serving on the board of directors of any other company, subject in each case to the provisions set forth in the Nonsolicitation and Noncompete Agreement (defined below) and the Company’s Code of Conduct or similar guidelines. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation, limited or general partnership, limited liability company, joint venture, association, trust or other entity or organization, whether or not a legal entity. Employee shall at all times observe and comply with all lawful directions and instructions of the Board. 4. Compensation. (a) Base Compensation. For services rendered by Employee under this Agreement, the Company shall pay to Employee a base salary (“Base Compensation”) of $335,000 per annum, payable in accordance with the Company’s customary pay periods and subject to customary withholdings. The amount of Base Compensation will be subject to review by the Board on an annual

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basis as of the close of each fiscal year of the Company and may be increased as the Board may deem appropriate. In the event the Board deems it appropriate to increase Employee’s annual base salary, said increased amount shall thereafter be the Base Compensation for the purposes of this Agreement. Employee’s Base Compensation, as increased from time to time, may not be decreased unless agreed to by Employee. Nothing contained herein shall prevent the Board from paying additional compensation to Employee in the form of bonuses or otherwise during the Term. (b) Annual Bonus. During the Term, Employee will be eligible to participate in the Company’s discretionary management incentive program as established by the Board (as the same may be amended from time to time), with an annual performance bonus range of 0% — 200% of Employee’s bonus target (the “Bonus Target”), which Bonus Target shall initially be an amount equal to 50% of Employee’s Base Compensation. The Bonus Target may be adjusted annually. Annual bonus payments will be subject to customary withholdings. (c) Long Term Incentive Awards. Employee will be eligible to participate in the Company’s discretionary long term incentive plan during the course of employment with the Company, subject to the terms and conditions of the applicable plan. All stock-based awards are subject to shareholders’ approval of shares to be allocated to the Company’s long term incentive plan and granted under the strict purview of the Compensation Committee of the Board. 5. Additional Benefits. In addition to the compensation provided for in Section 4, Employee shall be entitled to the following:

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(a) Business Expenses. The Company shall, in accordance with any rules and policies that it may establish from time to time for its executive officers, reimburse Employee for business expenses reasonably incurred in the performance of Employee’s duties. It is understood that Employee is authorized to incur reasonable business expenses for promoting the business of the Company, including reasonable expenditures for travel, lodging, meals and client or business associate entertainment. Requests for reimbursement for such expenses must be accompanied by appropriate documentation. (b) Vacation. Employee shall be entitled to four weeks of vacation per year, without any loss of compensation or benefits. Employee shall be entitled to carry forward any unused vacation time. (c) General Benefits. Employee shall be entitled to participate in the various Employee benefit plans or programs provided to the Employees of the Company in general, including, without limitation, health (including ExecuCare), dental, disability, 401k, accident and life insurance plans. Benefits are subject to the eligibility requirements with respect to each of such benefit plans or programs, and such other benefits or perquisites as may be approved by the Board during the Term. Nothing in this Section 5(c) shall be deemed to prohibit the Company from making any changes in any of the plans, programs or benefits described in this Section 5(c), provided the change similarly affects all executive officers of the Company that are similarly situated. 6. Confidentiality; Nonsolicitation and Noncompete.

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(a) Employee hereby acknowledges that the Company possesses certain Confidential Information (defined below) that is peculiar to the businesses in which the Company is or may be engaged. Employee hereby affirms that such Confidential Information is the exclusive property of the Company and that the Company has proprietary interests in such Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean any and all information of any nature and in any form that at the time or times concerned is not generally known to Persons (other than the Company) that are engaged in businesses similar to that conducted or contemplated by the Company (other than by the act or acts of an employee not authorized by the Company to disclose such information) which may include, without limitation, the Company’s existing and contemplated products and services; the Company’s purchasing, accounting, marketing and merchandising methods or practices; the Company’s development data, theories of application and/or methodologies; the Company’s customer/client contact and/or supplier information files; the Company’s existing and contemplated policies and/or business strategy; any and all samples and/or materials submitted to Employee by the Company; and any and all directly and indirectly related records, documents, specifications, data and other information with respect thereto. Employee further acknowledges by signing this Agreement that the Company has expended much time, cost and difficulty in developing and maintaining the Company’s customers. (b) Employee shall (i) use the Confidential Information solely for the purpose of performing Employee’s duties on behalf of the Company and for no other purpose whatsoever, (ii) not, directly or indirectly, at any time during or after

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Employee’s employment by the Company, disclose Confidential Information to any other Person (except to the Company’s officers in connection with Employee’s duties on behalf of the Company) or use or otherwise exploit Confidential Information to the detriment of the Company, and (iii) not lecture on or publish articles with respect to Confidential Information. In the event of a breach or threatened breach of the provisions of this Section 6(b), the Company shall be entitled, in addition to any other remedies available to the Company, to an injunction restraining Employee from disclosing such Confidential Information. (c) Upon termination of employment of Employee for whatever reason, Employee shall surrender to the Company any and all documents, manuals, correspondence, reports, records and similar items then or thereafter coming into the possession of Employee that contain any Confidential Information; provided, however, that the Company will provide Employee reasonable access to such Confidential Information to the extent required by Employee in connection with the defense of any cause of action, dispute, proceeding or investigation made or initiated against Employee by any Person other than the Company related to the employment of Employee by the Company or the performance by Employee of its duties in the course of such employement. (d) Employee agrees that, as part of the consideration for this Agreement and as an integral part hereof, Employee has executed, delivered and agreed to be bound by the Nonsolicitation and Noncompete Agreement attached hereto as Exhibit A, as well as any subsequent addenda thereto. 7. Termination.

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(a) This Agreement may be terminated prior to the end of the Term as set forth below: (i) Resignation (other than for Good Reason). Employee may resign, including by reason of retirement, Employee’s position at any time by providing written notice of resignation to the Company. In the event of such resignation (except in the case of resignation for Good Reason (defined below)), this Agreement shall terminate, and Employee shall not be entitled to further compensation pursuant to this Agreement other than the payment of any Base Compensation and other benefits (e.g., vacation, unreimbursed business expenses, etc.) accrued and unpaid as of the date of Employee’s resignation and the retention of Long Term Incentives (defined below) (if any) that have vested or become exercisable on or before the date of such resignation in accordance with the plans governing such Long Term Incentives (which Long Term Incentives remain subject to, and must thereafter be exercised in accordance with, the plans governing such Long Term Incentives). (ii) Death. If Employee’s employment is terminated due to Employee’s death, any Base Compensation and other benefits (e.g., vacation, unreimbursed business expenses, etc.) accrued and unpaid as of the date of Employee’s death and other benefits payable pursuant to the Company’s benefit plans will be paid to Employee’s surviving spouse or estate, and one year of paid group health and dental insurance benefits shall be provided by the Company to Employee’s surviving spouse and minor children. Employee shall also become immediately and totally vested

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in any and all option shares, restricted shares or units or other similar awards granted to Employee by the Company under any long term incentive plan duly adopted by the Board (“Long Term Incentives”) prior to the Date of Termination (which Long Term Incentives remain subject to, and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives). After said payments, provision of insurance benefits and vesting of Long Term Incentives, this Agreement shall terminate, and the Company shall have no obligations to Employee or Employee’s legal representatives with respect to this Agreement. (iii) Discharge. (A) The Company may terminate Employee’s employment for any reason at any time upon written notice delivered to Employee. (B) In the event that Employee’s employment is terminated by the Company for any reason other than Employee’s Misconduct or Disability (both as defined below), the following shall occur: (1) the Company shall pay to Employee, pro rata over the next 24 months in accordance with the Company’s customary pay periods and subject to customary withholdings, an amount equal to the product of (x) the sum of (I) Employee’s Base Compensation as in effect immediately prior to the Date of Termination, plus (II) the highest single

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bonus paid by the Company to Employee in the two fiscal years prior to the Date of Termination, multiplied by (y) 2.0; (2) for 18 months, the Company, at its sole cost, shall provide (or arrange to provide) to Employee (and, as applicable, Employee’s dependents) dental, disability, accident and life insurance, and group health insurance benefits (including ExecuCare) (collectively, “Welfare Benefits”) substantially similar to those that Employee (and Employee’s dependents) were receiving immediately prior to the Date of Termination; provided, however, that the Welfare Benefits otherwise receivable by Employee pursuant to this clause (2) shall be reduced to the extent comparable Welfare Benefits are actually received by Employee (and/or Employee’s dependents) during such period under any other employer’s welfare plan(s) or program(s), with Employee being obligated to promptly disclose to the Company any such comparable Welfare Benefits; and (3) Employee shall become immediately and totally vested in any and all Long Term Incentives granted to Employee by Company prior to the Date of Termination (which Long Term Incentives remain subject to, and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives).

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(C) Notwithstanding anything to the contrary in this Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the the Date of Termination. For the purposes of this Agreement, the term “Misconduct” shall mean: (1) (A) any willful breach or habitual neglect of duty by Employee or (B) Employee’s material and continued failure to substantially perform Employee’s duties with the Company (other than any such failure resulting from Employee’s incapacity due to a Disability) (i) in a professional manner and (ii) in a manner that is reasonably expected as appropriate for the position, in the case of either (A) or (B), which breach, neglect or failure is not cured by Employee within 30 days from receipt by Employee of written notice from the Company that specifies the alleged breach, neglect or failure; (2) the misappropriation or attempted misappropriation by Employee of a material business opportunity of the Company, including an attempt to secure any personal profit in connection with entering into any transaction on behalf of the Company;

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(3) the intentional misappropriation or attempted misappropriation by Employee of any of the Company’s funds or property; (4) the violation by Employee of the Company’s Code of Corporate Conduct or Fraud Policy; or (5) (A) the commission by Employee of a felony offense or a misdemeanor offense involving violent or dishonest behavior or (B) Employee engaging in any other conduct involving fraud or dishonesty. (D) Disability. If Employee shall have been absent from the full-time performance of Employee’s duties with the Company for 120 consecutive calendar days as a result of Employee’s incapacity due to a Disability, Employee’s employment may be terminated by the Company. For the purposes of this Agreement, a “Disability” shall exist if: (1) Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be reasonably expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (2) Employee is, by reason of any medically determinable physical or mental impairment that can be reasonably expected to result in death or can be expected to last for a continuous period of not less than 12 months,

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receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. If Employee is terminated pursuant to this Section 7(a)(iii)(D), Employee shall not be entitled to further compensation pursuant to this Agreement, except that Employee shall (1) be paid monthly (but only for up to a 12 month period beginning with the Date of Termination) the amount by which Employee’s monthly Base Compensation exceeds the monthly benefit received by Employee pursuant to any disability insurance covering Employee, (2) continue to receive paid Welfare Benefits for Employee and Employee’s dependents for the 12 month period beginning with the Date of Termination, and (3) become immediately and totally vested in any and all Long Term Incentives granted to Employee by Company prior to the Date of Termination (which Long Term Incentives remain subject to, and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives). (iv) Resignation for Good Reason. Employee shall be entitled to terminate Employee’s employment for Good Reason (as defined herein). If Employee terminates employment for Good Reason, Employee shall be entitled to the compensation and Welfare Benefits provided in Section 7(a)(iii)(B). For the purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the following circumstances without Employee’s express written consent unless such breach or circumstance is

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fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (A) any material diminution of Employee’s duties or responsibilities (other than in connection with the termination of Employee for Misconduct or Disability in accordance with the terms of this Agreement); (B) the failure by the Company to continue to provide Employee with benefits substantially similar to those enjoyed by other executive officers who have entered into similar employment agreements with Employer under any of the Company’s medical, health, accident, life insurance and/or disability plans in which Employee was participating immediately prior to such time; (C) any material change in the geographic location at which Employee must perform its services under this Agreement; or (D) any other material breach by the Company of its obligations under this Agreement without Employee’s express written consent, which breach is not cured by the Company within 30 days from receipt by the Company of written notice from Employee that specifies the alleged breach. (v) Resignation for Corporate Change. Employee shall be entitled to terminate Employee’s employment for a Corporate Change (as defined herein), but only if Employee gives notice of Employee’s intent to terminate employment within 90 days following the effective date of such Corporate Change. If Employee terminates employment for a Corporate

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Change, Employee shall be entitled to the compensation and benefits provided in Section 7(a)(iii)(B). For the purposes of this Agreement, a “Corporate Change” shall occur if: (A) any “person” (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act but excluding any 10% or larger shareholder of record of the Company as of the Effective Date), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of the Compay representing 50% or more of the combined voting power of the Company’s then oustanding securities that are entitled to vote with respect to the election of the Board; or (B) as a result of or in connection with a contested election, the members of the Board as of the Effective Date shall cease to constitute a majority of the Board. For the purposes of this Section, the term “contested” shall not include election by a majority of the current Board. (b) Notice of Termination. Any purported termination of Employee’s employment by the Company under Section 7(a)(iii)(C) or (D), or by Employee under Section 7(a)(i), (iv) or (v), shall be communicated by written Notice of Termination (defined below) to the other Party in accordance with Section 10. For the purposes of this Agreement, the term “Notice of Termination” shall mean a notice that (i) in the case of termination by the Company, shall set forth in

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reasonable detail the reason for such termination of Employee’s employment and the Date of Termination, or (ii) in the case of resignation by Employee, shall specify in reasonable detail the basis for such resignation and the Date of Termination. A Notice of Termination validly given by Employee pursuant to Section 7(a)(iv) shall be effective even if given after the receipt by Employee of notice that the Board has set a meeting to consider terminating Employee for Misconduct. Any purported termination for which a Notice of Termination is required that is not effected pursuant to this Section 7(b) shall not be effective. (c) Date of Termination, Etc. The “Date of Termination” shall mean the date specified in the Notice of Termination, provided that the Date of Termination shall be at least 15 calendar days following the date the Notice of Termination is given. Notwithstanding the foregoing, in the event that Employee is terminated for Misconduct, the Company may refuse to allow Employee access to the Company’s offices (other than to allow Employee to collect Employee’s personal belongings under the Company’s supervision) prior to the Date of Termination. (d) Mitigation. Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by Employee as a result of employment by another employer, except as otherwise expressly set forth herein and except that any severance amounts payable to Employee pursuant to the Company’s severance plan or policy for employees in general shall reduce the amount otherwise payable pursuant to Section 7(a)(iii)(B).

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(e) Excess Parachute Payments. Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit received or to be received by Employee hereunder in connection with the termination of Employee’s employment would, as determined by tax counsel selected by the Company, constitute an “Excess Parachute Payment” (as defined in Section 280G of the Internal Revenue Code), the Company shall fully “gross up” such payment so that Employee is in the same “net” after tax position he would have been if such payment and gross up payments had not constituted Excess Parachute Payments. 8. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Employee’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company and for which Employee may qualify, nor shall anything herein limit or otherwise adversely affect such rights as Employee may have under any Long Term Incentives granted by the Company. 9. Assignability. The obligations of Employee hereunder are personal and may not be assigned or delegated by Employee or transferred in any manner whatsoever, nor are such obligations subject to involuntary alienation, assignment or transfer. The Company shall have the right to assign this Agreement and to delegate all rights, duties and obligations hereunder, either in whole or in part, to any parent, affiliate, successor or subsidiary of the Company, so long as the obligations of the Company under this Agreement remain the obligations of the Company. 10. Notice. For the purposes of this Agreement, all notices and other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by Federal Express or similar

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courier addressed (a) to the Company, at its principal office address, directed to the attention of the Board with a copy to the Corporate Secretary of the Company, and (b) to Employee, at Employee’s residence address on the records of the Company, or to such other address as either Party may have furnished to the other in writing in accordance herewith except that notice of change of address shall be effective only upon receipt. 11. Severability. In the event that one or more of the provisions set forth in this Agreement shall for any reason be held to be invalid, illegal, overly broad or unenforceable, the same shall not affect the validity or enforceability of any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, overly broad or unenforceable provisions had never been contained therein; provided, however, that no provision shall be severed if it is clearly apparent under the circumstances that the Parties would not have entered into the Agreement without such provision. 12. Successors; Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or the assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall constitute Good Reason under Section 7(a)(iv); provided that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used

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herein, the term “Company” shall include any successor to all or substantially all of its business and/or assets as aforesaid that executes and delivers the Agreement provided for in this Section 12 or that otherwise becomes bound by all terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 13. Miscellaneous. (a) No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such officer as may be specifically authorized by the Board. (b) No waiver by either Party at any time of any breach by the other Party of, or in compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. (c) Together with the Nonsolicitation and Noncompete Agreement, this Agreement is an integration of the Parties’ agreement; no agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either Party, except those which are set forth expressly in this Agreement.

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(d) THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA. 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 15. Arbitration. (a) Employee and the Company agree that any dispute regarding the covenants herein and/or the validity of this Agreement and its addenda, if any, shall be resolved through arbitration. Employee and the Company hereby expressly acknowledge that Employee’s position in the Company and the Company’s business have a substantial impact on interstate commerce and that Employee’s development and involvement with the Company and the Company’s business have a national and international territorial scope commercially. Any arbitration-related matter or arbitration proceeding of a dispute regarding the covenants herein and/or the validity of this Agreement and its addenda shall be governed, heard, and decided under the provisions and the authority of the Federal Arbitration Act, 9 U.S.C.A. §1, et seq., and shall be submitted for arbitration to the office of the American Arbitration Association (“AAA”) in New Orleans, Louisiana, on demand of either Party. (b) Such arbitration proceedings shall be conducted in New Orleans, Louisiana, and shall be conducted in accordance with the then-current Employment Arbitration Rules and Mediation Procedures of the AAA. Each Party shall have the right to be represented by counsel or other designated

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representatives. The Parties shall negotiate in good faith to appoint a mutually acceptable arbitrator; provided, however, that, in the event that the Parties are unable to agree upon an arbitrator within 30 days after the commencement of the arbitration proceedings, the AAA shall appoint the arbitrator. The arbitrator shall have the right to award or include in his or her award any relief that he or she deems proper under the circumstances, including, without limitation, all types of relief that could be awarded by a court of law, such as money damages (with interest on unpaid amounts from the date due), specific performance and injunctive relief. The arbitrator shall issue a written opinion explaining the reasons for his or her decision and award. The award and decision of the arbitrator shall be conclusive and binding upon both Parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Parties acknowledge and agree that any arbitration award may be enforced against either or both of them in a court of competent jurisdiction, and each waives any right to contest the validity or enforceability of such award. The Parties further agree to be bound by the provisions of any statute of limitations that would be otherwise applicable to the controversy, dispute, or claim that is the subject of any arbitration proceeding initiated hereunder. Without limiting the foregoing, the Parties shall be entitled in any such arbitration proceeding to the entry of an order by a court of competent jurisdiction pursuant to a decision of the arbitrator for specific performance of any of the requirements of this Agreement. The provisions of this Section 15 shall survive and continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement for any reason. Employee and the Company acknowledge and agree that any and all rights they

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may have to resolve their claims by a jury trial are hereby expressly waived. The provisions of this Section 15 do not preclude Employee from filing a complaint with any federal, state, or other governmental administrative agency, if applicable.

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IN WITNESS WHEREOF, the Parties have executed this Agreement on October 31, 2007, effective for all purposes as of the Effective Date.


	THE XXXX GROUP INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		General Counsel and Corporate Secretary

EMPLOYEE /s/ Xxxx X. Wild Xxxx X. Wild

THE XXXX GROUP INC. NONSOLICITATION AND NONCOMPETE AGREEMENT This Nonsolicitation and Noncompete Agreement (“Agreement”) is made and entered into as of October 10, 2007, between The Xxxx Group Inc. (together with its affiliated companies (as set forth in Exhibit A), the “Company”) and Xxxx X. Wild (“Executive”). The Company and Executive shall hereinafter be referred to collectively as the “Parties”. RECITALS 1. The Company and Employee are parties to that certain Employment Agreement dated effective of even date herewith (the “Employment Agreement”), pursuant to which the Company and Employee have agreed to the continued employment of Executive with the Company, during which employment Executive shall perform those duties set forth in the Employment Agreement as well as any other duties requested of him; 2. As part of Executive’s duties and responsibilities, Executive will have access to confidential information of the Company and, by virtue of his employment with the Company, will have direct contact with and will establish personal relationships with various customers of the Company; and 3. The Company and Executive recognize the Company’s need to protect the Company’s confidential and proprietary interest in the Company’s business, business relationships, and the work product produced by Executive on behalf of the Company in the course of Executive’s employment; and 4. As consideration, in part, for the Employment Agreement, Executive and the Company enter into this Agreement. NOW, THEREFORE, Executive and the Company agree as follows: AGREEMENT Section 1. Company Property. All personal property and equipment furnished to or prepared by Executive in the course of or incident to Executive’s employment belong to the Company and shall be promptly returned to the Company upon termination of Executive’s employment or at such other time as the Company may request. Personal property includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, electronic files, and all other proprietary information relating to the business of the Company and/or its affiliates. Following termination of employment, Executive will not retain any written or other tangible material containing any proprietary information of the Company. Section 2. Non-Solicitation. At all times during Executive’s employment and for the Applicable Period (as defined below) thereafter, Executive will not, directly or indirectly, either on Executive’s own account or jointly with or as a manager, agent, officer, employee,

consultant, independent contractor, partner, joint venturer, owner, financier, shareholder, or otherwise on behalf of any other person, firm, or corporation, offer employment to, solicit, or attempt to solicit away from the Company or its affiliates any of their officers or employees or offer employment to any person who, during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Company or any of its affiliates. For the purposes of this Agreement, the term “Applicable Period” shall mean (a) if, prior to expiration of the Term (as defined in the Employment Agreement), Executive resigns from employment or the Company terminates Executive’s employment for Disability or Misconduct (as each such term is defined in the Employment Agreement), the period ending two years from the Date of Termination (as defined in the Employment Agreement), and (b) if (i) the Employment Agreement terminates upon expiration of the Term or (ii) the Company terminates Executive’s employment for a reason other than Disability or Misconduct, the period ending on such termination date. Section 3. Covenant Not to Compete. As a condition of employment and in consideration of the terms of the Employment Agreement pursuant to which this is being executed, Executive acknowledges and agrees to the following: (a) Executive acknowledges that he is intimately involved in the management of the Company, its expansion, and its acquisition or creation of the affiliated companies, as set forth in Exhibit A. Executive acknowledges and agrees that the business of the Company is providing engineering, construction, procurement, maintenance, environmental and infrastructure services,1 and pipe fabrication services, as more fully set forth on the Company’s Form 10-K dated October 31, 2006 (the “Form 10-K”). (b) Based on Executive’s high level in management of the Company and based on the knowledge, information, and experience that the Executive has gained and will gain through his management position in the Company and Executive’s ability to build a competing company engaging in some or all of the services provided by the Company, Executive acknowledges that the scope of this Agreement should be broad, both geographically and in the scope of conduct prohibited. (c) Executive acknowledges that the Company now conducts business and provides services throughout the United States to federal agencies, federally-owned


1		Environmental and infrastructure services include the delivery of environmental restoration, regulatory compliance, facilities management, emergency response, and design and construction services, environmental consulting, engineering and construction services to private-sector and state and local government customers. These environmental services include complete life cycle management, construction management, Operation and Maintenance (O&M) services, and environmental services including emergency response and high hazard and toxic waste cleanups and on-site remedial activities site selection, permitting, design, build, operation, decontamination, demolition, remediation and redevelopment, identification of contaminants in soil, air and water and the subsequent design and execution of remedial solutions, project and facilities management and other related services for non-environmental construction, watershed restoration, emergency response services and outsourcing of privatization markets. These Infrastructure services include program management, operations and maintenance solutions to support and enhance domestic and global land, water and air transportation systems, and commercial port and marine facilities.

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facilities or federally-controlled political subdivisions, state and local governments and political subdivisions, and domestic and non-domestic commercial customers. Executive acknowledges that as of the date of this Agreement, the Company delivers services through a network of over 180 locations, including approximately 22 international locations and approximately 22 fabrication and manufacturing facilities. Executive acknowledges and agrees that at the time of signing this agreement, the Company conducts business in the geographic territory (the “Restricted Area”) set forth in Exhibit B. Executive agrees that the Company may periodically revise the Restricted Area to reflect any changes in the geographic territory in which the Company is conducting business. Executive agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this agreement which update the Restricted Area to reflect geographic territories in which the Company conducts its business. Executive agrees that the Company may periodically revise the description of the business of the Company to reflect changes in the Company’s business. Executive also agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this Agreement which update the description of the business of the Company to coincide with the description of the business of the Company as set forth in the Company’s current Form 10-K. (d) Executive agrees that at all times during Executive’s employment with the Company and for the Applicable Period thereafter, Executive shall not, directly or indirectly, whether personally or through agents, associates, or co-workers, whether individually or in connection with any corporation, partnership, or other business entity, and whether as an employee, owner, partner, financier, joint venturer, shareholder, officer, manager, agent, independent contractor, consultant, or otherwise, establish, carry on, or engage in a business similar to that of the Company or any of its affiliates, in the Restricted Area, as defined in Exhibit B, attached. This prohibition includes, without limitation, that Executive will not perform the following in the Restricted Area: (i) Solicit or provide, directly or indirectly, engineering, construction, procurement, maintenance, Environmental, and pipe fabrication services, or any of these, to any persons or entities who are or were customers of the Company or any of its affiliates at any time prior to Executive’s separation from employment; (ii) Establish, own, become employed with, consult on business matters with, or participate in any way in a business engaged in engineering, construction, procurement maintenance, Environmental, and pipe fabrication services, or any of these, except to the extent that the Company or any of its affiliates do not provide the same type of services as such business provides; and (iii) Provide consulting services for, invest in, become employed by, or otherwise become associated from a business perspective with competitors of the Company or any of its affiliates, including but not limited to Xxxxxx Engineering Group Inc.; Fluor Corporation; URS Corporation; Halliburton; Xxxxxx Industries Group, L.L.C.; Xxxxxxx Group, Inc.; KBR, Inc.; Chicago Bridge & Iron Company N.V.; CH2M Hill; Black & Xxxxxx Corporation; Xxxxxx Xxxxxxx Ltd.; and

- Page 3 of 6 -

Washington Group International, Inc., or any of their respective subsidiaries, parent companies, affiliates, or successors. This prohibition does not prohibit Executive from engaging in a business solely within an area or areas not contained in the Restricted Area, so long as that business does not provide in the Restricted Area the same or similar services or conduct the same or similar business as the Company or its affiliates. (e) Executive acknowledges that the business of the Company is extremely competitive in nature, that the remedy at law for any breach of this covenant will be inadequate, and that in the event of a breach the Company shall be entitled to injunctive relief and specific performance, as well as any and all other remedies at law or in equity to which the Company is entitled. Executive acknowledges that the provisions contained in this Section are reasonable and valid in all respects and are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these provisions would cause substantial injury to the Company. Section 4. Miscellaneous Provisions. (a) Employment Rights. This Agreement shall not be deemed to confer upon Executive any right to continue in the employ of the Company for any period or any right to continue employment at Executive’s present or any other rate of compensation. (b) Amendment. This Agreement may only be amended or modified in a writing executed by both the Company and Executive. No oral waivers or extensions shall be binding on the parties. (c) Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument signed by the Party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any other act other than that specifically waived. (d) Injunctive Relief and Arbitration. Executive and the Company each acknowledge that the provisions of Sections 2 and 3 are reasonable and necessary, that the damages that would be suffered as a result of a breach or threatened breach by Executive of Sections 2 and 3 may not be calculable, and that the award of a money judgment to the Company for such a breach or threatened breach thereof by Executive would be an inadequate remedy. Executive expressly consents and agrees that the Company may, in addition to any other available remedies that the Company may be entitled in law or in equity, enforce the provisions of Sections 2 and/or 3 by injunctive or other equitable relief, including a temporary and/or permanent injunction (without proving a breach thereof), to prevent unfair competition, the use and/or unauthorized disclosure of trade secrets or confidential information, and/or the unauthorized solicitation of the Company’s officers, employees, and customers. The Company shall not be obligated to post bond or other security in seeking such relief.

- Page 4 of 6 -

(e) Arbitration. (i) Executive and the Company agree that any dispute regarding the covenants herein and/or the validity of this Agreement and its addenda, if any, shall be resolved through arbitration. Given the recitals set forth in Section 3, Executive and the Company hereby expressly acknowledge that Executive’s position in the Company, and the Company’s business, have a substantial impact on interstate commerce; and further, that Executive’s development and involvement with the Company, and the Company’s business, have a national and international territorial scope commercially. Any arbitration-related matter or arbitration proceeding of a dispute regarding the covenants herein and/or the validity of this Agreement and its addenda, shall be governed, heard, and decided under the provisions and the authority of the Federal Arbitration Act, 9 U.S.C.A. §1, et seq., and shall be submitted for arbitration to the office of the American Arbitration Association in New Orleans, Louisiana, on demand of either party. (ii) Such arbitration proceedings shall be conducted in New Orleans, Louisiana, and shall be conducted in accordance with the then-current Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, with the exception that the Executive expressly waives the right to request interim measures or injunctive relief from a judicial authority. Executive acknowledges that the Company alone retains the right to seek injunctive relief from a judicial authority based on the nature of this Agreement and in furtherance of the terms of Section 4(d). Each Party shall have the right to be represented by counsel or other designated representatives. The arbitrator shall have the right to award or include in his or her award any relief that he or she deems proper under the circumstances, including, without limitation, all types of relief that could be awarded by a court of law, such as money damages, (with interest on unpaid amounts from date due), specific performance, and injunctive relief. The arbitrator shall issue a written opinion explaining the reasons for his or her decision and award. The award and decision of the arbitrator shall be conclusive and binding upon both Parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Parties acknowledge and agree that any arbitration award may be enforced against either or both of them in a court of competent jurisdiction and each waives any right to contest the validity or enforceability of such award. The Parties further agree to be bound by the provisions of any statute of limitations that would be otherwise applicable to the controversy, dispute, or claim that is the subject of any arbitration proceeding initiated hereunder. Without limiting the foregoing, the Parties shall be entitled in any such arbitration proceeding to the entry of an order by a court of competent jurisdiction pursuant to a decision of the arbitrator for specific performance of any of the requirements of this Agreement. The provisions of this Section 4(e) shall survive and continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement for any reason. Executive agrees to pay arbitration fees in an amount not to exceed the amount required to file a lawsuit in a court of law. The Company agrees to pay the remaining amount of arbitration fees. Executive and the Company acknowledge and agree that any and all rights they may have to resolve their claims by a jury trial are hereby expressly waived. The provisions of this Section 4(e) do not preclude Executive

- Page 5 of 6 -

from filing a complaint with any federal, state, or other governmental administrative agency, if applicable. (f) Governing Law. This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Louisiana. (g) Assignment. This Agreement may not be assigned by Executive, but may be assigned by the Company to any successor to its business and will inure to the benefit and be binding upon any such successor. This Agreement shall be binding upon the Parties, together with their respective executors, administrators, personal representatives, and heirs, and, in the case of the Company, permitted successors and assigns. (h) Severability. Each provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. (i) Reformation. It is the intention of the Parties that if any court or arbitrator(s) shall determine that any provision of this Agreement, including the scope, duration, or geographical limit of any provision, is unenforceable, the provision in question and this Agreement shall not be invalidated but shall be deemed reformed or amended only to the extent necessary to render the provision and Agreement valid and enforceable. (j) Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. (k) Consent. Executive acknowledges that Executive has reviewed the provisions of this Agreement carefully and has been given an opportunity to ask questions of the Company. Executive acknowledges that Executive has had ample opportunity to consult with an attorney of his choice (at his expense) prior to signing this Agreement and that Executive knowingly consents to the terms herein.

- Page 6 of 6 -

IN WITNESS WHEREOF, the Parties have executed this Agreement as of this 31st day of October, 2007.


COMPANY:		EXECUTIVE:

The Xxxx Group Inc. and its affiliates listed on Exhibit A:		/s/ Xxxx X. Wild

		Xxxx X. Wild

/s/ Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxx
General Counsel and Corporate Secretary of The Xxxx Group Inc.

EXHIBIT A THE XXXX GROUP INC.® GREATER THAN 50% OWNED SUBSIDIARIES (Updated as of October 10, 2006)

1.		ACL Piping, Inc.

2.		Xxxxx & Co Limited

3.		American Plastic Pipe and Supply, L.L.C.

4.		Arlington Avenue E Venture, LLC

5.		Associated Valve, Inc.

6.		Badger® Technologies, L.L.C.

7.		Badger® Technology Holdings, L.L.C.

8.		Benicia North Gateway II, L.L.C.

9.		X.X. Xxxx, Inc.

10.		Camden Road Venture, LLC

11.		C.B.P. Engineering Corp.

12.		Xxxxxxxx Wetlands, L.L.C.

13.		Coastal Estuary Services, L.L.C.

14.		Cojafex B.V.

15.		Eagle Industries, Inc.

16.		EDS Equipment Company, LLC

17.		EDS Puerto Rico, Inc.

18.		EMCON/OWT, Inc.

19.		Envirogen, Inc.

20.		Field Services Canada Inc.

21.		Field Services, Inc.

22.		GBB International, LLC

23.		GBB Maintenance Company, Inc.

24.		Xxxxxxxx, Xxxxxxx & Xxxxxxx, LLC

25.		Great Southwest Parkway Venture, LLC

26.		Gulf Coast Equipment Rental, Inc.

27.		XX Xxxxxxx XX, L.L.C.

28.		Holdings Manufactures Xxxx South America, C.A.

29.		Hydro Power Solutions LLC

30.		Integrated Site Solutions, L.L.C.

31.		International Consultants, L.L.C. (f/k/a SWINC Acquisition Five, L.L.C.)

32.		IT Holdings Canada, Inc.

33.		Jernee Mill Road, L.L.C.

34.		Kato Road II, L.L.C.

35.		XXX I, L.L.C.

36.		LandBank Xxxxx, L.L.C.

37.		LandBank Properties, L.L.C.

38.		LFG Specialties, L.L.C.

39.		Lone Star Fabricators, Inc.

40.		Manufactures Xxxx South America, C.A.

41.		Millstone River Wetland Services, L.L.C.

42.		MWR, Inc.

43.		Xxxxxxx Venture I, L.L.C.

44.		Nuclear Energy Holdings, L.L.C.

45.		Nuclear Technology Solutions, L.L.C.

46.		Otay Mesa Ventures II, L.L.C.

47.		Pacific Support Group LLC

48.		Pike Properties I, Inc. (Formerly, SAON Properties, Inc.)

49.		Pike Properties II, Inc. (Formerly, Secorp, Inc.)

50.		Pipework Engineering and Developments Limited

51.		Plattsburg Venture, L.L.C.

52.		Power Technologies Asia-Pacific Sdn. Bhd.

53.		Prospect Industries (Holdings), Inc.

54.		PT Stone & Xxxxxxx Indonesia

55.		Raritan Venture I, L.L.C.

56.		S C Xxxxx, L.L.C.

57.		SELS Administrative Services, L.L.C.

58.		Xxxx-ABMB, L.L.C.

59.		Xxxx A/DE, Inc.

60.		Xxxx Xxxxx Australia Pty Limited

61.		Xxxx Alaska, Inc.

62.		Xxxx Alloy Piping Products, Inc.

63.		Xxxx Americas, L.L.C.

64.		Xxxx Xxxxx Housing, L.L.C.

65.		Xxxx Beneco, Inc.

66.		Xxxx California, L.L.C.

67.		Xxxx Capital, Inc.

68.		Xxxx Capital (Nevada), Inc.

69.		Xxxx CENTCOM Services, L.L.C.

70.		Xxxx CMS, Inc.

71.		Xxxx Coastal, Inc.

72.		Xxxx Connex, Inc.

73.		Xxxx Constructors, Inc.

74.		Xxxx Xxxx Limited

75.		Xxxx E & I International Ltd.

76.		Xxxx E & I Investment Holdings, Inc.

77.		Xxxx Energy Delivery Services, Inc.

78.		Xxxx Energy Services, Inc.

79.		Xxxx Environmental, Inc.

80.		Xxxx Environmental International, Inc.

81.		Xxxx Environmental & Infrastructure, Inc.

82.		Xxxx Environmental & Infrastructure Massachusetts, Inc.

83.		Xxxx Environmental Liability Solutions, L.L.C.

84.		Xxxx Europe, Inc. (f/k/a Xxxx E & I Russia, Inc.)

85.		Xxxx Export Company, S. de X. X. de C.V.

86.		Xxxx Fabricators, Inc.

87.		Xxxx Facilities, Inc.

88.		Xxxx Field Services, Inc.

89.		Xxxx Xxxxxx Company (FCI), Inc.

90.		Xxxx Xxxxxx Power Services, Inc.

91.		Xxxx Ft. Xxxxxxx Xxxx Housing, L.L.C.

92.		Xxxx Global, L.L.C.

93.		Xxxx Global Energy Services, Inc.

94.		Xxxx Group Australia Pty Limited

95.		Xxxx Group UK Holdings

96.		Xxxx Group UK International Services Ltd.

97.		Xxxx Group UK Limited

98.		Xxxx GRP of California

99.		Xxxx Xxxxxxx Housing, L.L.C.

100.		Xxxx Heat Treating Service, C.A.

101.		Xxxx Home Louisiana, Inc.

102.		Xxxx Industrial Supply Co., Inc.

103.		Xxxx Infrastructure, Inc.

104.		Xxxx Intellectual Property Holdings, Inc.

105.		Xxxx International, Inc.

106.		Xxxx International, Ltd. (Formerly, Xxxx Caribbean (Cayman), Ltd.)

107.		Xxxx International Management Services One, Inc.

108.		Xxxx International Management Services Two, Inc.

109.		Xxxx XX Holdings, L.L.C.

110.		Xxxx Lancas, C.A.

111.		Xxxx Liquid Solutions LLC

112.		Xxxx Little Rock Housing, L.L.C.

113.		Xxxx Maintenance, Inc.

114.		Xxxx Managed Services, Inc.

115.		Xxxx Management Services One, Inc.

116.		Xxxx Manufacturing and Services, Inc.

117.		Xxxx Manpower, S. de X.X. de C.V.

118.		Xxxx Mexican Holdings, S. de X.X. de C.V.

119.		Xxxx Mexico, L.L.C.

120.		Xxxx Xxxxxx City Terminal, Inc.

121.		Xxxx NAPTech, Inc.

122.		Xxxx Northeast Housing, L.L.C.

123.		Xxxx Northwest Housing, L.L.C.

124.		Xxxx Nuclear Energy Holdings (UK), Inc.

125.		Xxxx Nuclear Energy Holdings (US), Inc.

126.		Xxxx Overseas (Far East) Ltd.

127.		Xxxx Overseas (Middle East) Ltd.

128.		Xxxx Pipe Xxxxxxx, Inc.

129.		Xxxx Pipe Supports, Inc.

130.		Xxxx Power Delivery Systems, Inc.

131.		Xxxx Power Services Group, L.L.C.

132.		Xxxx Power Services, Inc.

133.		Xxxx Power Technologies, Inc.™ (formerly Power Technologies, Inc.®)

134.		Xxxx Power Technologies International Limited™

135.		Xxxx Process and Industrial Group, Inc.

136.		Xxxx Process Fabricators, Inc.

137.		Xxxx Project Services Group, Inc.

138.		Xxxx Property Holdings, Inc.

139.		Xxxx Remediation Services, L.L.C.

140.		Xxxx-Robotic Environmental Services, L.L.C.

141.		Xxxx Services, L.L.C.

142.		Xxxx SSS Fabricators, Inc.

143.		Xxxx Stone & Xxxxxxx Arabia Co., Ltd.

144.		Xxxx Stone & Xxxxxxx Puerto Rico, Inc.

145.		Xxxx Sunland Fabricators, Inc.

146.		Xxxx Trading FSC, Ltd.

147.		Xxxx Transmission & Distribution Services, Inc. (formerly, Xxxx Management Services Six, Inc.)

148.		Xxxx Tulsa Fabricators, Inc. (f/k/a Xxxx Word Industries Fabricators, Inc.)

149.		Xxxx Waste Solutions, LLC

150.		So-Xxxx Gas Co., LLC

151.		Stone & Xxxxxxx Asia, Inc.

152.		Stone & Xxxxxxx Canada Holding One (N.S.), ULC

153.		Stone & Xxxxxxx Canada Holding Two, Inc.

154.		Stone & Xxxxxxx Canada L.P.

155.		Stone & Xxxxxxx Construction, Inc.

156.		Stone & Xxxxxxx Construction Services, L.L.C.

157.		Stone & Xxxxxxx Consultants Limited

158.		Stone & Xxxxxxx Engineering Projects Private Limited

159.		Stone & Xxxxxxx Engineering Services Sdn. Bdh.

160.		Stone & Xxxxxxx Holding One, Inc.

161.		Stone & Xxxxxxx Holding Two, Inc.

162.		Stone & Xxxxxxx, Inc.

163.		Stone & Xxxxxxx Insaat ve Muhendislik Limited Sirketi

164.		Stone & Xxxxxxx International B.V.

165.		Stone & Xxxxxxx International, Inc.

166.		Stone & Xxxxxxx International Holdings, Inc.

167.		Stone & Xxxxxxx — JSC Management Consultants, Inc.

168.		Stone & Xxxxxxx Limited

169.		Stone & Xxxxxxx Management Consultants, Inc.

170.		Stone & Webster Massachusetts, Inc.

171.		Stone & Xxxxxxx Michigan, Inc.

172.		Stone & Xxxxxxx Purchasing, Inc.

173.		Stone & Xxxxxxx Process Technologies B.V.

174.		Stone & Xxxxxxx Process Technology, Inc.

175.		Stone & Xxxxxxx Services, L.L.C.

176.		Sugar Acquisition (NVDIP), Inc.

177.		The LandBank Group, Inc.

178.		The Xxxx Group Inc. Political Action Committee, Inc.

179.		The Xxxx Group International Inc.

180.		The Xxxx Group UK Pension Plan Limited

181.		The Xxxx Group UK 1997 Pension Scheme Limited

182.		The Xxxx Group UK 2001 Pension Plan Limited

183.		Whessoe Piping Systems Limited

184.		Whippany Venture I, L.L.C.

185.		Worldwide Industrial Constructors, Inc.

XXXXXXX X XXXXXXXXXX XXXX XXXXXX

Aleutians East

Aleutians West

Anchorage

Bethel

Bristol Bay

Denali

Dillingham

Xxxxxxxxx North Star

Haines

Juneau

Kenai Peninsula

Ketchikan Gateway

Kodiak Island

Lake and Peninsula

Matanuska-Susitna

Nome

North Slope

Northwest Arctic

Prince of Wales-Outer Ketchikan

Sitka

Skagway-Hoonah-Angoon

Southeast Fairbanks

Xxxxxx-Xxxxxxx

Xxxx Xxxxxxx

Wrangell-Petersburg

Yakutat

Yukon-Koyukuk

ALABAMA

Autauga

Xxxxxxx

Barbour

Xxxx

Xxxxxx

Xxxxxxx

Xxxxxx

Xxxxxxx

Xxxxxxxx

Cherokee

Xxxxxxx

Choctaw

Xxxxxx

Xxxx

Cleburne

Coffee

Colbert

Conecuh

Coosa Xxxxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxxx Xx Xxxx Xxxxxx Escambia Etowah Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxx Houston Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx Xxx Limestone Lowndes Macon Madison Marengo Xxxxxx Xxxxxxxx Mobile Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxxx St. Clair Xxxxxx Xxxxxx Talladega Tallapoosa Tuscaloosa Walker Washington Xxxxxx Xxxxxxx ARIZONA Apache Cochise Coconino Gila Xxxxxx Xxxxxxxx Xx Xxx Maricopa Mohave Navajo Pima Pinal Santa Xxxx Yavapai Yuma

- 2 -


ARKANSAS

Arkansas

Xxxxxx

Xxxxxx

Xxxxxx

Xxxxx

Xxxxxxx

Xxxxxxx

Xxxxxxx

Chicot

Xxxxx

Xxxx

Cleburne

Cleveland

Columbia

Xxxxxx

Xxxxxxxxx

Xxxxxxxx

Xxxxxxxxxx

Cross

Xxxxxx

Xxxxx

Xxxx

Xxxxxxxx

Xxxxxxxx

Xxxxxx

Xxxxxxx

Xxxxx

Xxxxxx

Hempstead

Hot Spring

Xxxxxx

Independence

Izard

Xxxxxxx

Xxxxxxxxx

Xxxxxxx

Xxxxxxxxx

Xxxxxxxx

Xxx

Lincoln

Little River

Xxxxx

Lonoke

Madison

Xxxxxx

Xxxxxx

Mississippi

Xxxxxx

Xxxxxxxxxx

Nevada

Xxxxxx

Ouachita

Xxxxx

Xxxxxxxx

Pike

Poinsett

Polk

Xxxx

Prairie

Xxxxxxx

Xxxxxxxx

St. Xxxxxxx

Saline

- 3 -

Xxxxx

Xxxxxx

Xxxxxxxxx

Xxxxxx

Xxxxx

Union

Van Buren

Washington

White

Xxxxxxxx

Yell

CALIFORNIA

Alameda

Alpine

Xxxxxx

Butte

Calaveras

Colusa

Contra Costa

Del Norte

El Dorado

Fresno

Xxxxx

Humboldt

Imperial

Inyo

Xxxx

Kings

Lake

Lassen

Los Angeles

Madera

Marin

Mariposa

Mendocino

Merced

Modoc

Mono

Monterey

Napa

Nevada

Orange

Placer

Plumas

Riverside

Sacramento

San Xxxxxx

San Bernardino

San Diego

San Francisco

San Xxxxxxx

San Xxxx Obispo

San Mateo

Santa Xxxxxxx

Santa Xxxxx

Santa Xxxx

Xxxxxx

Sierra

Siskiyou

Xxxxxx

Sonoma

Xxxxxxxxxx

Xxxxxx

- 4 -

Tehama Trinity Tulare Tuolumne Ventura Yolo Yuba COLORADO Xxxxx Alamosa Arapahoe Xxxxxxxxx Xxxx Bent Boulder Broomfield Xxxxxxx Xxxxxxxx Clear Creek Conejos Xxxxxxxx Xxxxxxx Xxxxxx Delta Denver Xxxxxxx Xxxxxxx Eagle Xxxxxx El Paso Fremont Xxxxxxxx Xxxxxx Grand Gunnison Hinsdale Huerfano Xxxxxxx Xxxxxxxxx Kiowa Kit Carson Lake La Plata Larimer Las Animas Lincoln Logan Mesa Mineral Moffat Montezuma Montrose Xxxxxx Xxxxx Ouray Park Xxxxxxxx Pitkin Prowers Pueblo Rio Xxxxxx Rio Grande Routt Saguache San Xxxx

- 5 -

San Xxxxxx Xxxxxxxx Summit Teller Washington Weld Yuma CONNECTICUT Fairfield Hartford Litchfield Middlesex New Haven New London Tolland Xxxxxxx DISTRICT OF COLUMBIA District of Columbia DELAWARE Kent New Castle Sussex FLORIDA Alachua Xxxxx Bay

- 6 -

Xxxxxxxx Xxxxxxx Broward Xxxxxxx Xxxxxxxxx Citrus Xxxx Xxxxxxx Columbia De Xxxx Xxxxx Xxxxx Escambia Flagler Xxxxxxxx Xxxxxxx Xxxxxxxxx Glades Gulf Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Highlands Hillsborough Xxxxxx Indian River Xxxxxxx Xxxxxxxxx Lafayette Lake Lee Xxxx Xxxx Liberty Madison Manatee Xxxxxx Xxxxxx Miami-Dade Monroe Nassau Okaloosa Okeechobee Orange Osceola Palm Beach Pasco Pinellas Polk Xxxxxx St. Xxxxx St. Lucie Santa Xxxx Sarasota Seminole Sumter Suwannee Xxxxxx Union Volusia Wakulla Xxxxxx Xxxxxxxxxx GEORGIA

- 7 -

Appling Xxxxxxxx Xxxxx Xxxxx Xxxxxxx Banks Xxxxxx Xxxxxx Xxx Xxxx Berrien Xxxx Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxx Camden Xxxxxxx Xxxxxxx Catoosa Xxxxxxxx Xxxxxxx Chattahoochee Chattooga Cherokee Xxxxxx Xxxx Xxxxxxx Xxxxxx Xxxx Coffee Xxxxxxxx Columbia Xxxx Coweta Crawford Crisp Dade Xxxxxx Decatur De Xxxx Dodge Dooly Xxxxxxxxx Xxxxxxx Early Xxxxxx Effingham Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Gwinnett Habersham Hall Xxxxxxx Xxxxxxxx Xxxxxx

- 8 -

Xxxx Heard Xxxxx Xxxxxxx Xxxxx Xxxxxxx Jasper Xxxx Xxxxx Jefferson Xxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxx Liberty Lincoln Long Lowndes Xxxxxxx XxXxxxxx XxXxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Muscogee Xxxxxx Oconee Oglethorpe Paulding Peach Xxxxxxx Xxxxxx Xxxx Xxxx Pulaski Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx Rockdale Xxxxxx Xxxxxxx Seminole Spalding Xxxxxxxx Xxxxxxx Sumter Talbot Xxxxxxxxxx Tattnall Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxx Towns Treutlen Xxxxx Xxxxxx Xxxxxx Union Xxxxx Xxxxxx Xxxxxx

- 9 -

Xxxx Xxxxxx Washington Xxxxx Xxxxxxx Xxxxxxx White Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Worth HAWAII Hawaii Honolulu Kalawao Kauai Maui IOWA Xxxxx Xxxxx Allamakee Appanoose Audubon Benton Black Hawk Xxxxx Xxxxxx Xxxxxxxx Buena Vista Xxxxxx Xxxxxxx Xxxxxxx Xxxx Cedar Cerro Gordo Cherokee Chickasaw Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx Decatur Delaware Des Moines Xxxxxxxxx Xxxxxxx Xxxxx Fayette

- 10 -

Xxxxx Xxxxxxxx Fremont Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxxx Humboldt Xxx Iowa Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxx Keokuk Kossuth Xxx Xxxx Xxxxxx Xxxxx Xxxx Madison Mahaska Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx Monona Xxxxxx Xxxxxxxxxx Muscatine O’Brien Osceola Page Palo Alto Plymouth Pocahontas Polk Pottawattamie Poweshiek Ringgold Sac Xxxxx Xxxxxx Sioux Story Xxxx Xxxxxx Union Van Buren Wapello Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxx Winnebago Winneshiek Woodbury Worth Xxxxxx IDAHO

- 11 -

Xxx Xxxxx Bannock Bear Lake Benewah Xxxxxxx Xxxxxx Boise Xxxxxx Bonneville Boundary Butte Camas Canyon Caribou Xxxxxx Xxxxx Clearwater Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxx Gem Xxxxxxx Idaho Xxxxxxxxx Xxxxxx Kootenai Latah Lemhi Xxxxx Xxxxxxx Madison Minidoka Nez Perce Oneida Owyhee Payette Power Shoshone Teton Twin Falls Valley Washington ILLINOIS Xxxxx Xxxxxxxxx Bond Xxxxx Xxxxx Bureau Xxxxxxx Xxxxxxx Cass Champaign Xxxxxxxxx Xxxxx Xxxx Xxxxxxx Xxxxx

- 12 -

Cook Crawford Cumberland DeKalb De Xxxx Xxxxxxx DuPage Xxxxx Xxxxxxx Effingham Fayette Ford Xxxxxxxx Xxxxxx Gallatin Xxxxxx Grundy Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx Iroquois Xxxxxxx Xxxxxx Xxxxxxxxx Jersey Xx Xxxxxxx Xxxxxxx Xxxx Kankakee Xxxxxxx Xxxx Lake La Salle Xxxxxxxx Xxx Xxxxxxxxxx Xxxxx XxXxxxxxx XxXxxxx XxXxxx Xxxxx Macoupin Madison Xxxxxx Xxxxxxxx Xxxxx Massac Menard Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx Peoria Xxxxx Xxxxx Pike Xxxx Pulaski Xxxxxx Xxxxxxxx Richland Rock Island St. Clair Saline Sangamon Xxxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxxxxx Tazewell

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Union Vermilion Wabash Xxxxxx Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxxxx Will Xxxxxxxxxx Winnebago Woodford INDIANA Xxxxx Xxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxx Daviess Dearborn Decatur De Xxxx Delaware Xxxxxx Elkhart Fayette Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxx Huntington Xxxxxxx Xxxxxx Xxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Xxxx Kosciusko Lagrange Lake La Porte Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx

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Miami Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxx Ohio Orange Xxxx Xxxxx Xxxxx Xxxx Xxxxxx Xxxxx Pulaski Xxxxxx Xxxxxxxx Xxxxxx Xxxx St. Xxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx Steuben Xxxxxxxx Switzerland Tippecanoe Xxxxxx Union Xxxxxxxxxxx Xxxxxxxxxx Vigo Wabash Xxxxxx Xxxxxxx Washington Xxxxx Xxxxx White Xxxxxxx KANSAS Xxxxx Xxxxxxxx Atchison Xxxxxx Xxxxxx Bourbon Xxxxx Xxxxxx Xxxxx Chautauqua Cherokee Xxxxxxxx Xxxxx Clay Cloud Xxxxxx Comanche Xxxxxx Xxxxxxxx Decatur Xxxxxxxxx

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Doniphan Xxxxxxx Xxxxxxx Elk Xxxxx Xxxxxxxxx Xxxxxx Ford Xxxxxxxx Xxxxx Xxxx Xxxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Kearny Kingman Kiowa Labette Lane Leavenworth Lincoln Linn Xxxxx Xxxx XxXxxxxxx Xxxxxx Xxxxxxxx Xxxxx Miami Xxxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Nemaha Neosho Ness Norton Osage Xxxxxxx Ottawa Pawnee Xxxxxxxx Pottawatomie Xxxxx Xxxxxxx Xxxx Republic Rice Xxxxx Xxxxx Xxxx Xxxxxxx Saline Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx

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Xxxxxx Xxxxx Wabaunsee Xxxxxxx Xxxxxxxxxx Wichita Xxxxxx Xxxxxxx Wyandotte KENTUCKY Xxxxx Xxxxx Xxxxxxxx Xxxxxxx Barren Bath Bell Boone Bourbon Xxxx Xxxxx Xxxxxxx Breathitt Breckinridge Bullitt Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxxxx Cumberland Daviess Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Gallatin Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx

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Xxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx XxXxxxxxx XxXxxxxx XxXxxx Madison Magoffin Xxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx Ohio Xxxxxx Xxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxx Xxxxxx Pulaski Xxxxxxxxx Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx Union Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx LOUISIANA

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Acadia Xxxxx Ascension Assumption Avoyelles Xxxxxxxxxx Bienville Bossier Caddo Calcasieu Xxxxxxxx Xxxxxxx Catahoula Claiborne Concordia De Xxxx East Baton Rouge East Xxxxxxx East Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxx Iberia Iberville Xxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx Lafayette Lafourche La Salle Lincoln Xxxxxxxxxx Madison Xxxxxxxxx Natchitoches Orleans Ouachita Plaquemines Pointe Coupee Rapides Red River Richland Sabine St. Xxxxxxx St. Xxxxxxx St. Xxxxxx St. Xxxxx St. Xxxx the Baptist St. Xxxxxx St. Xxxxxx St. Xxxx St. Tammany Tangipahoa Tensas Terrebonne Union Vermilion Xxxxxx Xxxxxxxxxx Webster West Baton Rouge West Xxxxxxx Xxxx Xxxxxxxxx Xxxx

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XXXXXXXXXXXXX Xxxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx Franklin Hampden Hampshire Middlesex Nantucket Norfolk Plymouth Suffolk Worcester MARYLAND Allegany Xxxx Arundel Baltimore Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Dorchester Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxx Prince George’s Queen Anne’s St. Mary’s Somerset Talbot Washington Wicomico Worcester Baltimore City MAINE Androscoggin Aroostook Cumberland Xxxxxxxx Xxxxxxx Kennebec

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Xxxx Lincoln Oxford Penobscot Piscataquis Sagadahoc Somerset Xxxxx Xxxxxxxxxx York MICHIGAN Alcona Xxxxx Allegan Alpena Antrim Arenac Xxxxxx Xxxxx Bay Xxxxxx Berrien Branch Xxxxxxx Xxxx Charlevoix Cheboygan Chippewa Xxxxx Xxxxxxx Xxxxxxxx Delta Xxxxxxxxx Xxxxx Xxxxx Genesee Gladwin Gogebic Grand Traverse Gratiot Hillsdale Houghton Huron Xxxxxx Xxxxx Iosco Iron Xxxxxxxx Xxxxxxx Kalamazoo Kalkaska Kent Keweenaw Lake Lapeer Leelanau Lenawee Xxxxxxxxxx Xxxx Mackinac Macomb Manistee

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Xxxxxxxxx Xxxxx Mecosta Menominee Midland Missaukee Monroe Montcalm Montmorency Muskegon Newaygo Oakland Oceana Ogemaw Ontonagon Osceola Oscoda Otsego Ottawa Presque Isle Roscommon Saginaw St. Clair St. Xxxxxx Sanilac Xxxxxxxxxxx Shiawassee Tuscola Van Buren Washtenaw Xxxxx Wexford MINNESOTA Aitkin Anoka Xxxxxx Xxxxxxxx Xxxxxx Big Xxxxx Blue Earth Xxxxx Xxxxxxx Xxxxxx Xxxx Chippewa Chisago Clay Clearwater Xxxx Cottonwood Crow Wing Dakota Xxxxx Xxxxxxx Faribault Fillmore Xxxxxxxx Xxxxxxx Xxxxx Hennepin Houston Xxxxxxx Isanti

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Itasca Xxxxxxx Kanabec Kandiyohi Kittson Koochiching Lac qui Parle Lake Lake of the Xxxxx Le Sueur Lincoln Lyon XxXxxx Mahnomen Xxxxxxxx Xxxxxx Xxxxxx Mille Lacs Xxxxxxxx Xxxxx Xxxxxx Nicollet Xxxxxx Xxxxxx Xxxxxxx Otter Tail Xxxxxxxxxx Pine Pipestone Polk Xxxx Xxxxxx Red Lake Redwood Renville Rice Rock Roseau St. Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxx Traverse Wabasha Wadena Waseca Washington Watonwan Xxxxxx Xxxxxx Xxxxxx Yellow Medicine MISSOURI Xxxxx Xxxxxx Xxxxxxxx Audrain Xxxxx Xxxxxx

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Xxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Camden Cape Girardeau Xxxxxxx Xxxxxx Cass Cedar Chariton Xxxxxxxxx Xxxxx Xxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxxx Dade Dallas Daviess De Xxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxxxx Gasconade Xxxxxx Xxxxxx Grundy Xxxxxxxx Xxxxx Hickory Xxxx Xxxxxx Xxxxxx Iron Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxx Laclede Lafayette Xxxxxxxx Xxxxx Lincoln Xxxx Xxxxxxxxxx XxXxxxxx Xxxxx Madison Maries Xxxxxx Xxxxxx Xxxxxx Mississippi Moniteau Xxxxxx Xxxxxxxxxx Xxxxxx New Madrid Xxxxxx Nodaway Oregon Osage Ozark Pemiscot Xxxxx Xxxxxx Xxxxxx

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Pike Platte Polk Pulaski Xxxxxx Xxxxx Xxxxxxxx Xxx Xxxxxxxx Xxxxxx St. Xxxxxxx St. Clair Ste. Xxxxxxxxx St. Francois St. Louis Saline Xxxxxxxx Scotland Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Texas Xxxxxx Xxxxxx Washington Xxxxx Xxxxxxx Worth Xxxxxx St. Xxxxx City MISSISSIPPI Xxxxx Xxxxxx Amite Attala Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Chickasaw Choctaw Claiborne Xxxxxx Xxxx Coahoma Copiah Xxxxxxxxx DeSoto Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Grenada Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx

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Xxxxxxxxx Xxxxxxxx Jackson Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxx Lafayette Xxxxx Xxxxxxxxxx Xxxxxxxx Xxxxx Xxx Xxxxxxx Lincoln Lowndes Madison Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Neshoba Xxxxxx Noxubee Oktibbeha Panola Pearl River Xxxxx Xxxx Pontotoc Xxxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxx Sunflower Tallahatchie Xxxx Tippah Tishomingo Tunica Union Xxxxxxxx Xxxxxx Washington Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx Yalobusha Yazoo MONTANA Beaverhead Big Horn Xxxxxx Xxxxxxxxxx Carbon Xxxxxx

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Cascade Chouteau Xxxxxx Xxxxxxx Xxxxxx Deer Lodge Fallon Fergus Flathead Gallatin Garfield Glacier Golden Valley Granite Hill Xxxxxxxxx Xxxxxx Basin Xxxx Xxxxx and Xxxxx Liberty Lincoln XxXxxx Madison Xxxxxxx Mineral Missoula Musselshell Park Petroleum Xxxxxxxx Pondera Powder River Xxxxxx Prairie Ravalli Richland Roosevelt Rosebud Xxxxxxx Xxxxxxxx Silver Bow Stillwater Sweet Grass Teton Toole Treasure Valley Wheatland Wibaux Yellowstone Yellowstone National Park NORTH CAROLINA Alamance Alexander Alleghany Xxxxx Xxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Brunswick Buncombe Xxxxx

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Cabarrus Xxxxxxxx Camden Carteret Xxxxxxx Catawba Chatham Cherokee Chowan Xxxx Xxxxxxxxx Columbus Xxxxxx Cumberland Currituck Dare Xxxxxxxx Xxxxx Duplin Durham Edgecombe Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx Guilford Halifax Harnett Xxxxxxx Xxxxxxxxx Hertford Xxxx Xxxx Iredell Xxxxxxx Xxxxxxxx Xxxxx Xxx Xxxxxx Lincoln XxXxxxxx Xxxxx Madison Martin Mecklenburg Mitchell Montgomery Moore Nash New Hanover Northampton Onslow Orange Pamlico Pasquotank Pender Perquimans Person Pitt Polk Randolph Richmond Robeson Rockingham Rowan Rutherford Sampson Scotland Stanly Stokes Surry Swain

- 28 -

Transylvania Tyrrell Union Vance Wake Warren Washington Watauga Wayne Wilkes Wilson Yadkin Yancey NORTH DAKOTA Adams Barnes Benson Billings Bottineau Bowman Burke Burleigh Cass Cavalier Dickey Divide Dunn Eddy Emmons Foster Golden Valley Grand Forks Grant Griggs Hettinger Kidder La Moure Logan McHenry McIntosh McKenzie McLean Mercer Morton Mountrail Nelson Oliver Pembina Pierce Ramsey Ransom Renville Richland Rolette Sargent Sheridan Sioux Slope Stark Steele Stutsman Towner

- 29 -

Traill Walsh Ward Wells Williams NEBRASKA Adams Antelope Arthur Banner Blaine Boone Box Butte Boyd Brown Buffalo Burt Butler Cass Cedar Chase Cherry Cheyenne Clay Colfax Cuming Custer Dakota Dawes Dawson Deuel Dixon Dodge Douglas Dundy Fillmore Franklin Frontier Furnas Gage Garden Garfield Gosper Grant Greeley Hall Hamilton Harlan Hayes Hitchcock Holt Hooker Howard Jefferson Johnson Kearney Keith Keya Paha Kimball Knox Lancaster Lincoln Logan

- 30 -

Loup McPherson Madison Merrick Morrill Nance Nemaha Nuckolls Otoe Pawnee Perkins Phelps Pierce Platte Polk Red Willow Richardson Rock Saline Sarpy Saunders Scotts Bluff Seward Sheridan Sherman Sioux Stanton Thayer Thomas Thurston Valley Washington Wayne Webster Wheeler York NEW HAMPSHIRE Belknap Carroll Cheshire Coos Grafton Hillsborough Merrimack Rockingham Strafford Sullivan NEW JERSEY Atlantic Bergen Burlington

- 31 -

Camden Cape May Cumberland Essex Gloucester Hudson Hunterdon Mercer Middlesex Monmouth Morris Ocean Passaic Salem Somerset Sussex Union Warren NEW MEXICO Bernalillo Catron Chaves Cibola Colfax Curry De Baca Dona Ana Eddy Grant Guadalupe Harding Hidalgo Lea Lincoln Los Alamos Luna McKinley Mora Otero Quay Rio Arriba Roosevelt Sandoval San Juan San Miguel Santa Fe Sierra Socorro Taos Torrance Union Valencia

- 32 -

NEVADA Churchill Clark Douglas Elko Esmeralda Eureka Humboldt Lander Lincoln Lyon Mineral Nye Pershing Storey Washoe White Pine Carson City NEW YORK Albany Allegany Bronx Broome Cattaraugus Cayuga Chautauqua Chemung Chenango Clinton Columbia Cortland Delaware Dutchess Erie Essex Franklin Fulton Genesee Greene Hamilton Herkimer Jefferson Kings Lewis Livingston Madison Monroe Montgomery Nassau New York Niagara Oneida Onondaga Ontario Orange Orleans Oswego Otsego Putnam Queens Rensselaer Richmond Rockland St. Lawrence

- 33 -

Saratoga Schenectady Schoharie Schuyler Seneca Steuben Suffolk Sullivan Tioga Tompkins Ulster Warren Washington Wayne Westchester Wyoming Yates OHIO Adams Allen Ashland Ashtabula Athens Auglaize Belmont Brown Butler Carroll Champaign Clark Clermont Clinton Columbiana Coshocton Crawford Cuyahoga Darke Defiance Delaware Erie Fairfield Fayette Franklin Fulton Gallia Geauga Greene Guernsey Hamilton Hancock Hardin Harrison Henry Highland Hocking Holmes Huron Jackson Jefferson Knox

- 34 -

Lake Lawrence Licking Logan Lorain Lucas Madison Mahoning Marion Medina Meigs Mercer Miami Monroe Montgomery Morgan Morrow Muskingum Noble Ottawa Paulding Perry Pickaway Pike Portage Preble Putnam Richland Ross Sandusky Scioto Seneca Shelby Stark Summit Trumbull Tuscarawas Union Van Wert Vinton Warren Washington Wayne Williams Wood Wyandot OKLAHOMA Adair Alfalfa Atoka Beaver Beckham Blaine Bryan Caddo Canadian Carter Cherokee Choctaw Cimarron Cleveland Coal

- 35 -

Comanche Cotton Craig Creek Custer Delaware Dewey Ellis Garfield Garvin Grady Grant Greer Harmon Harper Haskell Hughes Jackson Jefferson Johnston Kay Kingfisher Kiowa Latimer Le Flore Lincoln Logan Love McClain McCurtain McIntosh Major Marshall Mayes Murray Muskogee Noble Nowata Okfuskee Oklahoma Okmulgee Osage Ottawa Pawnee Payne Pittsburg Pontotoc Pottawatomie Pushmataha Roger Mills Rogers Seminole Sequoyah Stephens Texas Tillman Tulsa Wagoner Washington Washita Woods Woodward

- 36 -

OREGON Baker Benton Clackamas Clatsop Columbia Coos Crook Curry Deschutes Douglas Gilliam Grant Harney Hood River Jackson Jefferson Josephine Klamath Lake Lane Lincoln Linn Malheur Marion Morrow Multnomah Polk Sherman Tillamook Umatilla Union Wallowa Wasco Washington Wheeler Yamhill PENNSYLVANIA Adams Allegheny Armstrong Beaver Bedford Berks Blair Bradford Bucks Butler Cambria Cameron Carbon Centre Chester Clarion Clearfield Clinton Columbia Crawford Cumberland Dauphin Delaware Elk Erie Fayette Forest

- 37 -

Franklin Fulton Greene Huntingdon Indiana Jefferson Juniata Lackawanna Lancaster Lawrence Lebanon Lehigh Luzerne Lycoming McKean Mercer Mifflin Monroe Montgomery Montour Northampton Northumberland Perry Philadelphia Pike Potter Schuylkill Snyder Somerset Sullivan Susquehanna Tioga Union Venango Warren Washington Wayne Westmoreland Wyoming York RHODE ISLAND Bristol Kent Newport Providence Washington SOUTH CAROLINA Abbeville Aiken Allendale

- 38 -

Anderson Bamberg Barnwell Beaufort Berkeley Calhoun Charleston Cherokee Chester Chesterfield Clarendon Colleton Darlington Dillon Dorchester Edgefield Fairfield Florence Georgetown Greenville Greenwood Hampton Horry Jasper Kershaw Lancaster Laurens Lee Lexington McCormick Marion Marlboro Newberry Oconee Orangeburg Pickens Richland Saluda Spartanburg Sumter Union Williamsburg York SOUTH DAKOTA Aurora Beadle Bennett Bon Homme Brookings Brown Brule Buffalo Butte Campbell Charles Mix Clark Clay Codington Corson Custer Davison Day

- 39 -

Deuel Dewey Douglas Edmunds Fall River Faulk Grant Gregory Haakon Hamlin Hand Hanson Harding Hughes Hutchinson Hyde Jackson Jerauld Jones Kingsbury Lake Lawrence Lincoln Lyman McCook McPherson Marshall Meade Mellette Miner Minnehaha Moody Pennington Perkins Potter Roberts Sanborn Shannon Spink Stanley Sully Todd Tripp Turner Union Walworth Yankton Ziebach TENNESSEE Anderson Bedford Benton Bledsoe Blount Bradley Campbell Cannon Carroll Carter Cheatham Chester Claiborne Clay Cocke

- 40 -

Coffee Crockett Cumberland Davidson Decatur DeKalb Dickson Dyer Fayette Fentress Franklin Gibson Giles Grainger Greene Grundy Hamblen Hamilton Hancock Hardeman Hardin Hawkins Haywood Henderson Henry Hickman Houston Humphreys Jackson Jefferson Johnson Knox Lake Lauderdale Lawrence Lewis Lincoln Loudon McMinn McNairy Macon Madison Marion Marshall Maury Meigs Monroe Montgomery Moore Morgan Obion Overton Perry Pickett Polk Putnam Rhea Roane Robertson Rutherford Scott Sequatchie Sevier Shelby Smith Stewart Sullivan Sumner Tipton Trousdale Unicoi Union Van Buren Warren Washington

- 41 -

Wayne Weakley White Williamson Wilson TEXAS Anderson Andrews Angelina Aransas Archer Armstrong Atascosa Austin Bailey Bandera Bastrop Baylor Bee Bell Bexar Blanco Borden Bosque Bowie Brazoria Brazos Brewster Briscoe Brooks Brown Burleson Burnet Caldwell Calhoun Callahan Cameron Camp Carson Cass Castro Chambers Cherokee Childress Clay Cochran Coke Coleman Collin Collingsworth Colorado Comal Comanche Concho Cooke Coryell Cottle Crane Crockett Crosby Culberson Dallam Dallas

- 42 -

Dawson Deaf Smith Delta Denton De Witt Dickens Dimmit Donley Duval Eastland Ector Edwards Ellis El Paso Erath Falls Fannin Fayette Fisher Floyd Foard Fort Bend Franklin Freestone Frio Gaines Galveston Garza Gillespie Glasscock Goliad Gonzales Gray Grayson Gregg Grimes Guadalupe Hale Hall Hamilton Hansford Hardeman Hardin Harris Harrison Hartley Haskell Hays Hemphill Henderson Hidalgo Hill Hockley Hood Hopkins Houston Howard Hudspeth Hunt Hutchinson Irion Jack Jackson Jasper Jeff Davis Jefferson Jim Hogg Jim Wells Johnson Jones Karnes Kaufman Kendall Kenedy Kent

- 43 -

Kerr Kimble King Kinney Kleberg Knox Lamar Lamb Lampasas La Salle Lavaca Lee Leon Liberty Limestone Lipscomb Live Oak Llano Loving Lubbock Lynn McCulloch McLennan McMullen Madison Marion Martin Mason Matagorda Maverick Medina Menard Midland Milam Mills Mitchell Montague Montgomery Moore Morris Motley Nacogdoches Navarro Newton Nolan Nueces Ochiltree Oldham Orange Palo Pinto Panola Parker Parmer Pecos Polk Potter Presidio Rains Randall Reagan Real Red River Reeves Refugio Roberts Robertson Rockwall Runnels Rusk Sabine San Augustine San Jacinto San Patricio San Saba Schleicher

- 44 -

Scurry Shackelford Shelby Sherman Smith Somervell Starr Stephens Sterling Stonewall Sutton Swisher Tarrant Taylor Terrell Terry Throckmorton Titus Tom Green Travis Trinity Tyler Upshur Upton Uvalde Val Verde Van Zandt Victoria Walker Waller Ward Washington Webb Wharton Wheeler Wichita Wilbarger Willacy Williamson Wilson Winkler Wise Wood Yoakum Young Zapata Zavala UTAH Beaver Box Elder Cache Carbon Daggett Davis Duchesne Emery Garfield Grand Iron Juab Kane Millard Morgan

- 45 -

Piute Rich Salt Lake San Juan Sanpete Sevier Summit Tooele Uintah Utah Wasatch Washington Wayne Weber VERMONT Addison Bennington Caledonia Chittenden Essex Franklin Grand Isle Lamoille Orange Orleans Rutland Washington Windham Windsor VIRGINIA Accomack Albemarle Alleghany Amelia Amherst Appomattox Arlington Augusta Bath Bedford Bland Botetourt Brunswick Buchanan Buckingham Campbell Caroline Carroll Charles City Charlotte Chesterfield Clarke Craig Culpeper Cumberland Dickenson Dinwiddie

- 46 -

Essex Fairfax Fauquier Floyd Fluvanna Franklin Frederick Giles Gloucester Goochland Grayson Greene Greensville Halifax Hanover Henrico Henry Highland Isle of Wight James City King and Queen King George King William Lancaster Lee Loudoun Louisa Lunenburg Madison Mathews Mecklenburg Middlesex Montgomery Nelson New Kent Northampton Northumberland Nottoway Orange Page Patrick Pittsylvania Powhatan Prince Edward Prince George Prince William Pulaski Rappahannock Richmond Roanoke Rockbridge Rockingham Russell Scott Shenandoah Smyth Southampton Spotsylvania Stafford Surry Sussex Tazewell Warren Washington Westmoreland Wise Wythe York Alexandria Bedford Bristol

- 47 -

Buena Vista Charlottesville Chesapeake Clifton Forge Colonial Heights Covington Danville Emporia Fairfax Falls Church Franklin Fredericksburg Galax Hampton Harrisonburg Hopewell Lexington Lynchburg Manassas Manassas Park Martinsville Newport News Norfolk Norton Petersburg Poquoson Portsmouth Radford Richmond Roanoke Salem South Boston Staunton Suffolk Virginia Beach Waynesboro Williamsburg Winchester WASHINGTON Adams Asotin Benton Chelan Clallam Clark Columbia Cowlitz Douglas Ferry Franklin Garfield Grant Grays Harbor Island Jefferson King Kitsap Kittitas Klickitat Lewis Lincoln Mason Okanogan

- 48 -

Pacific Pend Oreille Pierce San Juan Skagit Skamania Snohomish Spokane Stevens Thurston Wahkiakum Walla Walla Whatcom Whitman Yakima WEST VIRGINIA Barbour Berkeley Boone Braxton Brooke Cabell Calhoun Clay Doddridge Fayette Gilmer Grant Greenbrier Hampshire Hancock Hardy Harrison Jackson Jefferson Kanawha Lewis Lincoln Logan McDowell Marion Marshall Mason Mercer Mineral Mingo Monongalia Monroe Morgan Nicholas Ohio Pendleton Pleasants Pocahontas Preston Putnam Raleigh Randolph Ritchie Roane Summers Taylor Tucker Tyler

- 49 -

Upshur Wayne Webster Wetzel Wirt Wood Wyoming WISCONSIN Adams Ashland Barron Bayfield Brown Buffalo Burnett Calumet Chippewa Clark Columbia Crawford Dane Dodge Door Douglas Dunn Eau Claire Florence Fond du Lac Forest Grant Green Green Lake Iowa Iron Jackson Jefferson Juneau Kenosha Kewaunee La Crosse Lafayette Langlade Lincoln Manitowoc Marathon Marinette Marquette Menominee Milwaukee Monroe Oconto Oneida Outagamie Ozaukee Pepin Pierce Polk Portage Price Racine Richland Rock

- 50 -

Rusk St. Croix Sauk Sawyer Shawano Sheboygan Taylor Trempealeau Vernon Vilas Walworth Washburn Washington Waukesha Waupaca Waushara Winnebago Wood WYOMING Albany Big Horn Campbell Carbon Converse Crook Fremont Goshen Hot Springs Johnson Laramie Lincoln Natrona Niobrara Park Platte Sheridan Sublette Sweetwater Teton Uinta Washakie Weston

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EX-10.3 3 h52601exv10w3.htm EMPLOYMENT AGREEMENT AND NONDISCLOSURE AND NONCOMPETITION AGREEMENT - DIRK J. WILD

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