Exhibit 10.42
AGREEMENT REGARDING
CHANGE IN CONTROL
THIS AGREEMENT ("Agreement"), is made and entered into as of the 11th day
of March, 2005 (the "Effective Date") by and between Hemispherx Biopharma, Inc.
(the "Company") and Xxxxxxx X. Xxxxxx ("Xxxxxx")
WITNESSETH THAT:
WHEREAS, the Company considers it essential to the best interests of
its shareholders to xxxxxx the continuous engagement of key management
personnel, and the Board of Directors of the Company (the "Board") recognizes
that, as is the case with many publicly held corporations, a change in control
might occur and that such possibility, and the uncertainty and questions which
it may raise among management, may result in the departure or distraction of
management personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including Xxxxxx, to their engagement
without distraction in the face of potentially disturbing circumstances arising
from the possibility of a change in control of the Company;
NOW, THEREFORE, to induce Xxxxxx to remain engaged by the Company
pursuant to the Amended And Restated Engagement Agreement dated March 11, 2005,
and in consideration of the premises and mutual covenants set forth herein, IT
IS HEREBY AGREED by and between the parties as follows:
1. AGREEMENT TERM. The initial "Agreement Term" shall begin on the
Effective Date and shall continue through December 31, 2007. As of December 31,
2007, and as of each December 31 thereafter, the Agreement Term shall extend
automatically to the third anniversary thereof unless the Company gives notice
to Xxxxxx prior to the date of such extension that the Agreement Term will not
be extended. Notwithstanding the foregoing, if a Change in Control (as defined
in Section 7 below), occurs during the Agreement Term, the Agreement Term shall
continue through and terminate on the second anniversary of the date on which
the Change in Control occurs.
2. ENTITLEMENT TO CHANGE IN CONTROL BENEFITS. Xxxxxx shall be entitled to the
Change in Control Benefits described in Section 3 hereof if Carter's
engagement by the Company is terminated during the Agreement Term but after
a Change in Control (i) by the Company for any reason other than Permanent
Disability or Cause, (ii) by Xxxxxx for Good Reason or (iii) by Xxxxxx for
any reason during the 30-day period commencing on the first date which is
six months after the date of the Change in Control. For purposes of this
Agreement: (a) A termination of Carter's engagement shall be treated as a
termination by reason of "Permanent Disability" only if, due to a mental or
physical disability, Xxxxxx is absent from the performance of services for
the Company for a period of at least twelve consecutive months and fails to
return to the performance of services within 30 days after receipt of a
written demand by the Company to do so.
(b) The term "Cause" shall mean the willful engaging by the Xxxxxx in illegal
conduct or gross misconduct which is demonstrably and materially injurious
to the Company. For purposes of this Agreement, no act, or failure to act,
on Carter's part shall be deemed "willful" unless done, or omitted to be
done, by Xxxxxx not in good faith and without reasonable belief that
Carter's action or omission was in the best interest of the Company.
Notwithstanding the foregoing, Xxxxxx shall not be deemed to have been
terminated for Cause unless and until the Company delivers to Xxxxxx a copy
of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to Xxxxxx
and an opportunity for Xxxxxx, together with counsel, to be heard before
the Board) finding that, in the good faith opinion of the Board, Xxxxxx was
guilty of conduct set forth above and specifying the particulars thereof in
detail.
(c) The term "Good Reason" shall mean the occurrence of any of the following
circumstances without Carter's express written consent:
(i) a significant adverse change in
the nature, scope or status of Carter's
position, authorities or services from those
in effect immediately prior to the Change in
Control.
(ii) the failure by the Company to
pay Xxxxxx any portion of Carter's current
compensation, or to pay Xxxxxx any portion of
any installment of deferred compensation under
any deferred compensation program of the
Company, within seven days of the date such
compensation is due;
(iii) a reduction in Carter's
annual base compensation (or a material change
in the frequency of payment) as in effect
immediately prior to the Change in Control as
the same may be increased from time to time;
(iv) the failure by the Company to
award Xxxxxx an annual bonus in any year which
is at least equal to the annual bonus awarded
to Xxxxxx for the year immediately preceding
the year of the Change in Control;
(v) the failure by the Company to award
Xxxxxx equity-based incentive compensation
(such as stock options, shares of restricted
stock, or other equity-based compensation) on
a periodic basis consistent with the Company's
practices with respect to timing, value and
terms prior to the Change in Control;
(vi) the failure of the Company to
award Xxxxxx incentive compensation of any
nature based on attained milestones when such
milestones are attained.
(vii) the failure of the Company to
obtain a satisfactory agreement from any
successor to the Company to assume and agree
to perform this Agreement as contemplated by
Section 14.
For purposes of any determination regarding the existence of Good
Reason, any good faith determination by Xxxxxx that Good Reason exists
shall be conclusive.
3. CHANGE IN CONTROL BENEFITS. In the event of a termination of engagement
entitling Xxxxxx to benefits in accordance with Section 2, Xxxxxx shall receive
the following:
(a) Xxxxxx shall be entitled to a lump sum payment in cash no later than twenty
business days after Carter's date of termination equal to the sum of:
(i) an amount equal to three times
Carter's annual compensation pursuant to the
Amended and Restated Engagement Agreement
dated March 11, 2005 in effect on the date of
the Change in Control or, or if greater, as in
effect immediately prior to the date of
termination; plus
(ii) an amount equal to three times
Carter's bonus award pursuant to the Amended
and Restated Engagement Agreement dated March
11, 2005 for the year immediately preceeding
the year of the Change in Control.
The amount payable under this paragraph shall be
inclusive of the amounts, if any, to which
Xxxxxx would otherwise be entitled or by law
and shall be in addition to (and not inclusive
of) any amount payable under any written
agreement(s) directly between Xxxxxx and the
Company or any of its subsidiaries.
(b) The Company shall provide Xxxxxx with outplacement services and tax and
financial counseling suitable to Carter's position through the third
anniversary of the date of Carter's termination of engagement, or, if
earlier, the date on which Xxxxxx becomes employed by another employer.
4. MITIGATION. Xxxxxx shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other engagement or otherwise.
The Company shall not be entitled to set off against the amounts payable to
Xxxxxx under this Agreement any amounts owed to the Company by Xxxxxx, any
amounts earned by Xxxxxx in other engagement after Carter's termination of
engagement with the Company, or any amounts which might have been earned by
Xxxxxx in other engagement had Xxxxxx sought such other engagement.
5. MAKE-WHOLE PAYMENTS. If any payment or benefit to which Xxxxxx (or any
person on account of Xxxxxx) is entitled, whether under this Agreement or
otherwise, in connection with a Change in Control or Carter's termination of
engagement (a "Payment") constitutes a "parachute payment" within the meaning of
section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and
as a result thereof Xxxxxx is subject to a tax under section 4999 of the Code,
or any successor thereto, (an "Excise Tax"), the Company shall pay to Xxxxxx an
additional amount (the "Make-Whole Amount") which is intended to make Xxxxxx
whole for such Excise Tax. The Make-Whole Amount shall be equal to (i) the
amount of the Excise Tax, plus (ii) the aggregate amount of any interest,
penalties, fines or additions to any tax which are imposed in connection with
the imposition of such Excise Tax, plus (iii) all income, excise and other
applicable taxes imposed on Xxxxxx under the laws of any Federal, state or local
government or taxing authority by reason of the payments required under clauses
(i) and (ii) and this clause (iii).
(a) For purposes of determining the Make-Whole Amount, Xxxxxx shall be deemed
to be taxed at the highest marginal rate under all applicable local, state,
federal and foreign income tax laws for the year in which the Make-Whole
Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax
shall be paid by the Company coincident with the Payment with respect to
which such Excise Tax relates.
(b) All calculations under this Section 5 shall be made initially by the
Company and the Company shall provide prompt written notice thereof to
Xxxxxx to enable Xxxxxx to timely file all applicable tax returns. Upon
request of Xxxxxx, the Company shall provide Xxxxxx with sufficient tax and
compensation data to enable Xxxxxx or Carter's tax advisor to independently
make the calculations described in subparagraph (a) above and the Company
shall reimburse Xxxxxx for reasonable fees and expenses incurred for any
such verification.
(c) If Xxxxxx gives written notice to the Company of any objection to the
results of the Company's calculations within 60 days of Carter's receipt of
written notice thereof, the dispute shall be referred for determination to
independent tax counsel selected by the Company and reasonably acceptable
to Xxxxxx ("Tax Counsel"). The Company shall pay all fees and expenses of
such Tax Counsel. Pending such determination by Tax Counsel, the Company
shall pay Xxxxxx the Make-Whole Amount as determined by it in good faith.
The Company shall pay Xxxxxx any additional amount determined by Tax
Counsel to be due under this Section 5 (together with interest thereon at a
rate equal to 120% of the Federal short-term rate determined under section
1274(d) of the Code) promptly after such determination.
(d) The determination by Tax Counsel shall be conclusive and binding upon all
parties unless the Internal Revenue Service, a court of competent
jurisdiction, or such other duly empowered governmental body or agency (a
"Tax Authority") determines that Xxxxxx owes a greater or lesser amount of
Excise Tax with respect to any Payment than the amount determined by Tax
Counsel.
(e) If a Taxing Authority makes a claim against Xxxxxx which, if successful,
would require the Company to make a payment under this Section 5, Xxxxxx
agrees to contest the claim with counsel reasonably satisfactory to the
Company, on request of the Company subject to the following conditions:
(i) Xxxxxx shall notify the Company of any such claim within 10 days of
becoming aware thereof. In the event that the
Company desires the claim to be contested, it
shall promptly (but in no event more than 30
days after the notice from Xxxxxx or such
shorter time as the Taxing Authority may
specify for responding to such claim) request
Xxxxxx to contest the claim. Xxxxxx shall not
make any payment of any tax which is the
subject of the claim before Xxxxxx has given
the notice or during the 30-day period
thereafter unless Xxxxxx receives written
instructions from the Company to make such
payment together with an advance of funds
sufficient to make the requested payment plus
any amounts payable under this Section 5
determined as if such advance were an Excise
Tax, in which case Xxxxxx will act promptly in
accordance with such instructions.
(ii) If the Company so requests, Xxxxxx will contest the claim by either
paying the tax claimed and suing for a refund
in the appropriate court or contesting the
claim in the United States Tax Court or other
appropriate court, as directed by the Company;
PROVIDED, HOWEVER, that any request by the
Company for Xxxxxx to pay the tax shall be
accompanied by an advance from the Company to
Xxxxxx of funds sufficient to make the
requested payment plus any amounts payable
under this Section 5 determined as if such
advance were an Excise Tax. If directed by the
Company in writing Xxxxxx will take all action
necessary to compromise or settle the claim,
but in no event xxxx Xxxxxx compromise or
settle the claim or cease to contest the claim
without the written consent of the Company;
PROVIDED, HOWEVER, that Xxxxxx may take any
such action if Xxxxxx waives in writing
Carter's right to a payment under this Section
5 for any amounts payable in connection with
such claim. Xxxxxx agrees to cooperate in good
faith with the Company in contesting the claim
and to comply with any reasonable request from
the Company concerning the contest of the
claim, including the pursuit of administrative
remedies, the appropriate forum for any
judicial proceedings, and the legal basis for
contesting the claim. Upon request of the
Company, Xxxxxx shall take appropriate appeals
of any judgment or decision that would require
the Company make a payment under this Section
5. Provided that Xxxxxx is in compliance with
the provisions this section, the Company shall
be liable for and indemnify Xxxxxx against any
loss in connection with, and all costs and
expenses, including attorneys' fees, which may
be incurred as a result of, contesting the
claim, and shall provide to Xxxxxx within 30
days after each written request therefor by
Carter cash advances or reimbursement for all
such costs and expenses actually incurred or
reasonably expected to be incurred by Xxxxxx
as a result of contesting the claim.
(f) Should a Tax Authority finally determine that an additional Excise Tax is
owed, then the Company shall pay an additional Make-Whole Amount to Xxxxxx
in a manner consistent with this Section 5 with respect to any additional
Excise Tax and any assessed interest, fines, or penalties. If any Excise
Tax as calculated by the Company or Tax Counsel, as the case may be, is
finally determined by a Tax Authority to exceed the amount required to be
paid under applicable law, then Xxxxxx shall repay such excess to the
Company within 30 days of such determination; provided that such repayment
shall be reduced by the amount of any taxes paid by Xxxxxx on such excess
which is not offset by the tax benefit attributable to the repayment.
6. TERMINATION DURING POTENTIAL CHANGE IN CONTROL. If a Potential Change in
Control (as defined in Section 8) occurs during the Agreement Term, and the
Company terminates Carter's engagement for reasons other than Permanent
Disability or Cause during such Potential Change in Control, Xxxxxx shall be
entitled to receive the benefits that Xxxxxx would have received under Section
3, such benefits to be calculated based upon Carter's compensation prior to the
actual termination of engagement but paid within 20 business days of the date of
such termination.
7. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in Control"
shall be deemed to have occurred on the earliest of the following dates:
(a) the date any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 20% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction
described in clause (i) of paragraph (c) below; or
(b) the date on which the following individuals cease for any reason to
constitute a majority of the number of directors then serving: individuals
who, on the date hereof, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the Company)
whose appointment or election by the Board or nomination for election by
the Company's shareholders was approved or recommended by a vote of at
least two-thirds (2/3) of the directors then still in office who either
were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended; or
(c) the date on which there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation or other entity, other than (i) a merger or consolidation (A)
immediately following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of the board of
directors of the Company, the entity surviving such merger or consolidation
or, if the Company or the entity surviving such merger or consolidation is
then a subsidiary, the ultimate parent thereof and (B) which results in the
voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any subsidiary of the Company, at least 50% of the
combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company (not including in the securities Beneficially Owned by such
Person any securities acquired directly from the Company or its Affiliates)
representing 20% or more of the combined voting power of the Company's then
outstanding securities; or
(d) the date on which the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is consummated
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 50% of the combined voting power of the voting securities
of which are owned by shareholders of the Company, in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of the Company immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.
For purposes of this Agreement: "Affiliate" shall have the meaning set forth in
Rule 12b-2 promulgated under Section 12 of the Exchange Act; "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended from time to
time; and "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company.
8. POTENTIAL CHANGE IN CONTROL. A "Potential Change in Control" shall exist
during any period in which the circumstances described in paragraphs (a), (b),
(c) or (d), below, exist (provided, however, that a Potential Change in Control
shall cease to exist not later than the occurrence of a Change in Control):
(a) The Company enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control, provided that a Potential
Change in Control described in this paragraph (a) shall cease to exist upon
the expiration or other termination of all such agreements;
(b) Any Person (without regard to the exclusions set forth in subsections (i)
through (iv) of such definition) publicly announces an intention to take or
to consider taking actions the consummation of which would constitute a
Change in Control; provided that a Potential Change in Control described in
this paragraph (b) shall cease to exist upon the withdrawal of such
intention, or upon a determination by the Board that there is no reasonable
chance that such actions would be consummated;
(c) Any Person becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 10% or more of either the then
outstanding shares of common stock of the Company or the combined voting
power of the Company's then outstanding securities (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Company or its Affiliates);
(d) The Board adopts a resolution to the effect that, for purposes of this
Agreement, a Potential Change in Control exists; provided that a Potential
Change in Control described in this paragraph (d) shall cease to exist upon
a determination by the Board that the reasons that gave rise to the
resolution providing for the existence of a Potential Change in Control
have expired or no longer exist. 9. NONALIENATION. The interests of Xxxxxx
under this Agreement are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of Xxxxxx or Carter's beneficiary.
10. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing without the consent of any other person. So
long as Xxxxxx lives, no person, other than the parties hereto, shall have any
rights under or interest in this Agreement or the subject matter hereof.
11. APPLICABLE LAW. The provisions of this Agreement shall be construed in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
the conflict of law provisions of any state.
12. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement will be construed as if such
invalid or unenforceable provision were omitted (but only to the extent that
such provision cannot be appropriately reformed or modified).
13. WAIVER OF BREACH. No waiver by any party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party,
will operate or be construed as a waiver of any subsequent breach by such other
party of any similar or dissimilar provisions and conditions at the same or any
prior or subsequent time. The failure of any party hereto to take any action by
reason of such breach will not deprive such party of the right to take action at
any time while such breach continues.
14. SUCCESSORS, ASSUMPTION OF CONTRACT. This Agreement shall be binding
upon and inure to the benefit of the Company and any successor of the Company.
The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or 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 succession had taken place. This Agreement is
personal to Xxxxxx and may not be assigned by Xxxxxx without the written consent
of the Company. However, to the extent that rights or benefits under this
Agreement otherwise survive Carter's death, Carter's heirs and estate shall
succeed to such rights and benefits pursuant to Carter's will or the laws of
descent and distribution; provided that Xxxxxx shall have the right at any time
and from time to time, by notice delivered to the Company, to designate or to
change the beneficiary or beneficiaries with respect to such benefits.
15. NOTICES. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid
(provided that international mail shall be sent via overnight or two-day
delivery), or sent by facsimile or prepaid overnight courier to the parties at
the addresses set forth below. Such notices, demands, claims and other
communications shall be deemed given:
(a) in the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery;
(b) in the case of certified or registered U.S. mail, five days after deposit
in the U.S. mail; or
(c) in the case of facsimile, the date upon which the transmitting party
received confirmation of receipt by facsimile, telephone or otherwise;
provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that are
to be delivered by the U.S. mail or by overnight service or two-day delivery
service are to be delivered to the addresses set forth below:
to the Company:
Hemispherx Biopharma, Inc.
One Penn Center
0000 XXX Xxxx.
Xxxxxxxxxxxx, XX 00000
with a copy (which shall not constitute notice) to:
General Counsel and Secretary
Hemispherx Biopharma, Inc.
One Penn Center
0000 XXX Xxxx.
Xxxxxxxxxxxx, XX 00000
or to Xxxxxx:
Name: Xxxxxxx X. Xxxxxx
Address: 00000 Xxx Xxxxxxx
Xxxx, Xxxxx Zip: Xxxxxxxxx, Xxxxxxx 00000
Each party, by written notice furnished to the other party, may
modify the applicable delivery address, except that notice of change of address
shall be effective only upon receipt.
16. LEGAL AND ENFORCEMENT COSTS. The provisions of this Section 16 shall
apply if it becomes necessary or desirable for Xxxxxx to retain legal counsel or
incur other costs and expenses in connection with enforcing any and all rights
under this Agreement or any other compensation plan maintained by the Company;
(a) Xxxxxx shall be entitled to recover from the Company reasonable attorneys'
fees, costs and expenses incurred in connection with such enforcement or
defense.
(b) Payments required under this Section 16 shall be made by the Company to
Xxxxxx (or directly to Carter's attorney) promptly following submission to
the Company of appropriate documentation evidencing the incurrence of such
attorneys' fees, costs, and expenses. (c) Xxxxxx shall be entitled to
select legal counsel; provided, however, that such right of selection shall
not affect the requirement that any costs and expenses reimbursable under
this Section 16 be reasonable. (d) Carter's rights to payments under this
Section 16 shall not be affected by the final outcome of any dispute with
the Company.
17. SURVIVAL OF AGREEMENT. Except as otherwise expressly provided in this
Agreement, the rights and obligations of the parties to this Agreement shall
survive the termination of Carter's engagement with the Company.
18. ENTIRE AGREEMENT. Except as otherwise provided herein, this Agreement
constitutes the entire agreement between the parties concerning the subject
matter hereof and supersedes all prior or contemporaneous agreements, between
the parties relating to the subject matter hereof; provided, however, that
nothing in this Agreement shall be construed to limit any policy or agreement
that is otherwise applicable relating to confidentiality, rights to inventions,
copyrightable material, business and/or technical information, trade secrets,
solicitation of employees, interference with relationships with other
businesses, competition, and other similar policies or agreement for the
protection of the business and operations of the Company and the subsidiaries.
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.
IN WITNESS THEREOF, Xxxxxx has hereunto set his hand, and the Company has caused
these presents to be executed in its name and on its behalf, and its corporate
seal to be hereunto affixed on this 11th day of March, 2005, all as of the
Effective Date.
/s/ Xxxxxxx X. Xxxxxx
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HEMISPHERX BIOPHARMA, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Its Secretary
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ATTEST:
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(SEAL)
