EXHIBIT 10.21.1
EMPLOYMENT AGREEMENT
The parties to this Employment Agreement (this "AGREEMENT") are Xxxx X.
Xxxxx (the "EXECUTIVE"), residing at 0000 Xxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxxx
00000, and ORBCOMM Inc. (the "COMPANY"), a company organized under the laws of
Delaware, with principal offices located at 0000 Xxxxxxx Xxxxxx, Xxxx Xxx, XX
00000.
The Company and the Executive are parties to an existing employment
agreement, executed in August 2004 (the "Prior Agreement"), pursuant to which
the Executive is serving as the Company's Chief Financial Officer (the "CFO").
The term of the Prior Agreement is currently set to expire on July 5, 2006.
The Company and the Executive have had discussions about finding a
successor to the Executive to become the CFO after the Executive leaves that
position, and the Company has requested that the Executive assist the Company
with its transition to its new CFO, should the Company identify and hire such an
individual before the Executive's employment terminates in accordance with this
Agreement.
The Executive has agreed to the Company's request in exchange for certain
commitments made by the Company pursuant to a Term Sheet Re: Continued
Employment entered into between the Executive and the Company on or about April
13, 2006 (the "Term Sheet").
As such, the Company desires to provide for the Executive's continued
employment by the Company, and the Executive desires to accept such employment,
under the terms and conditions contained herein, and, in consideration of the
above recitals, the mutual covenants contained herein, and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto have agreed as follows:
1. EMPLOYMENT. The Company shall employ the Executive, and the Executive
shall serve the Company, as the CFO, with duties and responsibilities compatible
with that position, provided that the Company shall be permitted to change the
Executive's title, duties, and responsibilities if and/or when the Company hires
an individual to succeed the Executive as the CFO. At such time, the Executive
will no longer be the CFO, and his primary duties and responsibilities will be
to assist the Company with the transition to the new CFO and executing and
delivering any required certifications, certificates, and other documents that
the Company may be required to file or provide. At all times during his
employment, the Executive agrees to devote his full time, attention, skill, and
energy to fulfilling his duties and responsibilities hereunder. The Executive's
services shall be performed principally at the Company's New Jersey office. The
Executive understands and acknowledges that he will be required to travel
periodically to the Company's offices in Dulles, Virginia.
2. TERM OF EMPLOYMENT. The Executive's employment under this Agreement
shall commence as of May 5, 2006 and shall continue through December 31, 2006,
unless sooner terminated pursuant to the provisions of Section 4 (the "TERM").
The parties hereto may extend the Term by a written agreement, signed by both
parties, that specifically references this Agreement. To the extent not sooner
terminated pursuant to the provision of Section 4, upon the natural expiration
of the Term (or any extended Term), the Executive's employment will be deemed
terminated.
3. COMPENSATION. As full compensation for the services provided under this
Agreement, the Executive shall be entitled to receive the following compensation
during the Term:
(a) Base Salary. The Executive shall be entitled to receive an annual base
salary (the "BASE SALARY") of $225,000. Base Salary payments hereunder shall be
made in arrears in substantially equal installments (not less frequently than
monthly) in accordance with the Company's customary payroll practices for its
other executives, as those practices may exist from time to time.
(b) Bonus. The Executive shall be eligible to receive a discretionary
bonus (the "BONUS") in an amount, if any, determined by the Company in its sole
discretion. In order to receive such a Bonus, if any, the Executive must be
actively employed by the Company on the date on which such Bonus is scheduled to
be paid to the Executive. Further, if the Company establishes a bonus plan or
program in which the Company's executives are generally permitted to
participate, then the Executive shall be entitled to participate in such plan or
program. The terms and conditions of the Executive's participation in, and/or
any award under, any such plan or program shall be in accordance with the
controlling plan or program documents.
(c) Employee Benefits. The Executive shall be entitled to receive
Company-paid medical and disability insurance, Company-paid term life insurance
(which shall provide for a death benefit payable to the Executive's
beneficiary), Company-paid holiday and vacation time, and other Company-paid
employee benefits (collectively, "EMPLOYEE BENEFITS"), at least equivalent to
those provided to other executives of the Company. In addition, the Executive
shall be entitled to participate in any profit sharing plan and/or pension plan
generally provided for the executives of the Company or any of its subsidiaries.
Notwithstanding the foregoing, the Company reserves the right to amend, modify,
or terminate, in its sole discretion and consistent with applicable law, any
Employee Benefit and any Employee Benefit plan, program or arrangement provided
to employees in general.
(d) Equity Plan Participation. The Executive shall be entitled to
participate in any equity option plan or restricted equity plan established by
the Company in which the Company's executives generally are permitted to
participate. The terms and conditions of the Executive's participation in,
and/or any award under, any such plan shall be in accordance with the applicable
controlling plan document and/or award agreement.
(e) Expenses. The Company shall reimburse the Executive for all reasonable
expenses incurred by him in connection with the performance of his duties under
this Agreement, upon his presentation of appropriate vouchers and/or
documentation covering such expenses. Without limiting the generality of the
foregoing, the Company shall reimburse the Executive for all reasonable
transportation, lodging, food, and other expenses incurred by him in connection
with traveling on Company business, including for the Executive's reasonable
travel and lodging expenses related to his periodic travels to the Company's
Virginia offices.
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(f) Withholdings. All payments made under this Section 3, or any other
provision of this Agreement, shall be subject to any and all federal, state, and
local taxes and other withholdings to the extent required by applicable law.
4. TERMINATION OF EMPLOYMENT.
(a) Absence. If the Executive shall fail or be unable to perform his
essential duties under this Agreement for any reason, including a physical or
mental disability, with or without reasonable accommodation, for one hundred
eighty (180) calendar days during any twelve (12) month period or for one
hundred (120) consecutive calendar days, then the Company may, by notice to the
Executive, terminate his employment under this Agreement as of the date of the
notice. Any such termination shall be made only in accordance with applicable
law.
(b) Death. The Executive's employment under this Agreement shall terminate
automatically upon his death.
(c) Termination by the Company. The Company shall have the right,
exercisable at any time, to terminate the employment of the Executive for
"cause" (as defined below). The Company shall only have to right to terminate
the employment of the Executive without "cause" on or after December 3, 2006,
provided that the Company reserves the right to place the Executive on a paid
leave of absence, without any duties, at any time.
The Executive's employment shall not be deemed to have been terminated
with "cause" unless he shall have received written notice from the Company at or
prior to the termination of employment advising him of the specific acts or
omissions alleged to constitute "cause" and, in the case of those acts or
omissions that are reasonably capable of being corrected, those acts or
omissions continue uncorrected after he shall have had a reasonable opportunity
(not to exceed fifteen (15) calendar days) to correct them.
As used in this Agreement, termination with "CAUSE" shall mean only the
Executive's involuntary termination for reason of (i) the Executive's breach of
a fiduciary duty of loyalty owed to the Company or any of its subsidiaries, (ii)
the Executive's conviction of a crime or plea of guilty or no contest to a
crime, (iii) the Executive's negligence in the performance of his duties, (iv)
the Executive's willful misconduct, including, without limitation, embezzlement,
(v) the Executive's material breach of this Agreement, or (vi) conduct by the
Executive beyond the scope of his authority as an officer and employee of the
Company, which conduct gives rise to a hearing before any governmental
department or agency seeking termination or revocation of any governmental
license.
(d) Termination by the Executive. The Executive shall have the right to
terminate his employment with the Company, provided that he provides the Company
with at least two (2) months of advance written notice of such decision. Upon
the receipt of such notice from the Executive, the Company may in its sole
discretion accelerate such two-month period in order to make such termination
effective sooner, and/or may withdraw any and all duties from the Executive and
exclude him from the Company's premises during the notice period.
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(e) Severance. If, prior to the natural expiration of the Term, the
Company shall terminate the Executive's employment without "cause" pursuant to
Section 4(c) above, or if the Executive's employment is terminated due to the
natural expiration of the Term and the Executive is no longer serving as the CFO
at such time, then, upon the Executive's execution of the Release attached
hereto as Exhibit A (the "Release") and the effectiveness of the Release (as
defined therein), the Executive shall be entitled to continue to receive, as
severance payments (such severance payments being the Executive's sole
entitlement upon any such termination), Base Salary compensation provided for by
Section 3(a) above for six (6) months, provided that such severance payments
will cease upon the Executive becoming employed by another employer as a chief
financial officer, or in a similar position with comparable Base Salary
compensation, or upon the Executive becoming re-employed by the Company in any
other position.
If the Executive's employment with the Company is terminated pursuant to
Sections 4(a) or 4(b) above, if the Company terminates the Executive's
employment with "cause" pursuant to Section 4(c) above, if the Executive
terminates his employment pursuant to Section 4(d) above, or if the Executive's
employment is terminated due to the natural expiration of the Term and the
Executive is still serving as the CFO at such time, then the Executive shall not
thereafter be entitled to any further payments under this Agreement, including
Base Salary, Bonus, Employee Benefits, or Severance.
The Severance referred to in this Section 4(e) shall be made payable by
the Company to the Executive on the same payment schedule as if the Executive
were still employed by the Company.
5. MERGER OR SALE OF ASSETS. If the Company shall merge or consolidate
with another corporation or other entity, or shall transfer all or substantially
all of its assets to another person, corporation, or other entity, then the
Executive shall be entitled to Severance in accordance with Section 4(e) as if
his employment were terminated by the Company without "cause," unless such
successor or transferee person, corporation, or entity continues the Executive's
employment on substantially equivalent terms.
6. OBLIGATIONS OF THE EXECUTIVE.
(a) Protectable Interests of the Company. The Executive acknowledges that
he has and will continue to play an important role in establishing the goodwill
of the Company and its related entities, including relationships with clients,
employees, and suppliers. The Executive further acknowledges that over the
course of his employment with the Company, he has and will continue to (i)
develop special relationships with clients, employees, and/or suppliers, and/or
(ii) be privy to Confidential Information (as defined below). As such, the
Executive agrees to the restrictions below in order to protect such interests on
behalf of the Company, which restrictions the parties hereto agree to be
reasonable and necessary to protect such interests.
(b) Non-Competition. During the Executive's employment and for the one (1)
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year period immediately thereafter, the Executive shall not, anywhere in the
world, whether directly or indirectly, for himself or for any third party: (i)
engage in any business activity; (ii) provide professional services to another
person or entity (whether as an employee, consultant, or otherwise); or (iii)
become a partner, member, principal, or stockholder in any entity; and in each
such case, that is in competition with the Business. For purposes of this
Section 6(b) and Section 6(c) below, "Business" shall mean the business of
offering data communication services via low-Earth orbit satellites, or any
other business in which the Company is materially engaged during the six (6)
month period immediately preceding the Executive's termination of employment.
The Executive acknowledges and understands that, due to the global nature of the
Company's business and the technological advancements in electronic
communications around the world, any geographic restriction of the Executive's
obligation under this Section 6(b) would be inappropriate and counter to the
protections sought by the Company hereunder.
(c) Non-Solicitation. During the Executive's employment and for the two
(2) year period immediately thereafter, the Executive shall not, anywhere in the
world, whether directly or indirectly, for himself or for any third party: (i)
solicit any business or contracts, or enter into any business or contract,
directly or indirectly, with any suppliers, licensees, customers, or partners of
the Company that (A) was a supplier, licensee, customer, or partner of the
Company at, or within six (6) months prior to, the termination of Executive's
employment, or (B) was a prospective supplier, licensee, customer, or partner of
the Business at the time of the Executive's termination of employment, and in
either case, for purposes of engaging in an activity that is in competition with
the Business; or (ii) solicit or recruit, directly or indirectly, any of the
Company's or its subsidiaries' employees, or any individuals who were employed
by the Company's or its subsidiaries' within six (6) months prior to the
termination of the Executive's employment, for employment or engagement (whether
as an employee, consultant, or otherwise) with a person or entity involved in
marketing or selling products or services competitive with the Business. The
Executive acknowledges and understands that, due to the global nature of the
Company's business and the technological advancements in electronic
communications around the world, any geographic restriction of the Executive's
obligation under this Section 6(c) would be inappropriate and counter to the
protections sought by the Company hereunder.
(d) Confidential Information. The Executive acknowledges that during the
course of his employment with the Company, he has had and will continue to have
access to information about the Company, and its clients and suppliers, that is
confidential and/or proprietary in nature, and which belongs to the Company. As
such, at all times, both during the Term and thereafter, the Executive will hold
in the strictest confidence, and not use or attempt to use except for the
benefit of the Company, and not disclose to any other person or entity (without
the prior written authorization of the Company) any Confidential Information (as
defined below). Notwithstanding anything contained in this Section 6(d), the
Executive will be permitted to disclose any Confidential Information to the
extent required by validly-issued legal process or court order, provided that
the Executive notifies the Company immediately of any such legal process or
court order in an effort to allow the Company to challenge such legal process or
court order, if the Company so elects, prior to the Executive's disclosure of
any Confidential
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Information.
For purposes of this Agreement, "CONFIDENTIAL INFORMATION" means any
confidential or proprietary information that belongs to the Company, or any of
its clients or suppliers, including without limitation, technical data, market
data, trade secrets, trademarks, service marks, copyrights, other intellectual
property, know-how, research, business plans, product information, projects,
services, client lists and information, client preferences, client transactions,
supplier lists and information, supplier rates, software, hardware, technology,
inventions, developments, processes, formulas, designs, drawings, marketing
methods and strategies, pricing strategies, sales methods, financial
information, revenue figures, account information, credit information, financing
arrangements, and other information disclosed to the Executive by the Company or
otherwise obtained by the Executive during the course of his employment,
directly or indirectly, and whether in writing, orally, or by electronic
records, drawings, pictures, or inspection of tangible property. "Confidential
Information" does not include any of the foregoing information which has entered
the public domain other than by a breach of this Agreement.
(e) Return of Company Property. Upon the termination of the Executive's
employment with the Company (whether upon the expiration of the Term or
otherwise), or at any time during such employment upon request by the Company,
the Executive will promptly deliver to the Company and not keep in his
possession, recreate, or deliver to any other person or entity, any and all
property which belongs to the Company, or which belongs to any other third party
and is in the Executive's possession as a result of his employment with the
Company, including without limitation, computer hardware and software, palm
pilots, pagers, cell phones, other electronic equipment, records, data, client
lists and information, supplier lists and information, notes, reports,
correspondence, financial information, account information, product information,
files, and other documents and information, including any and all copies of the
foregoing.
(f) Ownership of Property. The Executive acknowledges that all inventions,
innovations, improvements, developments, methods, processes, programs, designs,
analyses, drawings, reports and all similar or related information (whether or
not patentable) that relate to the Company's or any of its affiliates' actual or
anticipated business, research, and development, or existing or future products
or services, and that are conceived, developed, contributed to, made, or reduced
to practice by the Executive (either solely or jointly with others) while
engaged by the Company or any of its affiliates (including any of the foregoing
that constitutes any Confidential Information) ("WORK PRODUCT") belong to the
Company or such affiliate, and the Executive hereby assigns, and agrees to
assign, all of the above Work Product to the Company or such affiliate.
(g) Judicial Modification. The Executive acknowledges that it is the
intent of the parties hereto that the restrictions contained or referenced in
this Section 6 be enforced to the fullest extent permissible under the laws of
each jurisdiction in which enforcement is sought. If any of the restrictions
contained or referenced in this Section 6 is for any reason held by an
arbitrator or court to be excessively broad as to duration, activity,
geographical scope, or subject,
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then such restriction shall be construed or judicially modified so as to
thereafter be limited or reduced to the extent required to be enforceable in
accordance with applicable law.
(h) Equitable Relief. The Executive acknowledges that the remedy at law
for his breach of this Section 6 will be inadequate, and that the damages
flowing from such breach will not be readily susceptible to being measured in
monetary terms. Accordingly, upon a violation of any part of this Section 6, the
Company shall be entitled to immediate injunctive relief (or other equitable
relief) from any court with proper jurisdiction and may obtain a temporary order
restraining any further violation. No bond or other security shall be required
in obtaining such equitable relief, and the Executive hereby consents to the
issuance of such equitable relief. Nothing in this Section 6(h) shall be deemed
to limit the Company's remedies at law or in equity for any breach by the
Executive of any of the parts of this Section 6 which may be pursued or availed
of by the Company.
7. ARBITRATION. Except as provided in Section 6(h) above, any dispute or
controversy between the parties hereto, whether during the Term or thereafter,
including without limitation, any and all matters relating to this Agreement,
the Executive's employment with the Company and the cessation thereof, shall be
settled by arbitration administered by the American Arbitration Association
("AAA") in New York, New York pursuant to the AAA's National Rules for the
Resolution of Employment Disputes (or their equivalent), which arbitration shall
be confidential, final, and binding to the fullest extent permitted by law. The
parties agree to waive their right to a trial by jury and agree that they will
not make a demand, request or motion for a trial by jury or court. This
agreement to arbitrate shall be binding upon the heirs, successors, and assigns
and any trustee, receiver, or executor of each party. A party shall initiate the
arbitration process by delivering a written notice of such party's intention to
arbitrate to the other party at the address set forth above. Each party shall
select an arbitrator by mutual agreement within thirty (30) days after the
written notice of intention to arbitrate is received. If the parties fail to
select an arbitrator by mutual agreement, the party seeking arbitration shall
notify the AAA of the demand for arbitration and obtain a list of arbitrators
from the AAA's Employment Dispute Resolution Roster. If the parties fail to
agree on an arbitrator, the AAA Administrator or his/her delegate shall select
an arbitrator, who is a member of the AAA's Employment Dispute Resolution
Roster. The arbitrator shall have the authority to resolve all issues in
dispute, including the arbitrator's own jurisdiction, and to award compensatory
remedies and other remedies permitted by law. The arbitrator shall decide the
matters in dispute in accordance with the governing law provisions of this
Agreement, except that the parties agree that this agreement to arbitrate shall
be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq. The
award of the arbitrator shall be final and shall be the sole and exclusive
remedy between the parties regarding any claims, counterclaims, issues, or
accountings. The arbitrator in any such dispute shall have discretion to award
attorneys' fees and costs as part of any resolution of a claim arising under
this Agreement. Except as otherwise provided by the arbitrator in accordance
with applicable law, each party hereto shall be responsible for paying its own
attorneys' fees and costs incurred in connection with any dispute between the
parties. To the extent inconsistent with the form of arbitration agreement that
the Company's employees generally are required to enter into, including the
Executive, this arbitration provision shall control. Otherwise, to the extent
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compatible, effect shall be given to both this arbitration provision and the
Company's form of arbitration agreement that the Executive will be required to
execute.
8. MISCELLANEOUS.
(a) Notices. Any notice or other communication under this Agreement shall
be in writing and shall be considered given when delivered personally or five
(5) days after mailed by registered mail, return receipt requested, to the
Executive and the Company at their respective addresses set forth above (or at
such other address as a party may specify by notice to the other).
(b) Entire Agreement; Amendments. This Agreement contains a complete
statement of all of the arrangements between the Executive and the Company with
respect to the employment of the Executive by the Company and the Executive's
compensation for such employment, and supersedes all previous agreements,
arrangements and understandings, written or oral, relating thereto, including,
without limitation, the Prior Agreement and the Term Sheet. This Agreement may
not be amended except by a written agreement signed by the Company and the
Executive.
(c) Severability. In the event that any provision of this Agreement, or
the application of any provision to the Executive or the Company, is held to be
unlawful or unenforceable by any court or arbitrator, then the remaining
portions of this Agreement shall remain in full force and effect and shall not
be invalidated or impaired in any manner.
(d) Waiver. No waiver by any party hereto of any breach of any term or
covenant in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such breach, or a waiver of any other term or covenant contained in this
Agreement.
(e) Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of New Jersey without regard to its
conflict of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this document as of
the 5th day of May, 2006.
ORBCOMM Inc. XXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxx Xxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: CEO and President
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EXHIBIT A -- GENERAL RELEASE
FOR AND IN CONSIDERATION OF the employment agreement to which this General
Release is attached and the severance payments contemplated therein, I, XXXX X.
XXXXX, agree, on behalf of myself and my heirs, executors, administrators, and
assigns, to release and discharge ORBCOMM INC. (the "Company"), and its current
and former officers, directors, employees, agents, owners, subsidiaries,
divisions, affiliates, parents, successors, and assigns (the "Released Parties")
from any and all manner of actions and causes of action, suits, debts, dues,
accounts, bonds, covenants, contracts, agreements, judgments, charges, claims,
and demands whatsoever ("Losses") that I and my heirs, executors,
administrators, and assigns have, or may hereafter have, against the Released
Parties or any of them arising out of or by reason of any cause, matter, or
thing whatsoever from the beginning of the world to the date hereof, including
without limitation, my employment agreement, my employment by the Company and
the cessation thereof, and all matters arising under any federal, state, or
local statute, rule, or regulation, or principle of contract law or common law,
including but not limited to, the Worker Adjustment and Retraining Notification
Act of 1988, as amended, 29 U.S.C. Sections 2101 et seq., the National Labor
Relations Act of 1935, as amended, 29 U.S.C. Sections 151 et seq., the Family
and Medical Leave Act of 1993, as amended, 29 U.S.C. Sections 2601 et seq.,
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000e
et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
Sections 621 et seq. (the "ADEA"), the Americans with Disabilities Act of 1990,
as amended, 42 U.S.C. Sections 12101 et seq., the Employee Retirement Income
Security Act of 1974, as amended, 29 U.S.C. Sections 1001 et seq., the Virginia
Human Rights Act, as amended, Va. Code Xxx. Sections 2.1-714 et seq., the
Virginia Persons with Disabilities Act, as amended, Va. Code Xxx. Sections
51.5-1 et seq., the New Jersey Law Against Discrimination, as amended, N.J.
Stat. Xxx. Sections 10:5-1 et seq., and any other equivalent federal, state, or
local statute; provided that I do not release or discharge the Released Parties
from any Losses arising under the ADEA that arise after the date on which I
execute this General Release. It is understood that nothing in this General
Release is to be construed as an admission on behalf of the Released Parties of
any wrongdoing with respect to me, any such wrongdoing being expressly denied.
I represent and warrant that I fully understand the terms of this General
Release, that I have had the benefit of advice of counsel or have knowingly
waived such advice, and that I knowingly and voluntarily, of my own free will,
without any duress, being fully informed, and after due deliberation, accepts
its terms and sign the same as my own free act. I understand that as a result of
executing this General Release, I will not have the right to assert that the
Company violated any of my rights in connection with my employment agreement, my
employment, or with the termination of such employment.
I affirm that I have not filed, and agree, to the maximum extent permitted
by law, not to initiate or cause to be initiated on my behalf, any complaint,
charge, claim, or proceeding against the Released Parties before any federal,
state, or local agency, court, or other body relating to my employment
agreement, my employment, or the cessation thereof, and agree not to voluntarily
participate in such a proceeding. However, nothing in this General Release shall
preclude or prevent me from filing a claim with the Equal Employment Opportunity
Commission that
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challenges the validity of this General Release solely with respect to my waiver
of any Losses arising under the ADEA.
I acknowledge that I have twenty-one (21) days in which to consider
whether to execute this General Release. I understand that I may waive such
21-day consideration period. I understand that upon my execution of this General
Release, I will have seven (7) days after such execution in which I may revoke
my execution of this General Release. In the event of revocation, I must present
written notice of such revocation to __________________ at the Company by
delivering such written notice to him at _______________________.
IF SEVEN (7) DAYS PASS WITHOUT RECEIPT OF SUCH WRITTEN NOTICE OF
REVOCATION, THIS GENERAL RELEASE SHALL BECOME BINDING AND EFFECTIVE ON THE
EIGHTH DAY (THE "RELEASE EFFECTIVE DATE").
This General Release shall be governed by the laws of the State of New
Jersey without giving effect to its conflict of laws principles.
XXXX X. XXXXX DATE
STATE OF )
: ss.:
COUNTY OF )
On the ___ day of ___________________ in the year 200__, before me, the
undersigned, personally appeared XXXX X. XXXXX, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument, and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument he executed
such instrument, and that such individual made such appearance before the
undersigned.
Notary Public
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