EXHIBIT 10C
AGREEMENT effective as of July 1, 2002 between AVNET, INC., a New York
corporation with a principal place of business at 0000 Xxxxx 00xx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000 (the "Company") and Xxxxxx Xxxxxx having an office at
0000 Xxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 ("Kamins").
WITNESSETH
1. ENGAGEMENT, SALARY, BENEFITS.
1.1 Engagement. The Company agrees to engage Kamins and Kamins agrees to
accept such engagement upon the terms and conditions hereinafter set
forth.
1.2 Term. Kamins' engagement as an employee of the Company pursuant to this
Agreement shall commence on July 1, 2002 and, subject to earlier
termination as provided herein, shall continue through June 30, 2004 and
thereafter, shall automatically be extended for additional one-year
increments until terminated pursuant to Section 2 below.
1.3 Duties. Kamins' shall perform such duties for the Company, or the
Company's subsidiaries, divisions and operating units as may be assigned
to him from time to time by the Chief Executive Officer of the Company.
Kamins is current engaged as President of the Applied Computing group. If
Kamins is elected an officer or a director of the Company or any
subsidiary or division thereof, he shall serve as such without additional
compensation.
1.4 Compensation. For all services to be rendered by Kamins and for all
covenants undertaken by him pursuant to the Agreement the Company shall
pay and Kamins shall accept annual compensation to be agreed upon by the
Company and Kamins at the beginning of each fiscal year of the Company.
In the event that the parties cannot agree upon such compensation, then
upon written notice this agreement and Kamins' employment hereunder shall
be deemed to be terminated one (1) year after the date of such notice;
and during such period Kamins' compensation shall continue as in effect
for the immediately prior fiscal year.
1.5 Compensation or Termination. Upon termination of this Agreement, Kamins
shall be entitled to receive only such compensation as had accrued and
was unpaid to the effective date of termination.
1.6 Additional Benefits. In addition to the compensation described in
Subsection 1.4, for the period that he is engaged as an employee of the
Company, Kamins shall be entitled to vacation, insurance, retirement and
other benefits (except for severance pay benefit) as are afforded to
personnel of the Company's United States based operating units generally
and which are in effect from time to time. It is understood that the
Company does not by reason of this Agreement obligate itself to provide
any such benefits to such personnel. During the term of this
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Agreement, Kamins shall be eligible for a Company provided automobile in
accordance with the Company's program therefore and will be eligible to
receive benefits for medical and dental insurance on the same terms
offered to personnel of the Company's United States based operating units
generally. Kamins also participates in the Company's Executive Officers'
Supplemental Life Insurance and Retirement Benefits Program (the
"Program") pursuant to the terms and conditions applicable to the
Program.
2. EARLY TERMINATION.
2.1 Death or Disability. Kamins' employment hereunder shall terminate on the
date of Kamins' death or upon Kamins suffering mental or physical injury,
illness or incapacity which renders him unable to perform his customary
duties hereunder on a full-time basis for a period of 365 substantially
consecutive days, on the 365th such day. The opinion of a medical doctor
licensed to practice in the State of Arizona (or such other state wherein
Kamins then resides) and having Board certification in his field of
specialization or the receipt of or entitlement of Kamins to disability
benefits under any policy of insurance provided or made available by the
Company or under Federal Social Security laws, shall be conclusive
evidence of such disability.
2.2 Cause. Kamins' employment hereunder may be terminated by the Company at
any time prior to the expiration of the term hereof without notice for
cause, including, but not limited to, Kamins' gross misconduct, breach of
any material term of this Agreement, willful breach, habitual neglect or
wanton disregard of his duties, or convictions of any criminal act.
2.3 Without Cause. Kamins' employment hereunder may be terminated by either
Kamins or the Company effective as of June 30, 2004 or any other date
thereafter by giving written notice to the other at least one (1) year
prior to effective date of termination.
3. COMPETITIVE EMPLOYMENT
3.1 Full Time. Kamins shall devote his full time, best efforts, attention and
energies to the business and affairs of the Company and shall not, during
the term of his employment, be engaged in any other activity which, in
the sole judgment of the Company, will interfere with the performance of
his duties hereunder.
3.2 Non-Competition. While engaged either as an employee or consultant by the
Company or any subsidiary, division or operating unit of the Company,
Kamins shall not, without the written consent of the Chief Executive
Officer of the Company, directly or indirectly (whether through his
spouse, child or parent, other legal entity or otherwise): own, manage,
operate, join, control, participate in, invest in, or otherwise be
connected with, in any manner, whether as an officer, director, employee,
partner, investor, shareholder, consultant, lender or
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otherwise, any business entity which is engaged in, or is in any way
related to or competitive with the business of the Company, provided,
however, notwithstanding the foregoing, Kamins shall not be prohibited
from owning, directly or indirectly, up to 5% of the outstanding equity
interests of any company or entity the stock or other equity interests of
which is publicly traded on a national securities exchange or on the
NASDAQ over-the-counter market.
3.3 Non-Solicitation. Kamins further agrees that he will not, at any time
while engaged by the Company or any subsidiary, division or operating
unit of the Company as either an employee or consultant and for a period
of two years subsequent, without the written consent of an officer
authorized to act in the matter by the Board of Directors of the Company,
directly or indirectly, on Kamins' behalf or on behalf of any person or
entity, induce or attempt to induce any employee of the Company or any
subsidiary or affiliate of the Company (collectively the "Company Group")
or any individual who was an employee of the Company Group during the one
(1) year prior to the date of such inducement, to leave the employ of the
Company Group or to become employed by any person other than members of
the Company Group or offer or provide employment to any such employee.
4. Definitions.
4.1 Confidential Information. That confidential business information of the
Company, whether or not discovered, developed, or known by Kamins as a
consequence of his engagement with the Company. Without limiting the
generality of the foregoing, Confidential Information shall include
information concerning customer identity, needs, buying practices an
patterns, sales and management techniques, employee effectiveness and
compensation information, supply and inventory techniques, manufacturing
processes and techniques, product design and configuration, market
strategies, profit and loss information, sources of supply, product cost,
gross margins, credit and other sales terms and conditions. Confidential
Information shall also include, but not be limited to, information
contained in the Company's manuals, memoranda, price lists, computer
programs (such as inventory control, billing, collection, etc.) and
records, whether or not designated, legended or otherwise identified by
the Company as Confidential Information.
4.2 Developments. Those inventions, discoveries, improvements, advances,
methods, practices and techniques, concepts and ideas, whether or not
patentable, relating to the Company's present and prospective activities
and products.
5. DEVELOPMENTS, CONFIDENTIAL INFORMATION AND RELATED MATERIALS
5.1 Assignment of Developments. Any and all Developments developed by Kamins
(acting alone or in conjunction with others) during the period of Kamins'
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engagement hereunder shall be conclusively presumed to have been created
for or on behalf of the Company (or the Company's subsidiary or affiliate
for which Kamins is performing services) as part of Kamins' obligations
to the Company hereunder. Such Developments shall be the property of, and
belong to the Company (or the Company's subsidiary or affiliate for which
Kamins is working) without the payment of consideration therefore in
addition to Kamins' compensation hereunder, and Kamins hereby transfers,
assigns and conveys all of Kamins' right, title and interest in any such
Developments to the Company (or the Company's subsidiary or affiliate for
which Kamins is working) and agrees to execute and deliver any documents
that the Company deems necessary to effect such transfer on the demand of
the Company.
5.2 Restrictions on Use and Disclosure. Kamins agrees not to use or disclose
at any time after the date hereof, except with the prior written consent
of an officer authorized to act in the matter by the Board of Directors
of the Company, any Confidential Information or any subsidiary or
affiliate of the Company, provided, however, that this provision shall
not preclude Kamins from (i) the use or disclosure of such information
which presently is known generally to the public or which subsequently
comes into the public domain, other than by way of disclosure in
violation of this Agreement or in any other unauthorized fashion, or (ii)
disclosure of such information required by law or court order, provided
that prior to such disclosure-required by law or court order Kamins will
have given the Company three (3) business days' written notice (or, if
disclosure is required to be made in less than three (3) business days,
then such notice shall be given as promptly as practicable after
determination that disclosure may be required) of the nature of the law
or order requiring disclosure and the disclosure to be made in accordance
therewith.
5.3 Return of Documents. Upon termination of this Agreement, Kamins shall
forthwith deliver to the Chief Executive Officer of the Company all
documents, customer lists and related documents, price and procedure
manuals and guides, catalogs, records, notebooks and similar repositories
of or containing Confidential Information and/or Developments, including
all copies then in his possession or control whether prepared by him or
others.
6. MISCELLANEOUS.
6.1 Consent to Arbitration. Except for the equitable relief provisions set
forth in Section 6.2 below, the Company and Kamins agree to arbitrate any
controversy or claim arising out of this Agreement or otherwise relating
to Kamins' engagement as an employee or consultant or the termination of
his engagement as an employment or this Agreement, in accordance with the
provisions of the Mutual Agreement to Arbitrate Claims, a copy of which
is annexed hereto as Exhibit A.
6.2 Equitable Relief. Kamins acknowledges that any material breach of any of
the
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provisions of Sections 3 and/or 5 would entail irreparable injury to the
Company's goodwill and jeopardize the Company's competitive position in
the marketplace or Confidential Information, or both, and that in
addition to the Company's other remedies, Kamins consents and the Company
shall be entitled, as a matter of right, to an injunction issued by any
court of competent jurisdiction restraining any breach of Kamins and/or
those with whom Kamins is acting in concert and to other equitable relief
to prevent any such actual, intended or likely breach.
6.3 Survival. The provisions of Sections 3.2, 3.3, 4, 5, and 6 shall survive
the termination of Kamins' employment hereunder.
6.4 Interpretation. If any court of competent jurisdictions or duly
constituted arbitration panel shall refuse to enforce any or all of the
provisions hereof because they are more extensive (whether as to
geographic scope, duration, activity, subject or otherwise) than is
reasonable, it is expressly understood and agreed that such provisions
shall not be void, but that for the purpose of such proceedings and in
such jurisdiction, the restrictions contained herein shall be deemed
reduced or limited to the extent necessary to permit enforcement of such
provisions.
6.5 Succession. This Agreement shall extend to and be binding upon Kamins,
his legal representatives, heirs and distributes and upon the Company,
its successors and assigns.
6.6 Entire Agreement. This Agreement, Exhibit A (Mutual Agreement to
Arbitrate Claims) and Exhibit B (Change of Control Agreement) contain the
entire agreement of the parties with respect to their subject matter and
no waiver, modification or change of any provisions hereof shall be valid
unless in writing and signed by the parties against whom such claimed
waiver, modification or change is sought to be enforced. This Agreement
supercedes and replaces a previous employment agreement between the
parties dated as of January 1, 2001.
6.7 Waiver of Breach. The waiver of any breach of any term or condition of
this Agreement shall not be deemed to constitute a waiver of any other
term or condition of this Agreement.
6.8 Notices. All notices pursuant to this Agreement shall be in writing and
shall be given by registered or certified mail, or the equivalent, return
receipt requested, addressed to the parties hereto at the addresses set
forth above, or to such address as may hereafter be specified by notice
in writing in the same manner by any party or parties.
6.9 Headings. Except for the headings in Section 4, the headings of the
sections and subsections are inserted for convenience only and shall not
be deemed to
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constitute a part hereof or to affect the meaning thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first above written.
AVNET, INC.
By /s/ Xxx Xxxxxx
---------------------------
Xxx Xxxxxx
Chairman & Chief Executive Officer
/s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx
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EXHIBIT A
MUTUAL AGREEMENT TO ARBITRATE CLAIMS
I realize that differences may arise between Avnet, Inc. ("the Company") and me
during or following my engagement with the Company, and that those differences
may or may not be related to my employment or engagement as a consultant. I
understand and agree that by entering into this Agreement to Arbitrate Claims
("Agreement"), I anticipate gaining the benefits of a speedy, impartial
dispute-resolution procedure. Except as provided in this Agreement, the Federal
Arbitration Act shall govern the interpretation, enforcement and all proceedings
pursuant to this Agreement. To the extent that the Federal Arbitration Act is
inapplicable, applicable state law pertaining to agreements to arbitrate shall
apply. I understand that any reference in this Agreement to the Company will be
a reference also to all divisions, subsidiaries and affiliates of the Company.
Additionally, except as otherwise provided herein, any reference to the Company
shall also include all benefit plans; the benefit plans' sponsors, fiduciaries,
administrators, affiliates; and all successors and assigns of any of them.
CLAIMS COVERED BY THE AGREEMENT. The Company and I mutually consent to the
resolution by arbitration of all claims or controversies ("claims"), whether or
not arising out of my engagement by the Company as an employee or consultant (or
the termination of such engagement), that the Company may have against me or
that I may have against the Company or against its officers, directors,
employees or agents in their capacity as such or otherwise. The claims covered
by this Agreement include, but are not limited to, claims for wages or other
compensation due; claims for breach of any contract or covenant (express or
implied); tort claims; claims for discrimination and harassment (including, but
not limited to, race, sex, sexual orientation, religion, national original, age,
marital status, medical condition, handicap or disability); claims for benefits
(except where any employee benefit or pension plan specifies that its claims
procedure shall culminate in an arbitration procedure different from this one);
and claims for violation of any federal, state, or other governmental law,
statute, regulation, or ordinance, except claims excluded in the section
entitled "Claims Not Covered by the Agreement". Except as otherwise provided in
this Agreement, both the Company and I agree that neither of us shall initiate
or prosecute any lawsuit or administrative action (other than an administrative
charge of discrimination) in any way related to any claim covered by this
Agreement.
CLAIMS NOT COVERED BY THE AGREEMENT. Claims I may have for workers' compensation
or unemployment compensation benefits are not covered by this Agreement. Also
not covered are claims by the Company for injunctive and/or other equitable
relief including, but not limited to, claims for injunctive and/or other
equitable relief for unfair competition and/or the use and/or unauthorized
disclosure of trade secrets or confidential information, as to which I
understand and agree that the Company may seek and obtain relief from a court of
competent jurisdiction.
REQUIRED NOTICE OF ALL CLAIMS AND STATUTE OF LIMITATIONS. The Company and I
agree that the aggrieved party must give written notice of any claim to the
other party within one (1) year of the date the aggrieved party first has
knowledge of the event giving rise to the claim; otherwise the claim shall be
void and deemed waived even if there is a federal or state statute of
limitations which would have given more time to pursue the claim. Written notice
to the Company, or its officers, directors, employees or agents, shall be sent
to its President at the Company's then-current address. I will be given written
notice at the last address recorded in
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my personnel file. The written notice shall identify and describe the nature of
all claims asserted and certified or registered mail, return receipt requested.
DISCOVERY. Each party shall have the right to take the deposition of one
individual and any expert witness designated by another party. Each party also
shall have the right to propound requests for production of documents to any
party. Additional discovery may be had only where the panel of arbitrators
selected pursuant to this Agreement so orders, upon a showing of substantial
need. At least thirty (30) days before the arbitration, the parties must
exchange lists of witnesses, including any expert, and copies of all exhibits
intended to be used at the arbitration.
SUBPOENAS. Each party shall have the right to subpoena witnesses and documents
for the arbitration.
ARBITRATION PROCEDURES. The Company and I agree that, except as provided in this
Agreement, any arbitration shall be in accordance with the then-current Model
Employment Arbitration Procedures of the American Arbitration Association
("AAA") before a panel of three arbitrators who are licensed to practice law in
the state where the arbitration is to take place ("the Panel"). The arbitration
shall take place in or near the city in which I am or was last employed by the
Company. The Panel shall apply the substantive law (and the law of remedies, if
applicable) of the state in which the claim arose, or federal law, or both, as
applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply.
The Panel, and not any federal, state, or local court or agency, shall have
exclusive authority to resolve any dispute relating to the interpretation,
applicability, enforceability or formation of this Agreement, including but not
limited to any claim that all or any part of this Agreement is void or voidable.
The Panel shall render an award and opinion in the form typically rendered in
labor arbitrations. The arbitration shall be final and binding upon the parties.
The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and
is authorized to hold pre-hearing conferences by telephone or in person, as the
Panel deems necessary. The Panel shall have the authority to entertain a motion
to dismiss and/or a motion for summary judgment by any party and shall apply the
standards governing such motions under the Federal Rules of Civil Procedure.
Either party, as its expense, may arrange for and pay the cost of a court
reporter to provide a stenographic record of proceedings.
ARBITRATION FEES AND COSTS. The Company and I shall equally share the fees and
costs of the Panel. Each party shall pay for its own costs and attorneys' fees,
if any. However, if any party prevails on a statutory claim which affords the
prevailing party attorneys' fees, or if there is a written agreement providing
for fees, the Panel may award reasonable fees to the prevailing party.
INTERSTATE COMMERCE. I understand and agree that the Company is engaged in
transactions involving interstate commerce and that my employment involves such
commerce.
REQUIREMENTS FOR MODIFICATION OR REVOCATION. This Agreement to arbitrate shall
survive the termination of my employment. It can only be revoked or modified by
writing signed by me and an officer of the Company that specifically states an
intent to revoke or modify this Agreement.
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SOLE AND ENTIRE AGREEMENT. This is the complete agreement of the parties on the
subject of arbitration of disputes, except for any arbitration agreement in
connection with any pension or benefit plan. This Agreement supersedes any prior
or contemporaneous oral or written understanding on the subject. No party is
relying on any representations, oral or written, on the subject of the effect,
enforceability or meaning of this Agreement, except as specifically set forth in
this Agreement.
CONSTRUCTION. IF ANY PROVISION OF THIS AGREEMENT IS ADJUDGED TO BE VOID OR
OTHERWISE UNENFORCEABLE, IN WHOLE OR IN PART, SUCH ADJUDICATION SHALL NOT AFFECT
THE VALIDITY OF THE REMAINDER OF THE AGREEMENT.
CONSIDERATION. The promises by the Company and by me to arbitrate differences,
rather than litigate them before courts or other bodies, provide consideration
for each other.
NOT AN EMPLOYMENT AGREEMENT. This Agreement is not, and shall not be construed
to create, any contract of employment, express or implied. Nor does this
Agreement in any way alter the "at-will" status of my employment.
VOLUNTARY AGREEMENT. I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT,
THAT I UNDERSTAND ITS TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE
COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED
IN IT, AND THAT I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN
RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE
CONTAINED IN THIS AGREEMENT ITSELF. I UNDERSTAND THAT BY SIGNING THIS AGREEMENT
I AM GIVING UP MY RIGHT TO A JURY TRIAL. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN
GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL
AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO.
AVNET, INC.
By: /s/ Xxx Xxxxxx
--------------------------------------
Xxx Xxxxxx
Chairman & CEO
/s/ Xxxxxx Xxxxxx
------------------------------------------
Xxxxxx Xxxxxx
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EXHIBIT B
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (the "Agreement") is made effective as of the
1st day of July 0000, xxxxxxx Xxxxx, Xxx., x Xxx Xxxx corporation with its
principal place of business at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000
Arizona ("Avnet" or "the Company") and Xxx Xxxxxx (the "Officer"). Avnet and the
Officer are collectively referred to in this Agreement as "the Parties".
WHEREAS, the Officer holds the position of Chairman and Chief Executive Officer
with the Company; and
WHEREAS, the Parties wish to provide for certain payments to the Officer in the
event of a Change of Control of the Company and the subsequent termination of
the Officer's employment without cause or the Constructive Termination of the
Officer's employment, as those capitalized terms are defined below;
NO, THEREFORE, the Parties agree as follows:
1. Definitions. (a) "Change of Control" means the happening of any of the
following events: (i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (A) the then
outstanding shares of common stock of the Company or (B) the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors; provided,
however, that the following transactions shall not constitute a Change of
Control under this subsection (i): (w) any transaction that is authorized
by the Board of Directors of the Company as constituted prior to the
effective date of the transaction, (x) any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a
conversation privilege), (y) any acquisition by the Company, or (z) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company; or (ii)
individuals who, as of the effective date hereof, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the effective date hereof
whose election, or nomination for election by the Company's stockholders,
was approved by a vote of at least a majority of the directors then
comprising the 11 12 Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as
a result of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by
or ion behalf of a Person other than the Board; or (iii) Approval by the
stockholders of the Company of a complete liquidation or dissolution of
the Company or the sale or other disposition of all or substantially all
of the assets of the Company. (b)"Constructive Termination" means the
happening of any of the following events: (i) a material diminution of
Officer's responsibilities, including, without limitation, title and
reporting relationship; (ii) relocation of the Officer's office greater
than 50 miles from its location as of the effective date of this Agreement
without the consent of the Officer, (iii) a material reduction in
Officer's compensation and benefits. (c) The "Exchange Act" shall mean the
1934 Securities Exchange Act, as amended.
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2. Constructive Termination or Termination after Change of Control. If,
within 24 months following a Change of Control, the Company or its
successor termites Officer's employment without cause or by Constructive
Termination, Officer will be paid, in lieu of any other rights under any
employment agreement between the Officer and the Company, in a lump sum
payment, an amount equal to 2.99 times the sum of (i) the Officer's annual
salary for the year in which such termination occurs and (ii) the
Officer's incentive compensation equal to the average of such incentive
compensation for the highest two of the last five full fiscal years. All
unvested stock options shall accelerate and vest in accordance with the
early vesting provisions under the applicable stock option plans and all
incentive stock program shares allocated but not yet delivered will be
accelerated so as to be immediately deliverable. Officer shall receive his
or her accrued and unpaid salary and any accrued and unpaid pro rata bonus
(assuming target payout) through the date of termination, and Officer will
continue to participate in the medical, dental, life, disability and
automobile benefits in which Officer is then participating for a period of
two years from the date of termination.
3. Excise Taxes. In the event that Officer is deemed to have received an
excess parachute payment (as such term is defined in Section 280G(b) of
the Internal Revenue Code of 1986, as amended (the "Cod")) that is subject
to excise taxes ("Excise Taxes") imposed by Section 4999 of the Code with
respect to compensation paid to Officer pursuant to this Agreement, the
Company shall make an additional payment equal to the sum of (i) all
Excise Taxes payable by Officer plus (ii) any additional Excise Tax or
federal or state income taxes imposed with respect to such payments.
4. Miscellaneous. This Agreement modifies any employment agreement between
Officer and the Company only with respect to such terms and conditions
that are specifically addressed in this Agreement. All other provisions of
any employment agreement between the Company and Officer shall remain in
full force and effect.
AVNET, INC.
By: /s/ Xxx Xxxxxx
-------------------------------------
Xxx Xxxxxx
Chairman & CEO
Officer
/s/ Xxxxxx Xxxxxx
------------------------------------------
Xxxxxx Xxxxxx
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