EXHIBIT 10.19
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
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May 11, 1999, between Integrated Circuit Systems, Inc., a Pennsylvania
corporation (the "Company") and Xxxx X. Xxx ("Executive").
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In consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties intending to be legally bound agree as follows:
1. Employment. The Company shall employ Executive, and Executive hereby
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accepts employment with the Company, upon the terms and conditions set forth in
this Agreement for the period beginning on the date hereof and ending as
provided in paragraph 5 hereof (the "Employment Period").
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2. Position and Duties.
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(a) During the Employment Period, Executive shall serve as the President
and Chief Executive Officer of the Company, subject to the overall direction and
authority of the Company's Board of Directors (the "Board").
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(b) Executive shall report to the Board, and Executive shall devote his
best efforts and his full business time and attention to the business and
affairs of the Company and its Subsidiaries; provided, however, that nothing in
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this Agreement (i) will in any way restrict Executive from serving as a director
of another company or engaging in charitable or civic activities that do not
unreasonably interfere with the performance of his duties hereunder (provided
that Executive shall not be entitled, without the consent of the Board, not to
be unreasonably withheld, to serve on more than two boards of directors of any
organization not affiliated with the Company) or (ii) will require Executive to
perform any duties or implement any policies which are illegal. During the term
of this Agreement, Executive shall be furnished with such office space,
secretarial assistance and other facilities (including computers, cellular
phones and cellular phone service) that are no less favorable to Executive than
those provided to Executive in the six-month period prior to the date hereof.
Executive will be entitled to perform his duties under this Agreement at the
Company's offices in Valley Forge, Pennsylvania or any other office within a
reasonable commuting distance of Executive's residence as of the date hereof
(with it being understood that Executive shall spend as much time as necessary
at the Company's offices in San Jose, California and other Company offices in
order to discharge his duties to the Company).
(c) For purposes of this Agreement, "Subsidiaries" shall mean any
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corporation, partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors thereof is at the time owned
or
controlled, directly or indirectly, by the Company or one or more of the other
Subsidiaries of the Company or a combination thereof, or (ii) if a partnership,
limited liability company, association or other business entity, a majority of
the partnership or other similar ownership interest thereof is at the time owned
or controlled, directly or indirectly, by the Company or one or more
Subsidiaries of the Company or a combination thereof. For purposes hereof, the
Company and its Subsidiaries shall be deemed to have a majority ownership
interest in a partnership, limited liability company, association or other
business entity if the Company and its Subsidiaries, on a collective basis,
shall be allocated a majority of partnership, limited liability company,
association or other business entity gains or losses or shall be or control the
managing director, managing member, manager or a general partner of such
partnership, limited liability company, association or other business entity.
3. Base Salary and Benefits.
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(a) During the Employment Period, Executive's base salary shall be
$250,000 per year (the "Base Salary"), which salary shall be payable in regular
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installments in accordance with the Company's general payroll practices and
shall be subject to required withholding. In addition, during the Employment
Period, Executive shall be entitled to participate in all of the Company's
employee benefit programs for which senior executive employees of the Company
and its Subsidiaries are generally eligible.
(b) The Company shall reimburse Executive for all out-of-pocket expenses
incurred by him in the course of performing his duties under this Agreement
which are consistent with the Company's policies in effect from time to time
with respect to travel, entertainment and other business expenses, subject to
the Company's requirements with respect to reporting and documentation of such
expenses.
(c) In addition to the Base Salary, Executive will be eligible to earn an
annual target bonus of up to 120% of the Base Salary to be based upon specific
bonus targets to be established on an annual basis by the Board. Such bonus
targets will generally focus on revenue growth and EBITDA growth.
4. Board Membership. With respect to all elections of directors during
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the Employment Period and until the consummation of a Sale of the Company or a
Public Offering, Xxxx Capital Fund VI, L.P. and its affiliates will nominate and
vote for (and will not seek removal of) Executive to serve as a member of the
Board. Upon termination of the Employment Period, Executive shall resign as a
director of the Company and its Subsidiaries, as the case may be. Capitalized
terms used but not otherwise defined in this paragraph 4 shall have the meanings
set forth in the Executive Stock Purchase Agreement, dated as of the date
hereof, by and between the Company and Executive.
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5. Term.
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(a) The Employment Period shall begin on the date hereof and shall
terminate (i) upon Executive's resignation (including for Good Reason), death or
Disability (as defined below), (ii) upon the termination by the Company without
Cause (as defined below) upon thirty (30) days written notice to Executive, and
(iii) upon the termination by the Company at any time with Cause.
(b) If the Employment Period is terminated by the Company without Cause or
the Executive resigns for Good Reason during the term of this Agreement, the
Company shall provide, and the Executive shall be entitled to receive, until the
later of (i) the third anniversary hereof, or (ii) the twelve (12) months
immediately following the termination of the Employment Period, the following
payments and benefits: (x) 125% of Executive's then current Base Salary, (y)
with respect to the period of time from the beginning of the fiscal year in
which termination occurs to the date of such termination, the bonus described in
Section 3(c) above if Executive would have otherwise been entitled to receive
such bonus had he not been terminated, it being understood that if the date of
such termination occurs prior to the last day of the fiscal year in respect of
which such bonus is awarded, then such bonus shall be prorated based upon the
number of days elapsed prior to Executive's date of termination, and (z) health
benefits currently being provided to Executive or otherwise comparable to those
provided by the Company to its senior executive employees. Any such amounts
payable under this Section 5(b) will be payable at such times as such amounts
would have been payable had Executive not been terminated. Notwithstanding
anything in this Agreement to the contrary, the Company shall have no obligation
to pay any amounts payable under this paragraph 5(b) during such times as
Executive is in material breach of any of paragraphs 6, 7 or 8 hereof. As a
condition to the Company's obligations (if any) to make severance payments
pursuant to this paragraph 5(b), Executive will execute and deliver a general
release in form and substance satisfactory to the Company.
(c) If the Employment Period is terminated by the Company for Cause or is
terminated pursuant to clause (a)(i) above (other than by Executive for
resignation for Good Reason), Executive shall be entitled to receive his Base
Salary through the date of termination.
(d) Except as otherwise provided above, all of Executive's rights to
fringe benefits and bonuses hereunder (if any) which accrue or become payable
after the termination of the Employment Period shall cease upon such
termination. The Company may offset any amounts Executive owes it or its
Subsidiaries against any amounts it owes Executive hereunder.
(e) For purposes of this Agreement, "Disability" shall mean any physical
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or mental incapacitation which results in Executive's inability to perform his
duties and responsibilities for the Company for a total of 120 days during any
twelve-month period, as determined by the Board in its good faith judgment.
(f) For purposes of this Agreement, "Cause" shall mean (i) the commission
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of a felony, (ii) or any other act or omission involving fraud with respect to
the Company or any of its
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Subsidiaries or any of their directors or shareholders, (iii) any material act
or omission involving dishonesty having an adverse effect on the Company or any
of its Subsidiaries or any of their directors or shareholders, (iv) gross
negligence or willful misconduct with respect to the Company or any of its
Subsidiaries or substantial failure (other than by reason of illness or
incapacity) to otherwise perform duties as reasonably directed, in any such case
described in this clause (iv) for thirty days after written notice from the
Board and an opportunity to cure, or (v) any other material breach of this
Agreement.
(g) For purposes of this Agreement, "Good Reason" shall mean without
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Executive's consent, (i) a material reduction in Executive's status, title,
position, scope of duties, authority or responsibilities or material and
permanent assignment of duties and responsibilities to Executive which are
inconsistent with or additional to the duties and responsibilities generally
assigned to a chief executive officer, (ii) during such time as Executive serves
as Chief Executive Officer, removal from the Board other than in connection with
termination for Cause, or death or Disability of Executive, (iii) a reduction
(other than a reduction applicable to executive employees of the Company
generally) in Executive's Base Salary or maximum annual target bonus percentage
set forth in Section 3(c), (iv) a requirement by the Company that the Executive
relocate his principal residence or, subject to compliance with the last
sentence of Section 2(b), a requirement by the Company that the Executive
perform duties which would make continuation of his current residence
unreasonably difficult, (v) the failure to pay to Executive when due his Base
Salary or target bonus within 15 days after written demand therefor by
Executive, (vi) the adverse and substantial alteration in the nature or quality
of the office space within which Executive performs his duties or the
secretaries or administrative support provided to Executive, or (vii) the
failure by the Company to obtain an agreement from any successor or assign of
the Company to assume and agree to perform this Agreement.
6. Confidential Information. Executive acknowledges that the information,
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observations and data (including without limitation trade secrets, know-how,
research and product plans, customer lists, software, inventions, processes,
formulas, technology, designs, drawings, specifications, marketing and
advertising materials, distribution and sales methods and systems, sales and
profit figures and other technical or business information) disclosed or
otherwise revealed to him, or discovered or otherwise obtained by him, directly
or indirectly, while employed by the Company and its Subsidiaries concerning the
business or affairs of the Company or any of its Subsidiaries ("Confidential
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Information") are the property of the Company or such Subsidiary. Therefore,
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Executive agrees that, except as required by applicable law (in which case
Executive shall disclose the minimum amount required to be disclosed by
applicable law and shall consult with the Company to the maximum extent
practicable in developing such disclosure), he shall not disclose to any
unauthorized person or use for his own purposes (other than in his capacity as
an employee or director of the Company) any Confidential Information without the
prior written consent of the Board, unless and to the extent that the
aforementioned matters become generally known to and available for use by the
public other than as a result of Executive's or any other senior or junior
management employee's acts or omissions. Executive shall deliver to the Company
at the termination of the Employment Period, or at any other time the Company
may request, all memoran-
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da, notes, plans, records, reports, computer tapes, printouts and software and
other documents and data (and copies thereof) relating to the Confidential
Information, Work Product (as defined below) or the business of the Company or
any Subsidiary which he may then possess or have under his control. Executive
further agrees that he will not, during the Employment Period, improperly use or
disclose any proprietary or confidential information or trade secrets of any
former employer or other person or entity with which he has an agreement or duty
to keep such information or trade secrets in confidence, if any, and that he
will not bring onto the premises of the Company or any Subsidiary any
unpublished document or proprietary information belonging to any such employer,
person or entity unless consented to in writing by such employer, person or
entity.
7. Inventions and Intellectual Property Rights.
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(a) Executive agrees that he will promptly make full written disclosure to
the Board and will hold in trust for the sole right and benefit of the Company
and its Subsidiaries, and Executive hereby assigns to the Company or its
designee, his entire right, title and interest in and to, any and all
inventions, innovations, improvements, original works of authorship,
developments, concepts, methods, trade secrets, designs, analyses, drawings,
reports and all similar or related information (whether or not patentable or
registrable under copyright or similar laws) which are solely or jointly
conceived, developed, made or reduced to practice, or caused to be conceived,
developed, made or reduced to practice, by Executive while employed by the
Company or its Subsidiaries (collectively "Work Product"); provided, however,
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that Executive shall not be required to assign to the Company Work Product that
he may develop entirely on his own time without using the Company's or any
Subsidiary's equipment, supplies, facilities or Confidential Information, except
for Work Product which either (i) relate at the time of their conception or
reduction to practice to the Company's business, or actual or demonstrably
anticipated research or development of the Company, or (ii) result from any work
performed by Executive for the Company. Executive acknowledges that any
original works of authorship which are made by him (solely or jointly with
others) within the scope of his employment and which are protectable by
copyright are "works made for hire," as that term is defined in the United
States Copyright Act.
(b) Executive represents to the Company that there are no inventions,
original works of authorship, developments, improvements or trade secrets which
were made by him prior to his employment with the Company or any Subsidiary,
which are owned by him or in which he has an interest, which may relate to the
Company's or its Subsidiaries' proposed business, products or research and
development and which are not assigned to the Company hereunder.
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(c) Executive agrees to assist the Company, or its designee, at the
Company's expense, during the Employment Period or thereafter, in every proper
way to secure the Company's rights in the Work Product and any copyrights,
patents, mask work rights or other intellectual property rights relating thereto
in any and all countries, including the disclosure to the Company of all
pertinent information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments, powers of attorney and all
other instruments which the Company shall deem necessary or appropriate in order
to apply for and obtain such rights and in order to assign and convey to the
Company, its successors, assigns and nominees the sole and exclusive rights,
title and interest in and to such Work Product, and any copyrights, patents,
mask work right or other intellectual property rights relating thereto.
8. Non-Compete, Non-Solicitation.
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(a) In further consideration of the compensation to be paid to Executive
hereunder, Executive acknowledges that in the course of his employment with the
Company he shall become familiar and during his employment with the Company
prior to the date hereof he has become familiar with the Company's trade secrets
and with other Confidential Information and Work Product concerning the Company
and its Subsidiaries and that his services have been and shall be of special,
unique and extraordinary value to the Company and its Subsidiaries. Therefore,
Executive agrees that during the period beginning on the Closing Date and ending
on the second anniversary of the termination of the Employment Period (the
"Noncompete Period"), he shall not, directly or indirectly, either for himself
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or for any other person, partnership, corporation or company, own, manage,
control, participate in, consult with, render services for, permit his name to
be used or in any other manner engage in any business or enterprise which
manufactures, designs, produces or sells products which compete with products
that the Company currently produces or is in the process of developing anywhere
in the world where the Company currently conducts its business. For purposes of
this Agreement, the term "participate" includes any direct or indirect interest
in any enterprise, whether as an officer, director, employee, partner, sole
proprietor, agent, representative, independent contractor, Executive,
franchisor, franchisee, creditor, owner or otherwise; provided that the
foregoing activities shall not include passive ownership of less than 2% of the
stock of a publicly-held corporation whose stock is traded on a national
securities exchange or in the over-the-counter market or serving on the board of
directors of any organization that does not compete with the Company or its
Subsidiaries. Executive agrees that this covenant is reasonable with respect to
its duration, geographical area and scope.
(b) During the Noncompete Period, Executive shall not directly or
indirectly through another entity (i) induce or attempt to induce any employee
of the Company or any Subsidiary to leave the employ of the Company or such
Subsidiary (other than by mass advertising to the general public, including by
newspaper or internet, but not including any solicitation by phone), (ii) hire
or employ any person who was an employee of the Company or any Subsidiary at any
time during the Employment Period to perform services described in paragraph
8(a), (iii) call on, solicit, or service any customer, supplier, licensee,
licensor or other business relation or prospective client of the Company or any
Subsidiary with respect to products and/or services that have been provided by
the
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Company, are currently being provided by the Company or which the Company is
currently in the process of developing, or (iv) induce or attempt to induce any
customer, supplier, licensee, licensor or other business relation of the Company
or any of its Subsidiaries to cease doing business with the Company or such
Subsidiary.
(c) Executive acknowledges that, in the course of his employment with the
Company and its Affiliates, he has and will become familiar with the
Confidential Information and Work Product of the Company and its Subsidiaries.
Executive further acknowledges that the scope of the business of the Company and
its Subsidiaries is independent of location (such that it is not practical to
limit the restrictions contained in this paragraph 8 to a specified county,
city, or part thereof) and that, therefore, as the President and Chief Executive
Officer of the Company, Executive has and will have direct or indirect
responsibility, oversight or duties with respect to all of the businesses of the
Company and its Subsidiaries and its and their current and prospective
employees, vendors, customers, clients and other business relations, and that,
accordingly, the geographical restriction contained in this paragraph 8 is
reasonable in all respects and necessary to protect the goodwill and
Confidential Information and Work Product of the Company and its Subsidiaries
and that, without such protection, the Company's and its Subsidiaries' customer
and client relations and competitive advantage would be materially adversely
effected. It is specifically recognized by Executive that his services to the
Company and its Subsidiaries are special, unique, and of extraordinary value,
that the Company and its Subsidiaries has a protectable interest in prohibiting
Executive as provided in this paragraph 8, that Executive is primarily
responsible for the growth and development of the Company and its Subsidiaries
and the creation and preservation of their goodwill, and that money damages are
insufficient to protect such interests, that such prohibitions would be
necessary and appropriate without regard to payments being made to Executive
hereunder, and that the Company would not enter this Agreement with Executive
and the merger contemplated by the Agreement and Plan of Merger executed by the
Company on January 20, 1999 would not have been consummated without the
restrictions contained in this paragraph 8. Executive further acknowledges that
the restrictions contained in this paragraph 8 do not impose an undue hardship
on him and, since he has general business skills which may be used in industries
other than that in which each of the Company and its Subsidiaries conduct their
business and do not deprive Executive of his livelihood. Executive agrees that
the covenants made in paragraphs 8(a) and 8(b) shall be construed as agreements
independent of any other provision(s) of this Agreement and shall survive any
order of a court of competent jurisdiction terminating any other provision(s) of
this Agreement.
9. Enforcement. If, at the time of enforcement of paragraph 6, 7 or 8 of
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this Agreement, a court holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area. Because
Executive's services are unique and because Executive has access to Confidential
Information and Work Product, and for the other reasons set forth herein, the
parties hereto agree that money damages would not be an adequate remedy for any
breach of this Agreement. Therefore, in the event a breach or threatened breach
of any of paragraphs 6, 7 or 8 of this Agreement that is continuing, the Company
or its successors or assigns may, in addition to other rights and remedies
existing in their favor, apply to
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any court of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce, or prevent any violations of, the
provisions hereof (without posting a bond or other security). In addition, in
the event of a breach or violation by Executive of paragraph 8, the Noncompete
Period shall be tolled until such breach or violation has been duly cured.
Executive agrees that the restrictions contained in paragraph 8 are reasonable.
10. Other Businesses. Except as expressly provided for herein, as long as
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Executive is employed by the Company or any of its Subsidiaries, Executive
agrees that he will not, except with the express written consent of the Board,
become engaged in, or render services for, any business other than the business
of the Company, any of its Subsidiaries or any corporation, partnership or other
entity in which the Company or any of its Subsidiaries has an equity interest.
11. Executive's Representations. Executive hereby represents and warrants
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to the Company that (i) the execution, delivery and performance of this
Agreement by Executive do not and will not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Executive is a party or by which he is bound, (ii) Executive is
not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity and (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Executive, enforceable in accordance with
its terms. Executive hereby acknowledges and represents that he has consulted
with independent legal counsel regarding his rights and obligations under this
Agreement and that he fully understands the terms and conditions contained
herein.
12. Survival. Paragraphs 6, 7 and 8 shall survive and continue in full
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force in accordance with their terms notwithstanding any termination of the
Employment Period.
13. Notices. Any notice provided for in this Agreement shall be in writing
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and shall be either personally delivered, mailed by first class mail (return
receipt requested), or sent by overnight courier service, to the recipient at
the address indicated below:
Notices to Executive:
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Xxxx X. Xxx
0000 Xxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
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Notices to the Company:
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Integrated Circuit Systems, Inc.
0000 Xxxxxxxxx xx xxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000
Attn: Chairman of the Board
With a copy to:
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Xxxxxx Xxxxxxxx LLP
3000 Two Xxxxx Square
00/xx/ xxx Xxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx
and
Xxxx Capital, Inc.
Two Xxxxxx Place
Boston, Massachusetts 02116
Attn: Xxxxx Xxxxxxx
Xxxxxxx Xxxxxx
Yoo Xxx Xxx
and
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, P.C.
Xxxxxxx Xxxxxxx
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or mailed.
14. Severability. Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in
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such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
15. Complete Agreement. This Agreement, those documents expressly referred
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to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
16. No Strict Construction. The language used in this Agreement shall be
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deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any party.
17. Counterparts. This Agreement may be executed in separate counterparts,
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each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
18. Successors and Assigns. This Agreement is intended to bind and inure
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to the benefit of and be enforceable by Executive, the Company and their
respective heirs, successors and assigns, except that Executive may not assign
his rights or delegate his obligations hereunder without the prior written
consent of the Company.
19. Choice of Law. All issues and questions concerning the construction,
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validity, enforcement and interpretation of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Pennsylvania, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the Commonwealth of
Pennsylvania or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the Commonwealth of Pennsylvania.
20. Amendment and Waiver. The provisions of this Agreement may be amended
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or waived only with the prior written consent of the Company (with Board
approval) and Executive, and no course of conduct or failure or delay in
enforcing the provisions of this Agreement shall affect the validity, binding
effect or enforceability of this Agreement.
21. Dispute Resolution. Other than with respect to suits for injunctive or
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other equitable relief, any dispute under this Agreement shall be resolved by
instituting, after thirty (30) days written notice to the other party, an
arbitration to be conducted in Philadelphia, Pennsylvania in accordance with the
Commercial Arbitration Rules (except as modified below) of the American
Arbitration Association and with the Expedited Procedures thereof (collectively,
the "Rules"). Each of the parties hereto agrees that such arbitration shall be
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conducted by a panel of three arbitrators, one of whom is selected by the
Company, one of whom is selected by the Executive and one of whom is mutually
agreeable to both parties; provided that such arbitrators shall each be a
retired judge or other qualified person who is experienced in deciding cases
concerning the matter which is the subject of the dispute.
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Each of the parties agrees that in any such arbitration that pre-arbitration
discovery shall be limited to the greatest extent provided by the Rules, that
the award shall be made in writing no more than 30 days following the end of the
proceeding, that the arbitration shall not be conducted as a class action, that
the arbitration award shall not include factual findings or conclusions of law,
that no punitive damages shall be awarded, and that all facts and circumstances
relating to such arbitration, including without limitation the existence of the
dispute and the ultimate resolution, shall be kept confidential. Any award
rendered by the arbitrators shall be final, binding and sole and exclusive with
respect to the subject matter thereof and judgment may be entered on it in any
court of competent jurisdiction. The losing party shall pay the fees and
expenses of both parties and the arbitrators. Notwithstanding the provisions of
this Section 21, nothing herein shall be construed in such a manner as to
prevent the Company from terminating Executive in accordance with the terms of
this Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
INTEGRATED CIRCUIT SYSTEMS, INC.
By: /s/ illegible signature
---------------------------------
Name:
Its:
/s/ Xxxx X. Xxx
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XXXX X. XXX
with respect to paragraph 4 only:
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XXXX CAPITAL FUND VI, L.P.
By: Xxxx Capital Partners VI, L.P.
Its: General Partner
By: Xxxx Capital Investors VI, Inc.
Its: General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Its: Managing Director
