EXHIBIT 10.2
March 30, 2006
Xxxxxxxx X. Xxxxx
00000 Xxxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxx:
As part of our offer of employment to you for the position of Senior Vice
President of Human Resources, your status will be that of an at-will employee of
Xxxxxxx Bedding Company. However, we are offering you, among other things, the
ability to earn one year of severance benefits should your employment with us be
terminated other than for Cause (as defined below) after six (6) months of
continuous employment. The specific details of this letter agreement
("Agreement") are outlined below. It is important for you to read this in detail
and understand it before you sign it. We also encourage you to consult with an
attorney (at your own expense) before signing this Agreement, to the extent you
deem appropriate. Do not hesitate to ask questions.
1. CONSIDERATION. THIS AGREEMENT IS MADE BETWEEN XXXXXXXX X. XXXXX (THE
"EMPLOYEE" OR "YOU") AND XXXXXXX COMPANY (p/k/a THL BEDDING HOLDING COMPANY), A
DELAWARE CORPORATION, ("HOLDINGS"), AND XXXXXXX BEDDING COMPANY, (p/k/a XXXXXXX
COMPANY), A DELAWARE CORPORATION, ALONG WITH ITS SUBSIDIARIES, PARENTS, JOINT
VENTURES, AFFILIATED ENTITIES, AND INCLUDES ITS SUCCESSORS AND ASSIGNS OR ANY
SUCH RELATED ENTITIES (THE "COMPANY"). IN CONSIDERATION OF CONTINUED EMPLOYMENT
AND FUTURE WAGES AND EMPLOYMENT BENEFITS TO YOU, PAYMENT OF WHICH DURING THE
PERIOD OF YOUR EMPLOYMENT IS A CONDITION OF THIS AGREEMENT, AND IN CONSIDERATION
OF THE PROMISES AND COVENANTS CONTAINED HEREIN AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH CONSIDERATION ARE HEREBY
ACKNOWLEDGED, YOU AGREE AS FOLLOWS:
2. Severance Benefits.
a. Discharge other than for Cause. If you have been continuously employed
by the Company for at least six (6) months and your employment is terminated by
the Company other than for "Cause," as defined in Section 2.b. below, you shall
continue to receive your regular annual base salary in effect on the date of
termination, excluding bonus(es) and any other compensation, paid at regular
payroll intervals for twelve (12) months following the termination date, less
applicable withholdings ("Severance Pay"); provided, however, should you violate
any provision of this Agreement, including and especially Section 3, you shall
not be entitled to any Severance Pay, and the Company shall be entitled to cease
such payments. Further, you will only receive Severance Pay under this Section
if you sign a general release form furnished by the Company, such release to be
provided to you at the time you are notified of the termination. That form may
include any provision customary in formal settlement agreements and general
releases, to the fullest extent lawful, including such things as: your release
of the Company and all conceivably related persons, entities or affiliates, from
all known and unknown claims; your covenant never in the future to pursue any
released claim; and your promise never to seek employment with the Company in
the future. You acknowledge and agree that Severance Pay under this Section made
on normal pay dates shall not be construed as an extension of employment.
b. Discharge for Cause. If the Company terminates your employment for
Cause at any time as set forth herein, you shall not receive any of the benefits
set forth in Section 2.a. above. As used herein, "Cause" shall mean the
Company's good-faith belief at the time of the termination of:
(a) any failure and/or refusal by you to follow the Company's
reasonable and lawful directions or any failure and/or refusal by you to perform
your essential duties (other than by reason of physical or mental illness,
injury, or condition);
(b) any failure and/or refusal by you to comply with Company
policies; or
(c) your engaging in any conduct that is or may be dishonest,
unlawful or disreputable, or is to the possible detriment of the Company or your
own reputation.
c. Termination by the Employee. In the event that you terminate your
employment with the Company for any reason at any time, you shall not receive
any of the benefits set forth in Section 2.a.
d. Termination by Change of Control. If your employment is terminated by
the Company during the first six (6) months of your employment due to a change
in control of the Company, you shall be entitled to the Severance Pay defined in
Section 2.a., subject to the conditions set forth therein.
e. All Terminations. Notwithstanding anything else set forth above in this
Section 2, you shall be bound by the restrictive covenant obligations pursuant
to Section 3 upon termination of your employment with the Company, regardless of
whether the Company or you terminated your employment or whether the termination
was for Cause or other than for Cause.
3. Restrictive Covenants.
a. Definitions:
(1) "Business of the Company" means the highly competitive business
of developing, manufacturing, marketing, distributing, and/or selling sleep
products, including mattresses, foundations, changing pads and covers, and
bedding components for the same.
(2) "Competitive Business(es)" include any firm, partnership, joint
venture, corporation and/or any other entity and/or person, including but not
limited to Sealy Corporation, Serta International, Spring Air Company, Select
Comfort Corporation, Tempur-Pedic International, Inc., King Koil Licensing
Company, Inc., and/or any licensee of such entity, that develops, manufactures,
markets, distributes, and/or sells any of the sleep products described in
Section 3.a.(1).
(3) Your "Job Duties" are those duties described in Exhibit A,
attached hereto, as well as those duties as may from time-to-time reasonably be
prescribed by the Company during the period of your employment with the Company.
(4) "Customers" means any firm, partnership, corporation and/or any
other entity and/or person that purchased or purchases from the Company any of
the sleep products described in Section 3.a.(1).
(5) "Customer Prospects" means any firm, partnership, corporation
and/or any other entity and/or person reasonably expected by the Company to
purchase from the Company any of the sleep products described in Section
3.a.(1).
(6) "Vendors" means any individual and/or entity that provided goods
and services to the Company.
(7) "Material Contact" means personal contact or the supervision of
the efforts of those who have direct personal contact with a Customers, Customer
Prospects, or Vendors in an effort to initiate or further a business
relationship between the Company and such Customers, Customer Prospects, or
Vendors.
(8) "Confidential Information" means information about the Company
and its Customers, Customer Prospects, and/or Vendors that is not generally
known outside of the Company, which you will learn of in connection with your
employment with the Company. Confidential Information may include, without
limitation: (1) the terms of this Agreement, except as necessary to inform a
subsequent employer of the restrictive covenants contained herein and/or your
attorney, spouse, or professional tax advisor and, even as to such a person,
only if the person agrees to honor this confidentiality requirement; (2) the
Company's business policies, finances, and business plans; (3) the Company's
financial projections, including but not limited to, annual sales forecasts and
targets and any computation(s) of the market share of Customers and/or Customer
Prospects; (4) sales information relating to the Company's product roll-outs;
(5) customized software, marketing tools, and/or supplies that you may be
provided access to by the Company and/or may create; (6) the identity of the
Company's Customers, Customer Prospects, and/or Vendors (including names,
addresses, and telephone numbers of Customers, Customer Prospects, and/or
Vendors); (7) any list(s) of the Company's Customers, Customer Prospects, and/or
Vendors; (8) the account terms and pricing upon which the Company obtains
products and services from its Vendors; (9) the account terms and pricing of
sales contracts between the Company and its Customers; (10) the proposed account
terms and pricing of sales contracts between the Company and its Customer
Prospects; (11) the names and addresses of the Company's employees and other
business contacts of the Company; and (12) the techniques, methods, and
strategies by which the Company develops, manufactures, markets, distributes,
and/or sells any of the sleep products described in Section 3.a.(1).
(9) "Trade Secrets" means Confidential Information which meets the
additional requirements of the Delaware Uniform Trade Secrets Act ("DUTSA"), 6
DEL. CODE XXX. Sections 2001-2011, and/or under any other applicable law.
(10) "Proprietary Rights" means any and all inventions, discoveries,
developments, methods, processes, compositions, works, supplier and customer
lists (including information relating to the generation and updating thereof),
concepts, and ideas (whether or not
patentable or copyrightable) conceived, made, developed, created, or reduced to
practice by you (whether at the request or suggestion of the Company or
otherwise, whether alone or in conjunction with others, and whether during
regular hours of work or otherwise) prior to or during your employment, which
may be directly or indirectly useful in, or related to, the Business of the
Company or any business or products contemplated by the Company while you were
or are an employee, officer, or director of the Company.
b. You agree that your work for the Company will bring you into close
contact with many of the Company's Customers, Customer Prospects, Vendors, Trade
Secrets, and Confidential Information. You further agree that the covenants in
this Section 3 are reasonable and necessary to protect the Company's legitimate
business interests and its Customer, Customer Prospect, and/or Vendor
relationships, Trade Secrets, and Confidential Information.
c. You agree to faithfully perform the duties assigned to you and will not
engage in any other employment or business activity while employed by the
Company that might interfere with your full-time performance of your duties for
the Company or cause a conflict of interest. You agree to abide by all of the
Company's policies and procedures, which may be amended from time-to-time.
d. You agree that, due to your position, your engaging in any activity
that may breach this Agreement will cause the Company great, immediate, and
irreparable harm.
e. Duty of Confidentiality. You agree that during your employment with the
Company and for a period of five (5) years following the termination of such
employment for any reason, you shall not directly or indirectly divulge or make
use of any Confidential Information outside of your employment with the Company
(so long as the information remains confidential) without the prior written
consent of the Company. You shall not directly or indirectly misappropriate,
divulge, or make use of Trade Secrets for an indefinite period of time, so long
as the information remains a Trade Secret as defined by the DUTSA and/or any
other applicable law. You further agree that if you are questioned about
information subject to this agreement by anyone not authorized to receive such
information, you will notify the Company's General Counsel within 24 hours. You
acknowledge that applicable law may impose longer duties of non-disclosure,
especially for Trade Secrets, and that such longer periods are not shortened by
this Agreement.
f. Return of Confidential Information And Company Property. You agree to
return all Confidential Information and/or Trade Secrets within three (3)
calendar days following the termination of your employment for any reason. To
the extent you maintain Confidential Information and/or Trade Secrets in
electronic form on any computers or other electronic devices owned by you, you
agree to irretrievably delete all such information and to confirm the fact of
deletion in writing within three (3) calendar days following termination of
employment with the Company for any reason. You also agree to return all
property in your possession at the time of the termination of the employment
with the Company, including but not limited to all documents, records, tapes,
and other media of every kind and description relating to the Business of the
Company and its Customers, Customer Prospects, and/or Vendors, and any copies,
in whole or in part, whether or not prepared by you, all of which shall remain
the sole and exclusive property of the Company.
g. Proprietary Rights. Proprietary Rights shall be promptly and
fully disclosed by you to the Company's General Counsel and shall be the
exclusive property of the Company as against you and your successors, heirs,
devisees, legatees and assigns. You hereby assign to the Company your entire
right, title, and interest therein and shall promptly deliver to the Company all
papers, drawings, models, data, and other material relating to any of the
foregoing Proprietary Rights conceived, made, developed, created or reduced to
practice by you as aforesaid. All copyrightable Proprietary Rights shall be
considered "works made for hire." You shall, upon the Company's request and at
its expense, execute any documents necessary or advisable in the opinion of the
Company's counsel to assign, and confirm the Company's title in the foregoing
Proprietary Rights and to direct issuance of patents or copyrights to the
Company with respect to such Proprietary Rights as are the Company's exclusive
property as against you and your successors, heirs, devisees, legatees and
assigns under this Section 3.g. or to vest in the Company title to such
Proprietary Rights as against you and your successors, heirs, devisees, legatees
and assigns, the expense of securing any such patent or copyright, however, to
be borne by the Company.
h. Non-Competition. You covenant and agree that, during the term of your
employment with the Company and for twelve (12) months after the termination
thereof, regardless of the reason for the employment termination, you will not,
directly or indirectly, anywhere in the Continental United States, on behalf of
any Competitive Business perform the same or substantially the same Job Duties.
i. Non-Solicitation of Customers, Customer Prospects, and Vendors. You
also covenant and agree that during the term of your employment with the Company
and for twelve (12) months after the termination thereof, regardless of the
reason for the employment termination, you will not, directly or indirectly,
solicit or attempt to solicit any business from any of the Company's Customers,
Customer Prospects, and/or Vendors with whom you had Material Contact during the
last two (2) years of your employment with the Company.
j. Non-Solicitation of Employees. You also covenant and agree that during
the term of your employment with the Company and for twelve (12) months after
the termination thereof, regardless of the reason for the employment
termination, you will not, directly or indirectly, on your own behalf or on
behalf of or in conjunction with any person or legal entity, recruit, solicit,
or induce, or attempt to recruit, solicit, or induce, any non-clerical employee
of the Company with whom you had personal contact or supervised while performing
your Job Duties, to terminate their employment relationship with the Company.
k. False Claims Representations, Cooperation and Promises. You also agree
to disclose to the Company any information you learn concerning any conduct
involving the Company that you have any reason to believe may be unlawful. You
promise to cooperate fully with the Company during and after your employment
with the Company in any investigation the Company undertakes into matters
occurring during your employment with Company. You agree that, as and when
requested by the Company whether during or after your employment with the
Company, you will fully cooperate with Company in effecting a smooth transition
of your responsibilities to others. If requested by the Company, you will
promptly and fully respond to all inquiries from the Company and its
representatives relating to any claims or lawsuits which
relate to matters which occurred during your employment with the Company. If you
are contacted as a potential witness to any claim or in any litigation at any
time, you will notify Company of any such contact or request within one (1) day
after learning of it and will permit the Company to take all steps it deems to
be appropriate, if any, to prevent your involvement, or to be present during any
such discussions. This Section does not prohibit your participation as a witness
to the extent otherwise legally required but does require that you provide
Company with notice and the opportunity to object and/or participate.
4. At-Will Status. You acknowledge and agree that nothing in this Agreement is a
guarantee or assurance of employment for any specific period of time. Rather,
you understand that you are an at-will employee and that the Company may
terminate your employment at any time for any reason. You are similarly free to
resign at any time for any reason. You also expressly understand that the terms
and conditions in Section 2 above do not guarantee employment for any specific
period of time or otherwise alter your at-will employment status, but are solely
included to set forth amounts and benefits potentially available to you at the
termination of your employment.
5. Governing Law and Remedies. In addition to any other remedies at law or in
equity it may have, each party shall be entitled to seek equitable relief,
including injunctive relief and specific performance, in connection with a
breach of the provisions of this Agreement. The Company and you acknowledge and
agree that they are bound by their arbitration obligations under Exhibit B
attached hereto, which the Company and you also hereby agree to execute
contemporaneously and is an integral part of this Agreement. The Company and you
agree and acknowledge that all provisions of this Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware exclusively
and without reference to principles of conflict of laws; provided, however, the
Federal Arbitration Act ("FAA") will supersede state laws to the extent
inconsistent. The Arbitrator(s) shall have no authority to apply the law of any
other jurisdiction.
/s/ KAS
-------------
YOUR INITIALS TO ACKNOWLEDGE AGREEMENT TO GOVERNING LAW AND REMEDIES
PROVISION IN SECTION 5.
6. Construction of Agreement. The covenants contained herein shall be presumed
to be enforceable, and any reading causing unenforceability shall yield to a
construction permitting enforcement. If any single covenant or clause shall be
found unenforceable, it shall be severed and the remaining covenants and clauses
shall be enforced in accordance with the tenor of the Agreement. In the event
the Arbitrator(s) should determine not to enforce a covenant as written due to
overbreadth, the parties specifically agree that said covenant shall be modified
and enforced to the extent reasonable, whether said modifications are in time,
territory, or scope of prohibited activities.
7. Entire Agreement. This Agreement, which includes Exhibits A and B, represents
the entire understanding between the Company, Holdings, and you on the matters
addressed herein and may not be modified, changed or altered by any promise or
statement by the Company or Holdings other than in writing signed by you and an
authorized representative of Company and Holdings. This Agreement supersedes any
and all prior agreement(s) between the Company
and/or Holdings and you, if any so exist, to the extent the terms of such
agreement(s) conflict with this Agreement. Otherwise, this Agreement supplements
such agreement(s). The waiver by the Company and/or Holdings of a breach of any
provision of this Agreement by any employee shall not be construed as a waiver
of rights with respect to any subsequent breach by you.
By initialing each page, signing below, and returning this Agreement to me, you
acknowledge and accept the terms and conditions outlined above.
Very truly yours,
XXXXXXX COMPANY
XXXXXXX BEDDING COMPANY
Xxxxxxx X. Xxxxxxxxx
Executive Vice President and
Chief Financial Officer
YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE PROVISIONS OF
THIS AGREEMENT, AND UNDERSTAND THAT YOU HAVE THE RIGHT TO SEEK INDEPENDENT
ADVICE AT YOUR EXPENSE OR TO PROPOSE MODIFICATIONS PRIOR TO SIGNING THE
AGREEMENT AND HAVE NEGOTIATED PROPOSED MODIFICATIONS TO THE EXTENT YOU DEEMED
NECESSARY. NOTHING CONTAINED IN THIS AGREEMENT CREATES A CONTRACTUAL RIGHT TO A
CONTINUED EMPLOYMENT FOR A DEFINITE TERM. YOU REPRESENT AND WARRANT THAT YOU
HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND AFTER CONSULTING WITH
WHOMSOEVER YOU WISHED.
/s/ Xxxxxxxx X. Xxxxx
(Signature) ------------------------------
Xxxxxxxx X. Xxxxx
(Print Name) ______________________________
Date: _______________
Social Security #: _____________
EXHIBIT A - JOB DUTIES
Senior Vice President of Human Resources
The Employee's Job Duties include the following:
- Develop and implement the Company's strategic human resources plan.
- Conduct day-to-day management of all human resources functions.
- Provide advice regarding human resources decisions and initiatives
to management.
- Manage and develop technology in human resources programs and
develop techniques to enhance communications within the Company.
- Establish and emphasize Company employment standards and diversity
programs and implement them through staffing, training, and
recruiting efforts.
- Administer and improve the Company's performance management system,
ensuring the development of key managers and executives.
- Develop, maintain, interpret, and ensure uniform compliance of
corporate personnel policies, standards and procedures, as well as
training and development programs.
- Review, administer, and revise the Company's compensation and
benefits programs for all employment levels.
- Ensure the Company's compliance with all relevant federal and state
employment laws, representing the Company in relevant litigation
matters and managing the Company's labor relations, including
contract negotiations and grievances.
----------- Page i -----------
Initials Initials
(Employee) (Company)
EXHIBIT B - ARBITRATION CLAUSE
(1) IN CONSIDERATION OF THE BENEFITS DESCRIBED IN THE LETTER AGREEMENT
EXECUTED BY XXXXXXXX X. XXXXX (THE "EMPLOYEE" OR "YOU") AND XXXXXXX COMPANY
(P/K/A THL BEDDING HOLDING COMPANY), A DELAWARE CORPORATION, ("HOLDINGS"), AND
XXXXXXX BEDDING COMPANY, (P/K/A XXXXXXX COMPANY), A DELAWARE CORPORATION, ALONG
WITH ITS SUBSIDIARIES, PARENTS, JOINT VENTURES, AFFILIATED ENTITIES, AND
INCLUDES ITS SUCCESSORS AND ASSIGNS OR ANY SUCH RELATED ENTITIES (THE "COMPANY")
ON THE SAME DATE HERETO AND INTO WHICH THIS EXHIBIT B IS INCORPORATED,
("AGREEMENT"), THE PARTIES HEREBY AGREE THAT ANY CONTROVERSY OR CLAIM ARISING
UNDER FEDERAL, STATE AND LOCAL STATUTORY OR COMMON OR CONTRACT LAW BETWEEN THE
COMPANY AND/OR HOLDINGS AND YOU INVOLVING THE CONSTRUCTION OR APPLICATION OF ANY
OF THE TERMS, PROVISIONS, OR CONDITIONS OF THE AGREEMENT, INCLUDING, BUT NOT
LIMITED TO, BREACH OF CONTRACT, TORT, AND/OR FRAUD, MUST BE SUBMITTED TO
ARBITRATION ON THE WRITTEN REQUEST OF THE PARTIES SERVED ON THE OTHER.
ARBITRATION SHALL BE THE EXCLUSIVE FORUM FOR ANY SUCH CONTROVERSY. FOR EXAMPLE,
IF THE COMPANY AND YOU DISAGREE AS TO WHETHER THE COMPANY HAD CAUSE, AS DEFINED
BY THE AGREEMENT, TO TERMINATE YOUR EMPLOYMENT OR IF THE COMPANY AND YOU HAVE A
DISPUTE CONCERNING THE INTERPRETATION OR ENFORCEABILITY OF ONE OR MORE
RESTRICTIVE COVENANTS, THE PARTIES WILL RESOLVE THE DISPUTE EXCLUSIVELY THROUGH
ARBITRATION. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING ON THE
PARTIES.
(2) IF ANY CLAIM OR CAUSE OF ACTION AT LAW OR IN EQUITY IS FILED BY A
PARTY IN ANY STATE OR FEDERAL COURT WHICH RESULTS IN ARBITRATION BEING COMPELLED
AND/OR THE CLAIM OR CAUSE OF ACTION BEING DISMISSED, STAYED, AND/OR REMOVED TO
ARBITRATION PURSUANT TO THIS AGREEMENT, THE PARTY WHO INSTITUTED THE CLAIM OR
CAUSE OF ACTION IN STATE OR FEDERAL COURT, EITHER WHOLLY OR IN SUBSTANTIAL PART,
SHALL, AT THE DISCRETION OF THE ARBITRATOR(s), REIMBURSE THE RESPONDENT FOR ITS
REASONABLE ATTORNEYS' FEES, COSTS, AND NECESSARY DISBURSEMENTS TO THE EXTENT
PERMITTED BY LAW, IN ADDITION TO ANY OTHER RELIEF TO WHICH IT MAY BE ENTITLED,
RELATED TO THE STATE OR FEDERAL COURT CLAIM OR ACTION.
(3) Excluding the initial filing fee, which shall be borne by the
claimant, the cost of arbitration shall be borne by the Company, unless the
Arbitrator determines that any claim(s) brought by you was/were wholly frivolous
or fraudulent. If an arbitration or any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party,
either wholly or in substantial part, shall, at the discretion of the
Arbitrator, be entitled to its reasonable attorneys' fees, costs, and necessary
disbursements to the extent permitted by law, in addition to any other relief to
which it may be entitled.
(4) The parties hereby agree that all claims must be submitted to
arbitration administered by the American Arbitration Association's Southeast
Case Management Center in Atlanta, Georgia and the arbitration will be conducted
in Atlanta, Georgia.
(5) The arbitration shall comply with and be governed by the American
Arbitration Association's Commercial Arbitration Rules ("Rules") effective as of
the execution date below, to the extent such Rules are not contrary to the
express provisions of this Agreement. The parties also agree that the American
Arbitration Association Optional Rules for Emergency Measures of Protection
("Emergency Rules") shall apply to proceedings under this Agreement. The above
Rules and Emergency Rules can be found at the following page of the American
Arbitration Association's website, xxx.xxx.xxx:
xxxx://xxx.xxx.xxx/xx.xxx?xxx00000. You acknowledge that you should read these
Rules and Emergency Rules and that it is your responsibility to be familiar with
them prior to signing the Agreement. If you are unable to access the Rules
and/or Emergency Rules at the above website, you can request a copy of them from
a Company official prior to signing the Agreement.
(6) The parties agree and acknowledge that all provisions of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware exclusively and without reference to principles of conflict of
laws; provided, however, the Federal Arbitration Act ("FAA") will supersede
state laws to the extent inconsistent. Any claim(s) involving the construction
or application of this Agreement must be submitted to arbitration within the
statute of limitations period for such claim(s) under Delaware state law. The
Arbitrator(s) shall have no authority to apply the law of any other
jurisdiction.
(7) The dispute shall be heard and determined by one Arbitrator, unless
the parties mutually consent in writing signed by you and an authorized
representative of Company and/or Holdings to a panel of three (3) Arbitrators.
Unless the parties mutually consent otherwise, the parties agree and request
that the Arbitrator(s) issue a reasoned award in accordance with Commercial
Arbitration Rule R-42(b).
I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A
JURY TRIAL.
Executed this___________day of________________, 2006.
(day) (month)
THE EMPLOYEE XXXXXXX BEDDING COMPANY
XXXXXXX COMPANY
/s/ Xxxxxxxx X. Xxxxx By:___________________________
---------------------------------
(Print Name)_____________________ ______________________(title)
Social Security #: ______________
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