SECOND AMENDED & RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1
SECOND AMENDED & RESTATED EMPLOYMENT AGREEMENT


This Second Amended & Restated Employment Agreement (this “Agreement”) is entered into as of December 12, 2011, (the “Effective Date”), by and between The Xxxx Group Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter referred to as “Company”), and X.X. Xxxxxxxx, Xx. (“Employee”).  The Company and Employee may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.
 
WHEREAS, the Company and Employee are parties to that certain Amended & Restated Employment Agreement dated as of December 31, 2008 (as further amended on July 7, 2010) (the “First Amended and Restated Agreement”); and
 
WHEREAS, the Company and Employee desire to amend certain provisions of the First Amended and Restated Agreement and to restate the agreement in its entirety.
 
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
 
1.           Employment.  The Company continues to employ Employee, and Employee hereby agrees to continued employment by the Company, on the terms and conditions set forth in this Agreement.
 
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Exhibit 10.1
 
2.           Term of Employment.  Subject to the provisions for earlier termination provided in Section 7 of this Agreement, the term of this Agreement (the “Term”) shall be three (3) years, commencing on the Effective Date, and shall be automatically renewed on each day following the Effective Date so that on any given day the unexpired portion of the Term shall be three (3) years.
 
3.           Employee’s Duties.
 
(a)           During the Term, Employee shall serve as the Chairman of the Board of Directors, President & Chief Executive Officer of the Company, with such duties and responsibilities as may from time to time be assigned to him by the Board of Directors of the Company (the “Board”), provided that such duties are consistent with the customary duties of such position.
 
(b)           Employee agrees to devote a substantial amount of his attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently his duties and responsibilities.  Employee shall not be prohibited from making financial investments in any other company or business or from serving on the board of directors of any other company, so long as such does not interfere with Employee’s fiduciary duties to the Company.  Employee shall at all times observe and comply with all lawful directions and instructions of the Board.
 
(c)           Employee’s place of business shall be at the Company’s principal executive offices in Baton Rouge, Louisiana.
 
4.           Compensation.
 
(a)           Base Compensation.  For services rendered by Employee under this Agreement, the Company shall pay to Employee a base salary (such base salary, as in effect from time to time, the “Base Compensation”) as set by the Board, payable in accordance with the Company’s customary pay periods and subject to required withholdings.  Employee’s Base Compensation shall be reviewed by the Board on an annual basis as of the close of each fiscal year of the Company and may be increased as the Board may deem appropriate.  In the event the Board deems it appropriate to increase Employee’s Base Compensation, that increased amount shall thereafter be the Base Compensation for the purposes of this Agreement.  Employee’s Base Compensation, as increased from time to time, may not thereafter be decreased unless agreed to by Employee in writing.
 
(b)           Bonus.  Nothing contained herein shall prevent the Board from paying additional compensation to Employee in the form of bonuses or otherwise during the Term.  Employee shall be entitled to participate in and receive bonus awards under any bonus program established by the Company for its management or key personnel.  In the absence of or in addition to such a program, Employee shall be entitled to receive such bonus, if any, as may be determined from time to time by the Board in its discretionary and sole judgment based on merit and the Company’s performance.
 
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Exhibit 10.1
 
(c)           Long Term Incentives. Nothing contained herein shall prevent the Board from paying additional compensation to Employee in the form of options, restricted shares or units or other similar awards (“Long Term Incentives”) under any Company plan during the Term.  Employee shall be entitled to participate in and receive Long Term Incentives under any program established by the Company for its management or key personnel.
 
5.           Additional Benefits.  In addition to the compensation provided for in Section 4 herein, Employee shall be entitled to the following:
 
(a)           Expenses.  The Company shall, in accordance with any rules and policies that it may establish from time to time for executive officers, reimburse Employee for business expenses reasonably incurred in the performance of his duties.  The Company shall also reimburse Employee for membership and initiation fees for clubs the Board deems reasonable in order for Employee to carry out the duties set forth herein and, at the Board’s discretion, provide Employee a mid-size jet aircraft (which shall mean a jet aircraft comparable to or better than the jet aircraft currently being used by Employee as of the Effective Date) for his personal use and benefit.  Requests for reimbursement for all business expenses must be accompanied by appropriate documentation.
 
(b)           Automobile Allowance. The Company shall provide Employee, for his business and private use, with an automobile suitable to Employee’s position.  In addition, the Company shall either directly pay or reimburse Employee for all costs of operating and maintaining such automobile, including insurance thereon in accordance with Company policies.
 
(c)           Vacation.  Employee shall be entitled to a reasonable period of vacation per year at his discretion, but not less than 5 weeks, without any loss of compensation or benefits.  Employee shall be entitled to carry forward any unused vacation time.
 
(d)           General Benefits.  Employee and Employee’s spouse and dependents shall be entitled to participate in the various employee benefit plans or programs provided to employees (and their families) of the Company in general, including, but not limited to, health, dental, disability, accident and life insurance plans and 401(k) plans, subject to the eligibility requirements with respect to each of such benefit plans or programs, and such other benefits or perquisites as may be approved by the Board during the Term.  Nothing in this Section 5(d) shall be deemed to prohibit the Company from making any changes in any of the plans, programs or benefits described in this Section 5(d), provided the change similarly affects all executive officers (and their families) of the Company that are similarly situated.
 
6.           Confidentiality; Nonsolicitation and Noncompete.
 
(a)           Employee hereby acknowledges that the Company possesses certain Confidential Information (defined below) that is peculiar to the businesses in which the Company is or may be engaged.  Employee hereby affirms that such Confidential Information is the exclusive property of the Company and that the Company has proprietary interests in such Confidential Information.  For the purposes of this Agreement, the term “Confidential Information” shall mean any and all information of any nature and in any form about the Company that at the time or times concerned is not generally known to any individual or entity (“Person”) (other than the Company) that is engaged in a business similar to that conducted or contemplated by the Company (other than by the act or acts of an employee not authorized by the Company to disclose such information), which may include, without limitation, the Company’s existing and contemplated products and services; the Company’s purchasing, accounting, marketing and merchandising methods or practices; the Company’s development data, theories of application and/or methodologies; the Company’s customer/client contact and/or supplier information files; the Company’s existing and contemplated policies and/or business strategies; any and all samples and/or materials submitted to Employee by the Company; and any and all directly and indirectly related records, documents, specifications, data and other information with respect thereto.  Employee further acknowledges by signing this Agreement that the Company has expended much time, cost and difficulty in developing and maintaining the Company’s customers.  For avoidance of doubt, the Parties acknowledge that the term “Confidential Information” shall not include any and all information published by the Company in its press releases or securities filings.
 
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Exhibit 10.1
 
(b)           Employee shall (i) use the Confidential Information solely for the purpose of performing Employee’s duties on behalf of the Company and for no other purpose whatsoever, (ii) not, directly or indirectly, at any time during or after Employee’s employment by the Company, disclose Confidential Information to any other Person (except to the Company’s officers in connection with Employee’s duties on behalf of the Company or unless otherwise required by court order, subpoena or other government or legal process) or use or otherwise exploit Confidential Information to the detriment of the Company, and (iii) not lecture on or publish articles with respect to Confidential Information without prior written approval of the Chief Operating Officer of the Company.  In the event of a breach or threatened breach of the provisions of this Section 6(b), the Company shall be entitled, in addition to any other remedies available to the Company, to an injunction restraining Employee from disclosing such Confidential Information.
 
(c)           Upon termination of employment of Employee for whatever reason, Employee or Employee’s personal representative shall surrender to the Company any and all documents, manuals, correspondence, reports, records and similar items then or thereafter coming into the possession of Employee that contain any Confidential Information; provided, however, that (i) the Company will provide Employee reasonable access to such Confidential Information to the extent required or reasonably requested by Employee in connection with the defense of any cause of action, dispute, proceeding or investigation made or initiated against Employee by any Person related to the employment of Employee by the Company or the performance by Employee of his duties in the course of such employment and (ii) Employee may retain a copy of any agreement between Employee and the Company.
 
 
(d)           Employee agrees that, as part of the consideration for this Agreement and as an integral part hereof, Employee has executed and delivered, and the Parties agree to be bound by, the Nonsolicitation and Noncompete Agreement attached hereto as Exhibit A, as well as any subsequent addenda thereto agreed to in writing by Employee.
 
7.           Termination.
 
(a)           This Agreement may be terminated prior to the expiration of its Term only under the terms and conditions set forth below:
 
(i)           Resignation (other than for Good Reason).  Employee may resign his position at any time, including by reason of retirement, by providing written notice of resignation to the Company.  In the event of such resignation, except in the case of resignation for Good Reason (as defined below), this Agreement shall terminate on the Date of Termination (defined in Section 7(c) below), and Employee shall not be entitled to further compensation pursuant to Section 4 and 5 of this Agreement other than the payment of any Base Compensation and any amounts and benefits under Section 5, including but not limited to unused vacation and unreimbursed business and automobile expenses (such amounts and benefits being collectively referred to herein as “General Benefits”) in each case accrued and unpaid as of the Date of Termination.
 
 
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Exhibit 10.1
 
(ii)           Death.  If Employee’s employment is terminated due to his death, the Company shall pay to Employee’s surviving spouse or estate (in accordance with applicable law), subject to required withholdings, not later than 30 days after Employee’s death, (A) any Base Compensation and General Benefits accrued and unpaid as of the date of Employee’s death, (B) a lump sum amount, in cash, equal to one year of Employee’s Base Compensation, (C) to the extent that, but for his death, Employee would have otherwise been entitled to a bonus under any bonus plan then maintained by the Company, or to the extent that other officers or Company executives are awarded bonuses or otherwise in the discretion of the Board, a lump sum amount, in cash, equal to a pro rata bonus for the year of his death, and (D) a lump sum amount, in cash, equal to the cost for Employee’s spouse and dependents to obtain, for the period commencing on the Date of Termination and ending on the date that is 30 months following the Date of Termination, health and dental insurance benefits covering Employee’s spouse and dependents that are substantially similar to those that Employee’s spouse and dependents were receiving immediately prior to the Date of Termination.  Notwithstanding any provision to the contrary in the plan(s) governing such Long Term Incentives, Employee shall also be considered as immediately and totally vested in any and all Long Term Incentives previously granted to Employee by Company prior to the Date of Termination that have not previously vested in full.  After all payments, benefits and vesting of Long Term Incentives specified under this Section 7(a)(ii) have been paid or performed, this Agreement shall terminate, and the Company shall have no obligations to Employee or his legal representatives with respect to Section 4 and 5 of this Agreement.
 
(iii)           Discharge.
(A)           The Company may terminate Employee’s employment for any reason at any time upon written notice thereof delivered to Employee in accordance with Section 7(b).
 
(B)           In the event that Employee’s employment is terminated during the Term by the Company for any reason other than his Misconduct or Disability (both as defined below), the following shall occur:
 
(I)           the Company shall pay to Employee, subject to required withholdings, not later than 15 days after the Date of Termination:
 
(x)           any Base Compensation and General Benefits accrued and unpaid as of the Date of Termination;
 
 
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Exhibit 10.1
 
(y)           a lump sum amount, in cash, equal to the product of (1) the sum of (a) Employee’s Base Compensation as in effect immediately prior to the Date of Termination, plus (b) Employee’s highest bonus paid by the Company with respect to the three fiscal years immediately preceding the fiscal year that includes the Date of Termination, multiplied by (2) 3.0; and
 
 (z)           a lump sum amount, in cash, equal to the cost for Employee to obtain, for the three year period commencing on the Date of Termination, disability, accident, dental and health insurance benefits covering Employee (and, as applicable, Employee’s spouse and dependents) and other benefits provided to Employee that, in each case, are substantially similar to those that Employee (and/or Employee’s spouse and dependents) were receiving immediately prior to the Date of Termination; and
 
(II) notwithstanding any provision to the contrary in the plan(s) governing such Long Term Incentives, Employee shall be considered as immediately and totally vested in any and all Long Term Incentives previously granted to Employee by the Company prior to the Date of Termination.
 
(C)           Notwithstanding anything to the contrary in this Agreement, in the event Employee is terminated because of Misconduct, the Company shall have no obligations pursuant to Section 4 and 5 of this Agreement after the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the Date of Termination.  As used herein, “Misconduct” means:
 
(I)           the continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee’s incapacity due to a Disability or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties and allows such 30 days for Employee to effect any potential cure,
 
(II)           the engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise (other than such conduct resulting from Employee’s incapacity due to physical or mental illness and other than any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), or
 
 
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Exhibit 10.1
 
(III)           Employee’s conviction for the commission of a felony.
 
A finding of Misconduct shall only be made by unanimous approval, excluding Employee, of a resolution by the Board after a meeting called for such purpose upon thirty (30) days’ notice to Employee, and at which Employee is entitled to appear with counsel and be heard.
 
(D)           Disability. If Employee shall have been absent from the full-time performance of Employee’s duties with the Company for 180 consecutive calendar days as a result of Employee’s incapacity due to a Disability, Employee’s employment may be terminated by the Company. For the purposes of this Agreement, a “Disability” shall exist if:
 
(I)           Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be reasonably expected to result in death or can be expected to last for a continuous period of not less than 12 months; or
 
(II)           Employee is, by reason of any medically determinable physical or mental impairment that can be reasonably expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.
 
If Employee is terminated pursuant to this Section 7(a)(iii)(D), Employee shall not be entitled to further compensation pursuant to Section 4 and 5 of this Agreement, except that:
 
(x)           the Company shall (1) for the 12-month period beginning with the Date of Termination, pay to Employee monthly the amount by which Employee’s monthly Base Compensation as in effect immediately prior to the Date of Termination exceeds the monthly benefit received by Employee pursuant to any disability insurance maintained by the Company and covering Employee; (2) not later than 15 days after the Date of Termination, pay to Employee (a) any Base Compensation and General Benefits accrued and unpaid as of the Date of Termination, and (b) a lump sum amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the date that is 30 months following the Date of Termination, health and dental insurance benefits covering Employee and Employee’s spouse and dependents that are substantially similar to those that Employee (and Employee’s spouse and dependents) were receiving immediately prior to the Date of Termination; and (3) to the extent that, but for his Disability, Employee would have otherwise been entitled to a bonus under any bonus plan then maintained by the Company, or to the extent that other officers or Company executives are awarded bonuses, the Company shall, not later than the earlier of (a) the date on which the Company awards such bonuses and (b) February 28th of the calendar year following the year in which the Date of Termination occurs, pay to Employee a pro rata bonus for the year in which the Company terminates Employee’s employment pursuant to this Section 7(a)(iii)(D);
 
(y)           notwithstanding any provision to the contrary in the plan(s) governing such Long Term Incentives, Employee shall become immediately and totally vested in any and all Long Term Incentives granted to Employee by Company prior to the Date of Termination that have not previously vested in full; and
 
(z)           the Company shall assign to Employee, at no cost and with no apportionment of any prepaid premiums, all assignable insurance policies benefiting Employee.
 
 
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Exhibit 10.1
 
(iv)           Resignation for Good Reason.  Employee shall be entitled to terminate his employment for Good Reason (as defined herein).  If Employee terminates his employment for Good Reason, he shall be entitled to the compensation and benefits provided in Section 7(a)(iii)(B) and the other provisions of this Agreement.  For the purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the following circumstances without Employee’s express written consent:
 
(A)           any material diminution of Employee’s duties or responsibilities (other than in connection with the termination of Employee for Misconduct or Disability in accordance with the terms of this Agreement);
 
(B)           any material diminution of Employee’s Base Compensation;
 
(C)           the relocation of the Company’s principal executive offices outside Baton Rouge, Louisiana or requiring Employee to be based other than at such principal executive offices; or
 
(D)            any other material breach by the Company of its obligations under this Agreement;
 
provided, however, Employee shall provide written notice (a “Good Reason Notice”) to the Company of the circumstances constituting Good Reason no more than 90 days after the occurrence of such circumstances, and the Company shall have 30 days after receipt of the Good Reason Notice to resolve and remedy such circumstances.  If the Company resolves and remedies such circumstances, then Employee’s employment shall not be subject to the Good Reason provisions of this Agreement as to such occurrence.
 
(v)           Resignation for Corporate Change.  Employee shall be entitled to terminate Employee’s employment for a Corporate Change (as defined herein), but only if Employee gives notice of Employee’s intent to terminate employment within 90 days following the effective date of such Corporate Change (provided that, notwithstanding the foregoing, the Notice of Termination may not be given later than February 13th of the year following the year in which the Corporate Change occurs).  If Employee terminates employment for a Corporate Change, Employee shall be entitled to the compensation and benefits provided in Section 7(a)(iii)(B) and the other provisions of this Agreement.  For the purposes of this Agreement, the term “Corporate Change” means a “change in ownership,” a “change in effective control,” or a “change in the ownership of substantial assets” of the Company.
 
(A)           A “change in ownership” of the Company occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.  However, if any one person, or more than one person acting as a group, is considered to own more than 50% percent of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in ownership of the Company (or to cause a change in the effective control of the Company (within the meaning of Section 7(v)(B)).
 
(B)           Notwithstanding that the Company has not undergone a change in ownership under Section 7(v)(A), a “change in effective control” of the Company occurs on the date that a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.  For purposes of this Section 7(v)(B), the term “Company” refers solely to the relevant corporation identified in the opening paragraph of this Agreement, for which no other corporation is a majority shareholder.
 
 
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Exhibit 10.1
 
(C)           A “change in the ownership of substantial assets” of the Company occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 75% percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
 
(b)           Notice of Termination.  Any purported termination of Employee’s employment by the Company under Section 7(a)(iii), or by Employee under Sections 7(a)(i), (iv) or (v), shall be communicated by written Notice of Termination to the other Party hereto in accordance with Section 11.  For the purposes of this Agreement, a “Notice of Termination” shall mean a notice that (i) in the case of a termination by the Company, shall set forth in reasonable detail the reason for such termination of Employee’s employment and the Date of Termination, or (ii) in the case of a resignation by Employee, shall specify in reasonable detail the basis for such resignation and the Date of Termination.  A Notice of Termination given by Employee pursuant to Section 7(a)(iv) shall take precedence and be effective even if given after the receipt by Employee of notice that the Board has set a meeting to consider terminating Employee for Misconduct.  A Notice of Termination given by Employee pursuant to Section 7(a)(iv) shall be considered effective only after 30 days have elapsed since Employee delivered the applicable Good Reason Notice and the Company has failed to resolve and remedy the circumstances constituting Good Reason during such 30-day period.  Any purported termination for which a Notice of Termination is required that does not materially comply with this Section 7(b) shall not be effective.
 
(c)           Date of Termination, Etc.  Except as otherwise provided in Section 13, the “Date of Termination” shall mean the date specified in the Notice of Termination, provided that the Date of Termination shall be at least 15 calendar days, but not more than 45 calendar days, following the date the Notice of Termination is given.  In the event Employee is terminated for Misconduct, the Company may refuse to allow Employee access to the Company’s offices (other than to allow Employee to collect his personal belongings under the Company’s supervision) prior to the Date of Termination.  Employee shall not be expected to provide further services after the Date of Termination.  Notwithstanding anything herein to the contrary, in the case of a termination of this Agreement pursuant to Section 7(a)(ii), the Date of Termination shall be the date of death.
 
(d)           Mitigation.  Employee shall not be required to mitigate the amount of any payment or other benefits provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by Employee as a result of employment by another employer, except that any severance amounts payable to Employee pursuant to the Company’s severance plan or policy for employees in general shall reduce the amount otherwise payable pursuant to Section 7(a)(iii)(B).
 
(e)           Certain Tax Matters.
 
(i)           Notwithstanding any other provision of this Agreement to the contrary, if any portion of the payments or benefits provided to or for the benefit of Employee under this Agreement or which Employee otherwise receives or is entitled to receive from the Company or any successor would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest, penalties or additions to tax with respect to such excise tax (such excise tax, together with any interest, penalties or additions to tax with respect to such excise tax, is herein collectively referred to as the "Excise Tax"), all such payments and benefits being collectively referred to herein as the "Total Payments", then, except as otherwise provided in Section 7(e)(ii), the Total Payments shall be reduced (but not below zero) or eliminated (as further provided for in Section 7(e)(iii)) to the extent the Independent Tax Advisor (as hereinafter defined) shall reasonably determine is necessary so that no portion of the Total Payments shall be subject to the Excise Tax.
 
(ii)           Notwithstanding the provisions of Section 7(e)(i), if the Independent Tax Advisor reasonably determines that Employee would receive, in the aggregate, a greater amount of the Total Payments on an after-tax basis (after including and taking into account all applicable federal, state, and local income, employment and other applicable taxes and the Excise Tax) if the Total Payments were not reduced or eliminated pursuant to Section 7(e)(i), then no such reduction or elimination shall be made notwithstanding that all or any portion of the Total Payments may be subject to the Excise Tax.
 
 
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Exhibit 10.1
 
(iii)           For purposes of determining which of Section 7(e)(i) and Section 7(e)(ii) shall be given effect, the determination of which of the Total Payments shall be reduced or eliminated to avoid the Excise Tax shall be made by the Independent Tax Advisor, provided that the Independent Tax Advisor shall reduce or eliminate, as the case may be, the Total Payments in the following order (and within the category described in each of the following Sections 7(e)(iii)(A) through 7(e)(iii)(E), in reverse order beginning with the Total Payments which are to be paid farthest in time except as otherwise provided in Section 7(e)(iii)(D)):
 
(A)           by first reducing or eliminating the portion of the Total Payments otherwise due and which are not payable in cash (other than that portion of the Total Payments subject to Sections 7(e)(iii)(D) and 7(e)(iii)(E));
 
(B)           then by reducing or eliminating the portion of the Total Payments otherwise due and which are payable in cash (other than that portion of the Total Payments subject to Sections 7(e)(iii)(C) and 7(e)(iii)(D));
 
(C)           then by reducing or eliminating the portion of the Total Payments otherwise due to or for the benefit of Employee pursuant to the terms of this Agreement and which are payable in cash;
 
(D)           then by reducing or eliminating the portion of the Total Payments otherwise due that represent equity-based compensation, such reduction or elimination to be made in reverse chronological order with the most recent equity-based compensation awards reduced first; and
 
(E)           then by reducing or eliminating the portion of the Total Payments otherwise due to or for the benefit of Employee pursuant to the terms of this Agreement and which are not payable in cash.
 
(iv)           The Independent Tax Advisor shall provide its determinations, together with detailed supporting calculations and documentation, to the Company and Employee for their review no later than ten (10) days after the Date of Termination.  The determinations of the Independent Tax Advisor under this Section 7(e) shall, after due consideration of the Company’s and Employee’s comments with respect to such determinations and the interpretation and application of this Section 7(e), be final and binding on all parties hereto absent manifest error.  The Company and Employee shall furnish to the Independent Tax Advisor such information and documents as the Independent Tax Advisor may reasonably request in order to make the determinations required under this Section 7(e).
 
(v)           For purposes of this Section 7(e), “Independent Tax Advisor” shall mean a lawyer with a nationally recognized law firm, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm, in each case with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to Employee (Employee’s acceptance not to be unreasonably withheld), and all of whose fees and disbursements shall be paid by the Company.
 
 
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Exhibit 10.1
 
8.           Other Consideration.
 
(a)           In consideration for the undertakings in this Agreement, Employee shall also receive:
 
(i)           Supplemental Executive Retirement Benefit Plan (“SERP”). Upon Employee’s termination of employment for whatever reason, including without limitation under Sections 7(a)(i), 7(a)(ii), 7(a)(iii)(B), 7(a)(iii)(C), 7(a)(iii)(D), 7(a)(iv), or 7(a)(v), Employee shall receive, as a supplemental executive retirement plan benefit, the sum of fifteen million dollars ($15,000,000.00) plus interest accrued thereon from the dates of deposit on September 21, 2001 ($5,000,000.00), April 10, 2002 ($5,000,000.00) and April 10, 2003 ($5,000,000.00), which amounts have been set aside in a grantor trust suitable to Employee which trust was created to maintain funds to provide this restated benefit and which meets the requirements of Rev. Proc. 92-64, 1992-2 C.B. 422.  The grantor trust shall invest the funds in an interest bearing account for the purposes of securing payment hereunder, it being understood that such amounts held in the trust shall remain subject to claims of the general creditors of the Company.  Subject to Section 16, such amount shall be paid not later than fifteen (15) days after Employee’s Date of Termination.
(ii)           Use of Aircraft.  Upon Employee’s termination of employment under Sections 7(a)(i), 7(a)(iii)(B), 7(a)(iii)(D), 7(a)(iv), or 7(a)(v), for ten years, commencing on the first day following the six month anniversary of the Date of Termination, the Company shall provide Employee for his private use in his sole discretion, the use of a mid-size jet aircraft (which shall mean a jet aircraft comparable to but not less than the jet aircraft most commonly used by Employee in the year prior to the Date of Termination) for 150 hours annually.
 
9.           Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit Employee’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company and for which Employee may qualify, nor shall anything herein limit or otherwise adversely affect such rights as Employee may have under any Long Term Incentives granted by the Company.  Amounts which are vested benefits or which Employee is otherwise entitled to receive under any such plan or program or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable or otherwise provided in accordance with such plan, program, contract or agreement except as explicitly modified by this Agreement.
 
10.           Assignability.  The obligations of Employee hereunder are personal and may not be assigned or delegated by him or transferred in any manner whatsoever, nor are such obligations subject to involuntary alienation, assignment or transfer. The Company shall have the right to assign this Agreement and to delegate all rights, duties and obligations hereunder, either in whole or in part, to any parent, affiliate, successor or subsidiary of the Company, so long as the obligations of the Company under this Agreement remain the obligations of the Company.
 
11.           Notice.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered to Federal Express or similar courier, addressed (a) to the Company, at its principal office address, directed to the attention of the Board with a copy to the Corporate Secretary of the Company, and (b) to Employee, at Employee’s residence address on the records of the Company, or to such other address as either Party may have furnished to the other in writing in accordance herewith except that notice of change of address shall be effective only upon receipt.
 
12.           Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

 
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Exhibit 10.1

 
13.           Successors; Binding Agreement.
 
(a)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall constitute Good Reason under Section 7(a)(iv); provided, that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used herein, the term “Company” shall include any successor to its business and/or assets as aforesaid that executes and delivers the Agreement provided for in this Section 13 or that otherwise becomes bound by all terms and provisions of this Agreement by operation of law.
 
(b)           This Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If Employee should die while any amounts would be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee, or other designee or, if there be no such designee, to Employee’s estate.
 
14.           Indemnification: Liability Insurance.
 
(a)           The Company shall indemnify and hold Employee (or his legal representative) harmless to the full extent permitted by applicable law for all legal expenses and all liabilities, losses, judgments, fines, expenses, and amounts paid in settlement in connection with any proceeding involving him (including any action by or in the right of the Company) by reason of his being or having been a director, officer, employee, consultant, or agent of the Company or any of its subsidiaries, affiliates, or any other enterprise if he is serving or has served at the request of the Company.  In addition, the Company shall cause any such subsidiary, affiliate, or enterprise also to so indemnify and hold Employee harmless to the full extent permitted by applicable law.  The foregoing shall not be deemed to limit any rights of Employee pursuant to applicable indemnification provisions of the Company’s Articles of Incorporation or By-Laws or otherwise, and the Company agrees to amend such Articles of Incorporation and Bylaws to provide Employee indemnification consistent herewith.  The Company also agrees to amend its Articles of Incorporation to provide immunity to Employee to the full extent allowed by law.  In addition, the Company shall acquire and maintain with reputable insurance companies or associations acceptable to Employee, directors’ and officers’ liability insurance for the benefit of the directors and officers of the Company, including Employee, providing terms and coverage amounts of at least $75,000,000.  Such insurance shall remain in place, to the extent that the Company is able to purchase the same, as long as necessary under applicable statutes of limitations to cover all events occurring during the term of this Agreement regardless of when the claim is made.
 
(b)           In the event of any action, proceeding, or claim against Employee arising out of his serving or having served in a capacity specified above, the Company shall provide Employee with counsel, who may be counsel for the Company as well, as long as no conflict of interest exists between the Company and Employee and no ethical or professional responsibility rules prevent the same counsel from representing both Employee and the Company.  In the event of any such conflict of interest or other bar to Employee being represented by counsel for the Company, Employee may retain his own separate counsel (such choice of counsel may be made in his sole and absolute discretion), and the Company shall be obligated to advance to Employee (or pay directly to his counsel) reasonable counsel fees and other costs associated with Employee’s defense of such action, proceeding, or claim; provided, however, that in such event, Employee shall first agree in writing, without posting bond or collateral, to repay all sums paid or advanced to him pursuant to this provision in the event the final disposition of such action, proceeding, or claim is one for which Employee would not be entitled to indemnification.
 
 
Page 12 of 20
 
Exhibit 10.1
 
15.           Miscellaneous.
 
(a)           Amendment and Waiver.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such officer of the Company as may be specifically authorized by the Board. No waiver by either Party hereto at any time of any breach by the other Party hereto of, or in compliance with, any condition or provision of this Agreement to be performed by such other Party­ shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
 
(b)           Entire Agreement.  The Company and Employee have heretofore entered into the First Amended and Restated Agreement.  The First Amended and Restated Agreement shall continue in full force and effect until the Effective Date, after which it will be superseded by this Agreement; provided that nothing in this Agreement shall be deemed to discharge or otherwise prejudice Employee’s right to receive, or the Company’s obligation to pay or provide, any of the benefits accrued under the First Amended and Restatement Agreement as of the Effective Date.  Subject to the foregoing, this Agreement is an integration of the Parties’ agreement; no agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either Party, except those that are set forth expressly in this Agreement.
 
(c)           Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA, except for Section 6, in which case the law of the jurisdiction in which the non-compete is sought to be enforced by the Company shall govern in the event such applicable law is more favorable to the Company.
 
16.           Code Section 409A. Payments pursuant to this Agreement are intended to comply with or be exempt from Section 409A of the Code (“Section 409A”) and accompanying regulations and other binding guidance promulgated thereunder, and the provisions of this Agreement will be administered, interpreted and construed accordingly.  This Agreement shall be interpreted to avoid any additional tax or premium interest applicable under Section 409A.  If any payment or benefit cannot be provided or made at the time specified herein without incurring any additional tax or premium interest applicable under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter permitted under Section 409A when any such additional tax or premium interest applicable will not be imposed.   Accordingly, to the extent a payment hereunder is, or shall become, subject to the application of Section 409A, the following shall apply:
 
(a)           If, as of the date of Employee’s termination of employment, the Employee constitutes a “specified employee” as determined under Treasury Regulation Section 1.409A-1(i), then any payments or reimbursements the Employee would otherwise be entitled to during the first six (6) months following the Employee’s separation from service within the meaning of Section 409A(a)(2)(A)(i) shall be accumulated and paid in a lump sum on the earlier of (1) the first business day following the date that is six (6) months after the date of Employee’s termination of employment, (2) the Employee’s date of death or (3) such earlier date upon which such payment or benefit may be paid or provided under Section 409A without being subject to the additional tax or premium interest applicable under Section 409A.  In the case of any payments due under Section 7(a)(v) that must be delayed as provided under this Section, such payments shall be deposited upon consummation of the Corporate Change in the grantor trust established under Section 8(a)(i) and invested in a similar manner as other amounts held in such trust and paid in a lump sum (plus interest accrued thereon) at the earliest date as determined in the immediately preceding sentence, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.   If Employee dies during such six (6) month period and prior to the payment of the portion that is required to be delayed under Section 409A, such amount shall be paid to the personal representative of Employee’s estate within thirty (30) days after Employee’s death.
 
(b)           With respect to any group health plan, for the period of time following the period of time during which Employee would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B of the Code if Employee elected such coverage and paid the applicable premiums (generally, after 18 months), Employee (or Employee’s spouse or dependents, if applicable) shall pay the full cost of the benefits as determined under the then current practices of the Company on a monthly basis, provided, that the Company shall reimburse Employee  (or Employee’s spouse or dependents, if applicable) for such costs.  With respect to coverage other than group health plan coverage (e.g., life insurance coverage), for all period such coverage is to be provided, Employee (or Employee’s spouse or dependents, if applicable) shall pay the full cost of such coverage and the Company shall reimburse to Employee (or Employee’s spouse or dependents, if applicable) the amount of the cost of the coverage.  Any reimbursements by the Company required under this paragraph shall be made on a regular, periodic basis within thirty (30) days after such reimbursable amounts are incurred; provided that, before such reimbursement, Employee (or Employee’s spouse or dependents, if applicable) has submitted or the Company possesses the applicable and appropriate evidence of such expense(s).  Any reimbursements provided during one taxable year of Employee shall not affect the expenses eligible for reimbursement in any other taxable year of Employee (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Code).
 
 
Page 13 of 20
 
Exhibit 10.1
 
(c)           Any reimbursements or in-kind benefits provided under this Agreement shall be made or provided at the times specified in this Agreement; provided, however, that (i) any reimbursement for expenses shall be made only for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made within 30 days of the end of the month in which appropriate request for such reimbursement is made by Employee but no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
 
(d)           To the extent compensation under the Agreement that is subject to Section 409A becomes subject to Federal Insurance Contributions Act (FICA) tax imposed under Section 3101, 3121(a), or 3121(v)(2) of the Code, a payment shall be paid to Employee to pay such taxes.  In addition, a payment shall be made to Employee to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes.  The total payment under this provision shall be equal to but not greater than the aggregate of the FICA and the income tax withholding related to such FICA.
 
(e)           A payment shall be made to Employee at any time the Agreement fails to meet the requirements of Section 409A.  Such payment shall be equal to but not greater than the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A.
 
(f)           If a payment or provision of any benefit hereunder is subject to additional taxation or premium interest under Section 409A, the Parties agree to cooperate to the fullest extent in pursuit of any available corrective relief, as provided under the terms of Internal Revenue Service Notices 2008-113, 2010-6, or 2010-80, or any corresponding subsequent guidance, from the Section 409A additional income tax and premium interest tax
 
17.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
 
18.           Arbitration.  Either Party may elect that any dispute or controversy arising under or in connection with this Agreement be settled by arbitration in Baton Rouge, Louisiana in accordance with the rules of the American Arbitration Association then in effect. If the Parties cannot mutually agree on an arbitrator, then the arbitration shall be conducted by a three arbitrator panel, with each Party selecting one arbitrator and the two arbitrators so selected selecting a third arbitrator.  The findings of the arbitrator(s) shall be final and binding, and judgment may be entered thereon in any court having jurisdiction. The findings of the arbitrator(s) shall not be subject to appeal to any court, except as otherwise provided by applicable law.  The arbitrator(s) may, in his or her (or their) own discretion, award legal fees and costs to the prevailing party.
 
19.           Expenses.  In order that the purpose of this Agreement not be frustrated, it is the intent of the Company that the Employee not be required to incur the expenses associated with enforcement of the Employee’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Employee hereunder, nor be bound to negotiate any settlement of the Employee’s rights hereunder under threat of incurring such expenses.  Accordingly, if following the Effective Date it should appear to the Employee that the Company has failed to comply with any of its obligations under this Agreement or, if at any time, in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from the Employee the benefits intended to be provided to the Employee hereunder, and that the Employee has complied with all of the Employee’s obligations under this Agreement, the Company irrevocably authorizes the Employee from time to time to retain counsel of the Employee’s choice at the expense of the Company to represent the Employee in connection with the initiation or defense of any contest, demand, litigation or other legal action (including any arbitration under Section 18), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction.  Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel (other than a counsel acting on behalf of the Company in connection with this Agreement), the Company irrevocably consents to the Employee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Employee agree that a confidential relationship shall exist between the Employee and such counsel.  The Company agrees to pay as incurred, to the full extent permitted by law, all costs and expenses which the Employee may reasonably incur as a result of any contest, demand, litigation or other legal action (including any arbitration under Section 18) (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including, without limitation, as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate. Included within such costs and expenses shall be the reasonable fees and expenses of counsel selected from time to time by the Employee as hereinabove provided, which fees and expenses shall be paid or reimbursed to the Employee by the Company on a regular, periodic basis upon presentation by the Employee of a statement or statements prepared by such counsel in accordance with its customary practices.  For the avoidance of doubt, the benefits provided to Employee in Section 19 are in addition to the indemnification and other benefits provided to Employee in Section 14.
 
 
Page 14 of 20
 
Exhibit 10.1
 
IN WITNESS WHEREOF, the Parties have executed this Agreement on December 12, 2011, effective for all purposes as of the Effective Date.
THE XXXX GROUP INC.


By: /s/ Xxxxx Xxxxxxx                                                                
Xxxxx Xxxxxxx
Xx. Vice President, Human Resources


By: /s/ Xxxx Xxxxxxxx                                                      
Xxxx Xxxxxxxx
Executive Vice President and
General Counsel


EMPLOYEE:

/s/ X. X. Xxxxxxxx, Xx.                                                                
X.X. Xxxxxxxx, Xx.
 
Page 15 of 20
 
Exhibit 10.1
 
EXHIBIT A

 
NONSOLICITATION AND NONCOMPETE AGREEMENT
 
This Nonsolicitation and Noncompete Agreement (“Agreement”) is made and entered into as of December __, 2011 (the “Effective Date”), between The Xxxx Group Inc. (together with its affiliated companies (as contained in its most recent SEC filings), the “Company”) and X.X. Xxxxxxxx, Xx. (“Executive”).  The Company and Executive shall hereinafter be referred to collectively as the “Parties”.  Defined terms used in this Agreement but not defined in this Agreement shall have the respective meanings given such terms in the Employment Agreement (as hereinafter defined)
 
RECITALS
 
1.           The Company and Employee are parties to that certain Second Amended and Restated Employment Agreement dated effective of even date herewith (the “Employment Agreement”), pursuant to which the Company and Employee have agreed to employment of Executive with the Company, during which employment Executive shall perform those duties set forth in the Employment Agreement;

2.           As part of Executive’s duties and responsibilities, Executive will have access to confidential information of the Company and, by virtue of his employment with the Company, will have direct contact with and will establish personal relationships with various customers of the Company; and

3.           The Company and Executive recognize the Company’s need to protect the Company’s confidential and proprietary interest in the Company’s  business, business relationships, and the work product produced by Executive on behalf of the Company in the course of Executive’s employment; and

4.           As consideration, in part, for the Employment Agreement, Executive and the Company enter into this Agreement.

NOW, THEREFORE, Executive and the Company agree as follows:
 
AGREEMENT
 
Section 1.                      Company Property.  All personal property and equipment furnished to or prepared by Executive in the course of or incident to Executive’s employment belong to the Company and shall be promptly returned to the Company upon termination of Executive’s employment or at such other time as the Company may request.  Personal property includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, electronic files, and all other proprietary information relating to the business of the Company and/or its affiliates.  Following termination of employment, Executive will not retain any written or other tangible material containing any proprietary information of the Company.
 
Section 2.                      Non-Solicitation.  At all times during Executive’s employment and for two (2) years after the termination of Executive’s employment, Executive will not, directly or indirectly, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, independent contractor, partner, joint venturer, owner, financier, shareholder, or otherwise on behalf of any other person, firm, or corporation, offer employment to, solicit, or attempt to solicit away from the Company or its affiliates any of their officers or employees or offer employment to any person who, during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Company or any of its affiliates.
 
Section 3.                      Covenant Not to Compete.  As a condition of employment and in consideration of the terms of the Employment Agreement pursuant to which this is being executed, Executive acknowledges and agrees to the following:
 
 
Page 16 of 20
 
Exhibit 10.1
 
 
(a)
Executive acknowledges that he is intimately involved in the management of the Company, its expansion, and its acquisition or creation of affiliated companies.  Executive acknowledges and agrees that the business of the Company is providing engineering, construction, procurement, maintenance, environmental and infrastructure services,1 and pipe fabrication services, as more fully set forth on the Company’s Form 10-K dated October 30, 2008 (the “Form 10-K”).
 
 
(b)
Based on Executive’s high level in management of the Company and based on the knowledge, information, and experience that the Executive has gained and will gain through his management position in the Company and Executive’s ability to build a competing company engaging in some or all of the services provided by the Company, Executive acknowledges that the scope of this Agreement should be broad, both geographically and in the scope of conduct prohibited.
 
 
(c)
Executive acknowledges that the Company now conducts business and provides services throughout the United States to federal agencies, federally-owned facilities or federally-controlled political subdivisions, state and local governments and political subdivisions, and domestic and non-domestic commercial customers.  Executive acknowledges that as of the date of this Agreement, the Company delivers services through a network of over 180 locations, including approximately 22 international locations and approximately 22 fabrication and manufacturing facilities.  Executive acknowledges and agrees that at the time of signing this agreement, the Company conducts business in the geographic territory (the “Restricted Area”) set forth in Exhibit 1.  Executive agrees that the Company may periodically revise the Restricted Area to reflect any changes in the geographic territory in which the Company is conducting business.  Executive agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this agreement which update the Restricted Area to reflect geographic territories in which the Company conducts its business.  Executive agrees that the Company may periodically revise the description of the business of the Company to reflect changes in the Company’s business.  Executive also agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this Agreement which update the description of the business of the Company to coincide with the description of the business of the Company as set forth in the Company’s current Form 10-K.
 
 
(d)
Executive agrees that at all times during Executive’s employment with the Company and for the duration of the Post-Termination Non-Compete Term (defined in Section 3(e) below), Executive shall not, directly or indirectly, whether personally or through agents, associates, or co-workers, whether individually or in connection with any corporation, partnership, or other business entity, and whether as an employee, owner, partner, financier, joint venturer, shareholder, officer, manager, agent, independent contractor, consultant, or otherwise, establish, carry on, or engage in a business similar to that of the Company or any of its affiliates, in the Restricted Area, as defined in Exhibit 1, attached.  This prohibition includes, without limitation, that Executive will not perform the following in the Restricted Area:
 
1   Environmental and infrastructure services include the delivery of environmental restoration, regulatory compliance, facilities management, emergency response, and design and construction services, environmental consulting, engineering and construction services to private-sector and state and local government customers. These environmental services include complete life cycle management, construction management, operation and maintenance (O&M) services, and environmental services including emergency response and high hazard and toxic waste cleanups and on-site remedial activities site selection, permitting, design, build, operation, decontamination, demolition, remediation and redevelopment, identification of contaminants in soil, air and water and the subsequent design and execution of remedial solutions, project and facilities management and other related services for non-environmental construction, watershed restoration, emergency response services and outsourcing of privatization markets. These infrastructure services include program management, operations and maintenance solutions to support and enhance domestic and global land, water and air transportation systems, and commercial port and marine facilities.  
 
 
Page 17 of 20
 
Exhibit 10.1
 
 
(i)
Solicit or provide, directly or indirectly, engineering, construction, procurement, maintenance, Environmental, and pipe fabrication services, or any of these, to any persons or entities who are or were customers of the Company or any of its affiliates at any time prior to Executive’s separation from employment;
 
 
(ii)
Establish, own, become employed with, consult on business matters with, or participate in any way in a business engaged in engineering, construction, procurement maintenance, Environmental, and pipe fabrication services, or any of these, except to the extent that the Company or any of its affiliates do not provide the same type of services as such business provides; and
 
 
(iii)
Provide consulting services for, invest in, become employed by, or otherwise become associated from a business perspective with competitors of the Company or any of its affiliates, including but not limited to Xxxxxx Engineering Group Inc.; Fluor Corporation; URS Corporation; Halliburton; Xxxxxx Industries Group, L.L.C.; Xxxxxxx Group, Inc.; KBR, Inc.; Chicago Bridge & Iron Company N.V.; CH2M Hill; Black & Xxxxxx Corporation; Xxxxxx Xxxxxxx Ltd.; and Washington Group International, Inc., or any of their respective subsidiaries, parent companies, affiliates, or successors.
 
This prohibition does not prohibit Executive from engaging in a business solely within an area or areas not contained in the Restricted Area, so long as that business does not provide in the Restricted Area the same or similar services or conduct the same or similar business as the Company or its affiliates.
 
(e)           For purposes of Section 3(d), the Post-Termination Non-Compete Term is as follows:
 
 
(i)
In the event of resignation for other than Good Reason (Section 7(a)(i) of the Employment Agreement) or termination by the Company for Misconduct (Section 7(a)(iii)(C) of the Employment Agreement), the non-compete term shall be two-years from the date of the Executive’s separation from employment with the Company.
 
 
(ii)
In the event of resignation due to Corporate Change (Section 7(a)(v) of the Employment Agreement) or for Good Reason (Section 7(a)(iv) of the Employment Agreement), or if Employee is terminated for other than Misconduct Or Disability (Section 7(a)(iii)(B) of the Employment Agreement), or due to Disability (Section 7(a)(iii)(D) of the Employment Agreement), the non-compete term shall be equal to the period of severance pay provided pursuant to the Employment Agreement, the period of any other applicable severance program of the Company, provided the payments pursuant to such program are made at a rate not less than the Executive’s Base Compensation as of the Date of Termination; or the pendency of any post-termination consulting agreement between the Executive and the Company, but in no event longer than two (2) years after Executive’s separation from employment with the Company.
 
 
(f)
Executive acknowledges that the business of the Company is extremely competitive in nature, that the remedy at law for any breach of this covenant will be inadequate, and that in the event of a breach the Company shall be entitled to injunctive relief and specific performance, as well as any and all other remedies at law or in equity to which the Company is entitled.  Executive acknowledges that the provisions contained in this Section 3 are reasonable and valid in all respects and are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these provisions would cause substantial injury to the Company.
 
 
Page 18 of 20
 
Exhibit 10.1
 
Section 4.                   Miscellaneous Provisions.
 
 
(a)
Employment Rights.   This Agreement shall not be deemed to confer upon Executive any right to continue in the employ of the Company for any period or any right to continue employment at Executive’s present or any other rate of compensation.
 
 
(b)
Amendment.  This Agreement may only be amended or modified in a writing executed by both the Company and Executive.  No oral waivers or extensions shall be binding on the parties.
 
 
(c)
Waiver.  No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument signed by the Party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any other act other than that specifically waived.
 
 
(d)
Injunctive Relief and Arbitration.  Executive and the Company each acknowledge that the provisions of Sections 2 and 3 are reasonable and necessary, that the damages that would be suffered as a result of a breach or threatened breach by Executive of Sections 2 and 3 may not be calculable, and that the award of a money judgment to the Company for such a breach or threatened breach thereof by Executive would be an inadequate remedy. Executive expressly consents and agrees that the Company may, in addition to any other available remedies that the Company may be entitled in law or in equity, enforce the provisions of Sections 2 and/or 3 by injunctive or other equitable relief, including a temporary and/or permanent injunction (without proving a breach thereof), to prevent unfair competition, the use and/or unauthorized disclosure of trade secrets or confidential information, and/or the unauthorized solicitation of the Company’s officers, employees, and customers.  The Company shall not be obligated to post bond or other security in seeking such relief.
 
 
(e)
Arbitration.  Executive and the Company agree that any dispute regarding the covenants herein and/or the validity of this Agreement and its addenda, if any, shall be resolved through arbitration as provided in Section 18 of the Employment Agreement.
 
 
(f)
Governing Law.  This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Louisiana.
 
 
(g)
Assignment.   This Agreement may not be assigned by Executive, but may be assigned by the Company to any successor to its business and will inure to the benefit and be binding upon any such successor.  This Agreement shall be binding upon the Parties, together with their respective executors, administrators, personal representatives, and heirs, and, in the case of the Company, permitted successors and assigns.
 
 
(h)
Severability.  Each provision of this Agreement is intended to be severable.  If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.
 
 
(i)
Reformation.
  It is the intention of the Parties that if any court or arbitrator(s) shall determine that any provision of this Agreement, including the scope, duration, or geographical limit of any provision, is unenforceable, the provision in question and this Agreement shall not be invalidated but shall be deemed reformed or amended only to the extent necessary to render the provision and Agreement valid and enforceable.
 
 
(j)
Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
 
 
Page 19 of 20
 
Exhibit 10.1
 
 
(k)
Consent.  Executive acknowledges that Executive has reviewed the provisions of this Agreement carefully and has been given an opportunity to ask questions of the Company.  Executive acknowledges that Executive has had ample opportunity to consult with an attorney of his choice prior to signing this Agreement and that Executive knowingly consents to the terms herein.
 
 
(l)
Integration.  Together with the Employment Agreement, this Agreement is an integration of the Parties’ agreement; no agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either Party, except those which are set forth expressly in this Agreement.
 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of this ___ day of December, 2011.
 

COMPANY:                                                                                                EXECUTIVE:

The Xxxx Group Inc.
                                           ______________________________
X.X. Xxxxxxxx, Xx.
___________________________________
Xxxxx Xxxxxxx
Xx. Vice President, Human Resources
 
Page 20 of 20
 
 
 
Exhibit 10.1
 
 EXHIBIT 1
 
RESTRICTED AREA
 
ALASKA
        
         
         
Aleutians East
  
Kenai Peninsula
  
Sitka
Aleutians West
  
Ketchikan Gateway
  
Skagway-Hoonah-Angoon
Anchorage
  
Kodiak Island
  
Southeast Xxxxxxxxx
Xxxxxx
  
Lake and Peninsula
  
Xxxxxx-Xxxxxxx
Bristol Bay
  
Matanuska-Susitna
  
Xxxx Xxxxxxx
Denali
  
Nome
  
Wrangell-Petersburg
Dillingham
  
North Slope
  
Yakutat
Fairbanks North Star
  
Northwest Arctic
  
Yukon-Koyukuk
Haines
  
Prince of Wales-Outer Ketchikan
    
Juneau
        
         
         
ALABAMA
        
         
         
Autauga
  
Xxxxxx
  
Xxxxxx
Xxxxxxx
  
Xxxxxxx
  
Xxxx
Xxxxxxx
  
Xxxxxxxx
  
Xxxxxxxx
Xxxx
  
Cherokee
  
Coffee
Xxxxxx
  
Xxxxxxx
  
Xxxxxxx
Xxxxxxx
  
Choctaw
  
Conecuh
         
 
 
Page 21 of 71
 
         
Coosa
  
Xxxxxxx
  
Xxxxx
Xxxxxxxxx
  
Xxxxxxxxx
  
Xxxxxxx
Xxxxxxxx
  
Xxxxx
  
Xxxx
Cullman
  
Lauderdale
  
Xxxxxxxx
Xxxx
  
Xxxxxxxx
  
Xxxxxxx
Xxxxxx
  
Xxx
  
St. Xxxxx
Xx Xxxx
  
Limestone
  
Xxxxxx
Xxxxxx
  
Lowndes
  
Sumter
Escambia
  
Macon
  
Talladega
Etowah
  
Madison
  
Tallapoosa
Fayette
  
Marengo
  
Tuscaloosa
Franklin
  
Xxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxxxx
  
Washington
Xxxxxx
  
Mobile
  
Xxxxxx
Xxxx
  
Xxxxxx
  
Xxxxxxx
Xxxxx
  
Xxxxxxxxxx
    
Houston
  
Morgan
    
         
         
ARIZONA
        
 
        
         
Apache
  
Xxxxxxxx
  
Pima
Cochise
  
La Paz
  
Pinal
Coconino
  
Maricopa
  
Santa Xxxx
Xxxx
  
Mohave
  
Yavapai
Xxxxxx
  
Navajo
  
Yuma
         
 
 
Page 22 of 71
 
         
ARKANSAS
        
         
         
Arkansas
  
Drew
  
Lonoke
Xxxxxx
  
Xxxxxxxx
  
Madison
Xxxxxx
  
Xxxxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxxxx
Xxxxx
  
Xxxxxxx
  
Mississippi
Xxxxxxx
  
Xxxxx
  
Xxxxxx
Xxxxxxx
  
Xxxxxx
  
Xxxxxxxxxx
Xxxxxxx
  
Hempstead
  
Nevada
Chicot
  
Hot Spring
  
Xxxxxx
Xxxxx
  
Xxxxxx
  
Ouachita
Clay
  
Independence
  
Perry
Xxxxxxxx
  
Xxxxx
  
Xxxxxxxx
Xxxxxxxxx
  
Xxxxxxx
  
Xxxx
Columbia
  
Xxxxxxxxx
  
Xxxxxxxx
Xxxxxx
  
Xxxxxxx
  
Xxxx
Xxxxxxxxx
  
Xxxxxxxxx
  
Xxxx
Xxxxxxxx
  
Xxxxxxxx
  
Prairie
Xxxxxxxxxx
  
Xxx
  
Pulaski
Cross
  
Xxxxxxx
  
Xxxxxxxx
Dallas
  
Little River
  
St. Xxxxxxx
Xxxxx
  
Xxxxx
  
Saline
 
 
Page 23 of 71
 
         
         
Xxxxx
  
Xxxxx
  
Washington
Xxxxxx
  
Xxxxx
  
Xxxxx
Xxxxxxxxx
  
Union
  
Xxxxxxxx
Xxxxxx
  
Van Buren
  
Yell
         
         
CALIFORNIA
        
         
         
Alameda
  
Lassen
  
San Xxxxxx
Alpine
  
Los Angeles
  
San Bernardino
Xxxxxx
  
Xxxxxx
  
San Diego
Butte
  
Marin
  
San Francisco
Calaveras
  
Mariposa
  
San Xxxxxxx
Colusa
  
Mendocino
  
San Xxxx Obispo
Contra Costa
  
Merced
  
San Mateo
Del Norte
  
Modoc
  
Santa Xxxxxxx
El Dorado
  
Mono
  
Santa Xxxxx
Fresno
  
Monterey
  
Santa Xxxx
Xxxxx
  
Napa
  
Shasta
Humboldt
  
Nevada
  
Sierra
Imperial
  
Orange
  
Siskiyou
Inyo
  
Placer
  
Xxxxxx
Xxxx
  
Plumas
  
Sonoma
Kings
  
Riverside
  
Stanislaus
Lake
  
Sacramento
  
Xxxxxx
         
 
 
Page 24 of 71
 
         
Tehama
  
Tuolumne
  
Yuba
Trinity
  
Ventura
    
Tulare
  
Yolo
    
         
         
COLORADO
        
         
         
Xxxxx
  
Eagle
  
Xxxxx
Alamosa
  
Xxxxxx
  
Xxxx
Arapahoe
  
El Paso
  
Mineral
Xxxxxxxxx
  
Fremont
  
Moffat
Xxxx
  
Xxxxxxxx
  
Montezuma
Bent
  
Xxxxxx
  
Montrose
Boulder
  
Grand
  
Xxxxxx
Xxxxxxxxxx
  
Gunnison
  
Xxxxx
Xxxxxxx
  
Hinsdale
  
Ouray
Cheyenne
  
Huerfano
  
Park
Clear Creek
  
Xxxxxxx
  
Xxxxxxxx
Conejos
  
Xxxxxxxxx
  
Xxxxxx
Xxxxxxxx
  
Kiowa
  
Prowers
Xxxxxxx
  
Kit Xxxxxx
  
Pueblo
Xxxxxx
  
Lake
  
Rio Xxxxxx
Delta
  
La Plata
  
Rio Grande
Denver
  
Larimer
  
Xxxxx
Xxxxxxx
  
Las Animas
  
Saguache
Xxxxxxx
  
Xxxxxxx
  
San Xxxx
         
 
 
Page 25 of 71
 
         
San Xxxxxx
  
Xxxxxx
  
Yuma
Sedgwick
  
Washington
    
Summit
  
Weld
    
         
         
CONNECTICUT
        
         
         
Fairfield
  
Middlesex
  
Tolland
Hartford
  
New Haven
  
Xxxxxxx
Xxxxxxxxxx
  
New London
    
         
         
DISTRICT OF COLUMBIA
        
         
District of Columbia
        
         
         
DELAWARE
        
         
         
Kent
        
   
New Castle
  
Sussex
         
FLORIDA
        
         
         
Alachua
  
Xxxxx
  
Bay
 
 
Page 26 of 71
 
         
         
Xxxxxxxx
  
Xxxxxxxx
  
Orange
Brevard
  
Highlands
  
Osceola
Broward
  
Hillsborough
  
Palm Beach
Xxxxxxx
  
Xxxxxx
  
Xxxxx
Xxxxxxxxx
  
Indian River
  
Pinellas
Citrus
  
Xxxxxxx
  
Xxxx
Xxxx
  
Xxxxxxxxx
  
Xxxxxx
Xxxxxxx
  
Xxxxxxxxx
  
St. Xxxxx
Columbia
  
Lake
  
St. Xxxxx
Xx Xxxx
  
Xxx
  
Santa Xxxx
Xxxxx
  
Xxxx
  
Sarasota
Xxxxx
  
Xxxx
  
Seminole
Escambia
  
Liberty
  
Sumter
Flagler
  
Madison
  
Suwannee
Franklin
  
Manatee
  
Xxxxxx
Xxxxxxx
  
Xxxxxx
  
Union
Xxxxxxxxx
  
Xxxxxx
  
Volusia
Glades
  
Miami-Dade
  
Wakulla
Gulf
  
Xxxxxx
  
Xxxxxx
Xxxxxxxx
  
Nassau
  
Washington
Hardee
  
Okaloosa
    
Xxxxxx
  
Okeechobee
    
         
         
GEORGIA
        
         
 
 
Page 27 of 71
 
         
Appling
  
Chatham
  
Early
Xxxxxxxx
  
Chattahoochee
  
Xxxxxx
Xxxxx
  
Chattooga
  
Effingham
Xxxxx
  
Cherokee
  
Xxxxxx
Xxxxxxx
  
Xxxxxx
  
Xxxxxxx
Banks
  
Xxxx
  
Xxxxx
Xxxxxx
  
Xxxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxx
  
Fayette
Xxx Xxxx
  
Xxxx
  
Xxxxx
Berrien
  
Coffee
  
Forsyth
Xxxx
  
Xxxxxxxx
  
Xxxxxxxx
Xxxxxxxx
  
Columbia
  
Xxxxxx
Xxxxxxxx
  
Xxxx
  
Xxxxxx
Xxxxxx
  
Coweta
  
Xxxxxxxx
Xxxxx
  
Xxxxxxxx
  
Xxxxx
Xxxxxxx
  
Crisp
  
Xxxxxx
Xxxxx
  
Dade
  
Xxxxx
Xxxxx
  
Xxxxxx
  
Xxxxxx
Xxxxxxx
  
Decatur
  
Gwinnett
Camden
  
De Xxxx
  
Habersham
Candler
  
Dodge
  
Hall
Xxxxxxx
  
Xxxxx
  
Xxxxxxx
Catoosa
  
Xxxxxxxxx
  
Xxxxxxxx
Xxxxxxxx
  
Xxxxxxx
  
Xxxxxx
         
 
 
Page 28 of 71
 
         
Xxxx
  
Xxxxxx
  
Xxxxxx
Heard
  
Xxxxxxxxxx
  
Xxxxxxx
Xxxxx
  
Xxxxxx
  
Seminole
Xxxxxxx
  
Xxxxxxxx
  
Xxxxxxxx
Xxxxx
  
Xxxxxx
  
Xxxxxxxx
Xxxxxxx
  
Xxxxxxxxxx
  
Xxxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxxxx
Xxxx Xxxxx
  
Xxxxxx
  
Xxxxxx
Xxxxxxxxx
  
Muscogee
  
Xxxxxxxxxx
Xxxxxxx
  
Xxxxxx
  
Tattnall
Xxxxxxx
  
Oconee
  
Xxxxxx
Xxxxx
  
Oglethorpe
  
Telfair
Xxxxx
  
Xxxxxxxx
  
Xxxxxxx
Xxxxxx
  
Xxxxx
  
Xxxxxx
Xxxxxxx
  
Xxxxxxx
  
Xxxx
Xxx
  
Xxxxxx
  
Xxxxxx
Liberty
  
Pike
  
Towns
Lincoln
  
Polk
  
Treutlen
Long
  
Pulaski
  
Xxxxx
Lowndes
  
Xxxxxx
  
Xxxxxx
Xxxxxxx
  
Xxxxxxx
  
Xxxxxx
XxXxxxxx
  
Xxxxx
  
Union
XxXxxxxx
  
Xxxxxxxx
  
 Xxxxx
Xxxxx
  
Richmond
  
Xxxxxx
Madison
  
Rockdale
  
Xxxxxx
         
 
 
Page 29 of 71
 
         
Xxxx
  
Xxxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxxx
  
Xxxxxx
Washington
  
White
  
Xxxxxxxxx
Xxxxx
  
Xxxxxxxxx
  
Worth
         
         
HAWAII
        
         
         
Hawaii
  
Kalawao
  
Maui
Honolulu
  
Kauai
    
         
         
IOWA
        
         
         
Xxxxx
  
Xxxxxx
  
Xxxxxxx
Xxxxx
  
Xxxxxxx
  
Xxxxxxxx
Allamakee
  
Xxxxxxx
  
Xxxxxx
Appanoose
  
Xxxx
  
Xxxxx
Audubon
  
Cedar
  
Decatur
Benton
  
Cerro Gordo
  
Delaware
Black Hawk
  
Cherokee
  
Des Moines
Xxxxx
  
Chickasaw
  
Xxxxxxxxx
Xxxxxx
  
Xxxxxx
  
Dubuque
Xxxxxxxx
  
Xxxx
  
Emmet
Buena Vista
  
Xxxxxxx
  
Xxxxxxx
         
 
 
Page 30 of 00
 
         
Xxxxx
  
Xxx
  
Xxxxxxxxxxxxx
Xxxxxxxx
  
Xxxx
  
Poweshiek
Fremont
  
Xxxxxx
  
Xxxxxxxx
Xxxxxx
  
Xxxxx
  
Sac
Grundy
  
Lyon
  
Xxxxx
Xxxxxxx
  
Madison
  
Xxxxxx
Xxxxxxxx
  
Mahaska
  
Sioux
Xxxxxxx
  
Xxxxxx
  
Story
Xxxxxx
  
Xxxxxxxx
  
Xxxx
Xxxxxxxx
  
Xxxxx
  
Xxxxxx
Xxxxx
  
Xxxxxxxx
  
Union
Xxxxxx
  
Monona
  
Van Buren
Humboldt
  
Monroe
  
Wapello
Xxx
  
Xxxxxxxxxx
  
Xxxxxx
Iowa
  
Muscatine
  
Washington
Xxxxxxx
  
O'Brien
  
Xxxxx
Xxxxxx
  
Osceola
  
Xxxxxxx
Xxxxxxxxx
  
Page
  
Winnebago
Xxxxxxx
  
Palo Alto
  
Winneshiek
Xxxxx
  
Plymouth
  
Woodbury
Keokuk
  
Pocahontas
  
Worth
Kossuth
  
Polk
  
Xxxxxx
         
         
IDAHO
        
 
 
Page 31 of 71
 
         
         
Ada
  
Cassia
  
Xxxxx
Xxxxx
  
Xxxxx
  
Xxxxxxx
Bannock
  
Clearwater
  
Madison
Bear Lake
  
Xxxxxx
  
Minidoka
Benewah
  
Xxxxxx
  
Xxx Perce
Xxxxxxx
  
Xxxxxxxx
  
Xxxxxx
Xxxxxx
  
Fremont
  
Owyhee
Boise
  
Gem
  
Payette
Xxxxxx
  
Xxxxxxx
  
Power
Bonneville
  
Idaho
  
Shoshone
Boundary
  
Jefferson
  
Teton
Butte
  
Xxxxxx
  
Twin Falls
Camas
  
Kootenai
  
Valley
Canyon
  
Latah
  
Washington
Caribou
  
Lemhi
    
         
         
ILLINOIS
        
         
         
Xxxxx
  
Bureau
  
Xxxxxxxxx
Xxxxxxxxx
  
Xxxxxxx
  
Xxxxx
Xxxx
  
Xxxxxxx
  
Xxxx
Xxxxx
  
Xxxx
  
Xxxxxxx
Xxxxx
  
Champaign
  
Coles
         
 
 
Page 32 of 71
 
         
Xxxx
  
Xxxxxxxxx
  
Xxxxxx
Xxxxxxxx
  
Jersey
  
Monroe
Cumberland
  
Xx Xxxxxxx
  
Xxxxxxxxxx
DeKalb
  
Xxxxxxx
  
Xxxxxx
Xx Xxxx
  
Xxxx
  
Xxxxxxxx
Xxxxxxx
  
Kankakee
  
Xxxx
DuPage
  
Xxxxxxx
  
Peoria
Xxxxx
  
Xxxx
  
Xxxxx
Xxxxxxx
  
Lake
  
Xxxxx
Effingham
  
La Salle
  
Pike
Fayette
  
Xxxxxxxx
  
Xxxx
Ford
  
Xxx
  
Xxxxxxx
Xxxxxxxx
  
Xxxxxxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxx
  
Xxxxxxxx
Xxxxxxxx
  
XxXxxxxxx
  
Richland
Xxxxxx
  
XxXxxxx
  
Rock Island
Grundy
  
XxXxxx
  
St. Xxxxx
Xxxxxxxx
  
Macon
  
Saline
Xxxxxxx
  
Macoupin
  
Sangamon
Hardin
  
Madison
  
Xxxxxxxx
Xxxxxxxxx
  
Xxxxxx
  
Xxxxx
Xxxxx
  
Xxxxxxxx
  
Xxxxxx
Iroquois
  
Xxxxx
  
Xxxxx
Xxxxxxx
  
Massac
  
Xxxxxxxxxx
Xxxxxx
  
Xxxxxx
  
Tazewell
 
 
Page 33 of 71
 
         
         
Union
  
Washington
  
Will
Vermilion
  
Xxxxx
  
Xxxxxxxxxx
Wabash
  
White
  
Winnebago
Xxxxxx
  
Xxxxxxxxx
  
Xxxxxxxx
         
         
INDIANA
        
         
         
Xxxxx
  
Delaware
  
Huntington
Xxxxx
  
Xxxxxx
  
Xxxxxxx
Xxxxxxxxxxx
  
Elkhart
  
Xxxxxx
Xxxxxx
  
Fayette
  
Xxx
Xxxxxxxxx
  
Xxxxx
  
Xxxxxxxxx
Xxxxx
  
Fountain
  
Xxxxxxxx
Xxxxx
  
Xxxxxxxx
  
Xxxxxxx
Xxxxxxx
  
Xxxxxx
  
Xxxx
Xxxx
  
Xxxxxx
  
Kosciusko
Xxxxx
  
Xxxxx
  
Lagrange
Xxxx
  
Xxxxxx
  
Lake
Xxxxxxx
  
Xxxxxxxx
  
La Porte
Xxxxxxxx
  
Xxxxxxx
  
Xxxxxxxx
Daviess
  
Xxxxxxxx
  
Xxxxxxx
Dearborn
  
Xxxxxxxxx
  
Xxxxxx
Decatur
  
Xxxxx
  
Xxxxxxxx
Xx Xxxx
  
Xxxxxx
  
Xxxxxx
         
 
 
Page 34 of 71
 
         
Miami
  
Pulaski
  
Xxxxxx
Xxxxxx
  
Xxxxxx
  
Union
Xxxxxxxxxx
  
Xxxxxxxx
  
Xxxxxxxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxxxxxxxx
Xxxxxx
  
Xxxx
  
Xxxx
Xxxxx
  
St. Xxxxxx
  
Wabash
Ohio
  
Xxxxx
  
Xxxxxx
Orange
  
Xxxxxx
  
Xxxxxxx
Xxxx
  
Xxxxxxx
  
Washington
Xxxxx
  
Xxxxxx
  
Xxxxx
Xxxxx
  
Steuben
  
Xxxxx
Pike
  
Xxxxxxxx
  
White
Xxxxxx
  
Switzerland
  
Xxxxxxx
Xxxxx
  
Tippecanoe
    
         
         
KANSAS
        
         
         
Xxxxx
  
Xxxxxx
  
Cloud
Xxxxxxxx
  
Xxxxx
  
Xxxxxx
Xxxxxxxx
  
Chautauqua
  
Comanche
Xxxxxx
  
Cherokee
  
Xxxxxx
Xxxxxx
  
Xxxxxxxx
  
Xxxxxxxx
Bourbon
  
Xxxxx
  
Decatur
Xxxxx
  
Xxxx
  
Xxxxxxxxx
 
 
Page 35 of 71
 
         
         
Doniphan
  
Kearny
  
Ottawa
Xxxxxxx
  
Xxxxxxx
  
Pawnee
Xxxxxxx
  
Kiowa
  
Xxxxxxxx
Elk
  
Labette
  
Pottawatomie
Xxxxx
  
Xxxx
  
Xxxxx
Xxxxxxxxx
  
Leavenworth
  
Xxxxxxx
Xxxxxx
  
Lincoln
  
Reno
Xxxx
  
Xxxx
  
Republic
Xxxxxxxx
  
Xxxxx
  
Rice
Xxxxx
  
Xxxx
  
Xxxxx
Xxxx
  
XxXxxxxxx
  
Xxxxx
Xxxxxx
  
Xxxxxx
  
Xxxx
Xxxxx
  
Xxxxxxxx
  
Xxxxxxx
Xxxx
  
Xxxxx
  
Saline
Greeley
  
Miami
  
Xxxxx
Xxxxxxxxx
  
Xxxxxxxx
  
Xxxxxxxx
Xxxxxxxx
  
Xxxxxxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxxxxxx
Xxxxxxx
  
Nemaha
  
Xxxxxxx
Xxxxxxxx
  
Neosho
  
Xxxxx
Xxxxxxx
  
Xxxx
  
Xxxxxxxx
Xxxxxxxxx
  
Xxxxxx
  
Xxxxxxx
Xxxxxx
  
Osage
  
Xxxxxxx
Xxxxxxx
  
Xxxxxxx
  
Xxxxxx
 
 
Page 36 of 71
 
         
         
Xxxxxx
  
Xxxxxxx
  
Xxxxxx
Xxxxx
  
Washington
  
Xxxxxxx
Xxxxxxxxx
  
Wichita
  
Wyandotte
         
         
KENTUCKY
        
         
         
Xxxxx
  
Xxxxxxxx
  
Xxxxxxxx
Xxxxx
  
Xxxxxxxx
  
Xxxxxx
Xxxxxxxx
  
Xxxxxxx
  
Xxxxxxxx
Xxxxxxx
  
Xxxxxx
  
Xxxxxxx
Barren
  
Xxxxx
  
Xxxxx
Bath
  
Xxxxxxxxx
  
Xxxxxx
Xxxx
  
Xxxxx
  
Xxxxxxx
Xxxxx
  
Xxxx
  
Xxxxx
Bourbon
  
Xxxxxxx
  
Xxxxxxx
Xxxx
  
Xxxxxxxxxx
  
Xxxxxxx
Xxxxx
  
Cumberland
  
Xxxxxx
Xxxxxxx
  
Daviess
  
Xxxxxx
Xxxxxxxxx
  
Xxxxxxxx
  
Xxxxxxxx
Xxxxxxxxxxxx
  
Xxxxxxx
  
Xxxx
Bullitt
  
Xxxxxx
  
Xxxxxxxxx
Xxxxxx
  
Xxxxxxx
  
Xxxxx
Xxxxxxxx
  
Xxxxxxx
  
Xxxxxxx
Xxxxxxxx
  
Xxxxx
  
Xxxxxxx
 
 
Page 37 of 71
 
         
         
Xxxxxxx
  
Magoffin
  
Xxxxxx
Xxxxxxxxx
  
Xxxxxx
  
Xxxxxxx
Jessamine
  
Xxxxxxxx
  
Xxxxxxxxx
Xxxxxxx
  
Xxxxxx
  
Rockcastle
Xxxxxx
  
Xxxxx
  
Xxxxx
Xxxxx
  
Xxxxx
  
Xxxxxxx
Xxxx
  
Menifee
  
Xxxxx
Xxxxx
  
Xxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxxxx
  
Xxxxxxx
Xxxxxxxx
  
Xxxxxx
  
Xxxxxxx
Xxx
  
Xxxxxxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxx
Xxxxxxx
  
Muhlenberg
  
Xxxxx
Xxxxx
  
Xxxxxx
  
Xxxxxxx
Xxxxxxx
  
Xxxxxxxx
  
Union
Xxxxxxxxxx
  
Ohio
  
Xxxxxx
Xxxxx
  
Xxxxxx
  
Washington
Xxxx
  
Xxxx
  
Xxxxx
XxXxxxxxx
  
Xxxxxx
  
Xxxxxxx
XxXxxxxx
  
Xxxxxxxxx
  
Xxxxxxx
XxXxxx
  
Xxxxx
  
Xxxxx
Madison
  
Pike
  
Woodford
         
         
       
 
 
Page 38 of 71
 
         
         
Acadia
  
Iberia
  
St. Xxxxxxx
Xxxxx
  
Iberville
  
St. Helena
Ascension
  
Xxxxxxx
  
St. Xxxxx
Assumption
  
Jefferson
  
St. Xxxx the Baptist
Avoyelles
  
Xxxxxxxxx Xxxxx
  
St. Xxxxxx
Xxxxxxxxxx
  
Lafayette
  
St. Xxxxxx
Bienville
  
Lafourche
  
St. Xxxx
Xxxxxxx
  
La Salle
  
St. Tammany
Caddo
  
Lincoln
  
Tangipahoa
Calcasieu
  
Xxxxxxxxxx
  
Tensas
Xxxxxxxx
  
Madison
  
Terrebonne
Xxxxxxx
  
Xxxxxxxxx
  
Union
Catahoula
  
Natchitoches
  
Vermilion
Claiborne
  
Orleans
  
Xxxxxx
Concordia
  
Ouachita
  
Washington
De Xxxx
  
Plaquemines
  
Xxxxxxx
East Baton Rouge
  
Pointe Coupee
  
West Baton Rouge
East Xxxxxxx
  
Rapides
  
West Xxxxxxx
East Xxxxxxxxx
  
Red River
  
Xxxx Xxxxxxxxx
Xxxxxxxxxx
  
Richland
  
Xxxx
Xxxxxxxx
  
Xxxxxx
    
Xxxxx
  
St. Xxxxxxx
    
 
 
Page 39 of 71
 
         
         
MASSACHUSETTS
        
         
         
Barnstable
  
Franklin
  
Norfolk
Berkshire
  
Hampden
  
Plymouth
Bristol
  
Hampshire
  
Suffolk
Xxxxx
  
Middlesex
  
Worcester
Essex
  
Nantucket
    
         
         
MARYLAND
        
         
         
Allegany
  
Dorchester
  
Queen Anne's
Xxxx Xxxxxxx
  
Xxxxxxxxx
  
St. Mary's
Baltimore
  
Xxxxxxx
  
Somerset
Xxxxxxx
  
Xxxxxxx
  
Xxxxxx
Xxxxxxxx
  
Xxxxxx
  
Washington
Xxxxxxx
  
Xxxx
  
Wicomico
Xxxxx
  
Xxxxxxxxxx
  
Worcester
Xxxxxxx
  
Xxxxxx George's
  
Baltimore City
         
         
MAINE
        
         
         
Androscoggin
  
Cumberland
  
Xxxxxxx
Aroostook
  
Franklin
  
Kennebec
 
 
Page 40 of 71
 
         
         
Xxxx
  
Piscataquis
  
Washington
Lincoln
  
Sagadahoc
  
York
Oxford
  
Somerset
    
Penobscot
  
Waldo
    
         
         
MICHIGAN
        
         
         
Alcona
  
Xxxxx
  
Xxxxx
Xxxxx
  
Xxxxxxx
  
Iron
Allegan
  
Xxxxxxxx
  
Xxxxxxxx
Alpena
  
Delta
  
Xxxxxxx
Antrim
  
Xxxxxxxxx
  
Kalamazoo
Arenac
  
Xxxxx
  
Kalkaska
Xxxxxx
  
Xxxxx
  
Xxxx
Xxxxx
  
Genesee
  
Keweenaw
Bay
  
Gladwin
  
Lake
Benzie
  
Gogebic
  
Lapeer
Berrien
  
Grand Traverse
  
Leelanau
Branch
  
Gratiot
  
Lenawee
Xxxxxxx
  
Hillsdale
  
Xxxxxxxxxx
Xxxx
  
Xxxxxxxx
  
Xxxx
Charlevoix
  
Huron
  
Mackinac
Cheboygan
  
Xxxxxx
  
Macomb
Chippewa
  
Ionia
  
Manistee
 
 
Page 41 of 71
 
         
         
Marquette
  
Oakland
  
St. Xxxxx
Xxxxx
  
Oceana
  
St. Xxxxxx
Mecosta
  
Ogemaw
  
Sanilac
Menominee
  
Ontonagon
  
Xxxxxxxxxxx
Midland
  
Osceola
  
Shiawassee
Missaukee
  
Oscoda
  
Tuscola
Monroe
  
Otsego
  
Van Buren
Montcalm
  
Ottawa
  
Washtenaw
Montmorency
  
Presque Isle
  
Xxxxx
Muskegon
  
Roscommon
  
Wexford
Newaygo
  
Saginaw
    
         
         
MINNESOTA
        
         
         
Aitkin
  
Xxxx
  
Xxxxxxx
Anoka
  
Chippewa
  
Faribault
Xxxxxx
  
Chisago
  
Fillmore
Beltrami
  
Xxxx
  
Xxxxxxxx
Xxxxxx
  
Clearwater
  
Goodhue
Big Stone
  
Xxxx
  
Xxxxx
Blue Earth
  
Cottonwood
  
Hennepin
Xxxxx
  
Crow Wing
  
Xxxxxxx
Xxxxxxx
  
Dakota
  
Xxxxxxx
Xxxxxx
  
Dodge
  
Isanti
 
 
Page 42 of 71
 
         
         
Itasca
  
Mower
  
St. Xxxxx
Xxxxxxx
  
Xxxxxx
  
Xxxxx
Kanabec
  
Nicollet
  
Xxxxxxxxx
Kandiyohi
  
Xxxxxx
  
Xxxxxx
Xxxxxxx
  
Xxxxxx
  
Xxxxxxx
Koochiching
  
Olmsted
  
Xxxxxx
Lac qui Parle
  
Otter Tail
  
Xxxxxxx
Lake
  
Xxxxxxxxxx
  
Swift
Lake of the Xxxxx
  
Pine
  
Xxxx
Xx Xxxxx
  
Pipestone
  
Traverse
Lincoln
  
Polk
  
Wabasha
Lyon
  
Xxxx
  
Xxxxxx
XxXxxx
  
Xxxxxx
  
Waseca
Mahnomen
  
Red Lake
  
Xxxxxxxxxx
Xxxxxxxx
  
Redwood
  
Watonwan
Xxxxxx
  
Xxxxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxx
  
Xxxxxx
Mille Lacs
  
Rock
  
Xxxxxx
Xxxxxxxx
  
Roseau
  
Yellow Medicine
         
         
MISSOURI
        
         
         
Xxxxx
  
Xxxxxxxx
  
Xxxxx
Xxxxxx
  
Xxxxxxx
  
Xxxxxx
 
 
Page 43 of 00
 
         
         
Xxxxx
  
Xx Xxxx
  
Xxxxxxx
Xxxxxx
  
Xxxx
  
Xxxx
Xxxxxxxxx
  
Xxxxxxx
  
Xxxxxxxxxx
Xxxxx
  
Xxxxxxx
  
XxXxxxxx
Xxxxxxxx
  
Xxxxxxxx
  
Xxxxx
Xxxxxx
  
Gasconade
  
Madison
Xxxxxxxx
  
Xxxxxx
  
Maries
Callaway
  
Xxxxxx
  
Xxxxxx
Camden
  
Grundy
  
Xxxxxx
Cape Girardeau
  
Xxxxxxxx
  
Xxxxxx
Xxxxxxx
  
Xxxxx
  
Mississippi
Xxxxxx
  
Hickory
  
Moniteau
Xxxx
  
Xxxx
  
Xxxxxx
Cedar
  
Xxxxxx
  
Xxxxxxxxxx
Chariton
  
Howell
  
Xxxxxx
Xxxxxxxxx
  
Iron
  
New Madrid
Xxxxx
  
Xxxxxxx
  
Xxxxxx
Xxxx
  
Jasper
  
Nodaway
Xxxxxxx
  
Xxxxxxxxx
  
Oregon
Xxxx
  
Xxxxxxx
  
Osage
Xxxxxx
  
Xxxx
  
Ozark
Xxxxxxxx
  
Laclede
  
Pemiscot
Dade
  
Xxxxxxxxx
  
Xxxxx
Dallas
  
Xxxxxxxx
  
Xxxxxx
Daviess
  
Xxxxx
  
Xxxxxx
 
 
Page 44 of 71
 
         
         
Pike
  
Ste. Xxxxxxxxx
  
Xxxxx
Platte
  
St. Francois
  
Texas
Polk
  
St. Louis
  
Xxxxxx
Xxxxxxx
  
Saline
  
Xxxxxx
Xxxxxx
  
Xxxxxxxx
  
Xxxxxxxxxx
Xxxxx
  
Scotland
  
Xxxxx
Xxxxxxxx
  
Xxxxx
  
Xxxxxxx
Xxx
  
Xxxxxxx
  
Worth
Xxxxxxxx
  
Xxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxxxx
  
St. Louis City
St. Xxxxxxx
  
Xxxxx
    
St. Xxxxx
  
Xxxxxxxx
    
         
         
MISSISSIPPI
        
         
         
Xxxxx
  
Choctaw
  
Xxxxxxxx
Xxxxxx
  
Xxxxxxxxx
  
Xxxxxx
Amite
  
Xxxxxx
  
Xxxxxx
Xxxxxx
  
Xxxx
  
Grenada
Xxxxxx
  
Coahoma
  
Xxxxxxx
Xxxxxxx
  
Copiah
  
Xxxxxxxx
Xxxxxxx
  
Xxxxxxxxx
  
Xxxxx
Xxxxxxx
  
DeSoto
  
Xxxxxx
Chickasaw
  
Xxxxxxx
  
Xxxxxxxxx
 
 
Page 45 of 71
 
         
         
Issaquena
  
Xxxxxxxx
  
Xxxxx
Itawamba
  
Monroe
  
Sunflower
Xxxxxxx
  
Xxxxxxxxxx
  
Tallahatchie
Jasper
  
Neshoba
  
Xxxx
Xxxxxxxxx
  
Xxxxxx
  
Tippah
Xxxxxxxxx Xxxxx
  
Noxubee
  
Tishomingo
Xxxxx
  
Oktibbeha
  
Tunica
Xxxxxx
  
Panola
  
Union
Lafayette
  
Pearl River
  
Xxxxxxxx
Xxxxx
  
Xxxxx
  
Xxxxxx
Lauderdale
  
Pike
  
Xxxxxxxxxx
Xxxxxxxx
  
Pontotoc
  
Xxxxx
Xxxxx
  
Xxxxxxxx
  
Xxxxxxx
Xxx
  
Xxxxxxx
  
Xxxxxxxxx
Xxxxxxx
  
Xxxxxx
  
Xxxxxxx
Xxxxxxx
  
Xxxxx
  
Yalobusha
Lowndes
  
Xxxxxxx
  
Yazoo
Madison
  
Xxxxxxx
    
Xxxxxx
  
Xxxxx
    
         
         
MONTANA
        
         
         
Beaverhead
  
Xxxxxx
  
Carbon
Big Horn
  
Xxxxxxxxxx
  
Xxxxxx
 
 
Page 46 of 71
 
         
         
Cascade
  
Lake
  
Ravalli
Xxxxxxxx
  
Xxxxx and Xxxxx
  
Richland
Xxxxxx
  
Liberty
  
Xxxxxxxxx
Xxxxxxx
  
Lincoln
  
Rosebud
Xxxxxx
  
XxXxxx
  
Xxxxxxx
Deer Lodge
  
Madison
  
Xxxxxxxx
Xxxxxx
  
Xxxxxxx
  
Silver Bow
Fergus
  
Mineral
  
Stillwater
Flathead
  
Missoula
  
Sweet Grass
Gallatin
  
Musselshell
  
Teton
Garfield
  
Park
  
Toole
Glacier
  
Petroleum
  
Treasure
Golden Valley
  
Xxxxxxxx
  
Valley
Granite
  
Pondera
  
Wheatland
Hill
  
Powder River
  
Wibaux
Xxxxxxxxx
  
Xxxxxx
  
Yellowstone
Xxxxxx Basin
  
Prairie
  
Yellowstone National Park
         
         
NORTH CAROLINA
        
         
         
Alamance
  
Xxxx
  
Xxxxxx
Xxxxxxxxx
  
Xxxxx
  
Brunswick
Alleghany
  
Beaufort
  
Buncombe
Anson
  
Xxxxxx
  
Xxxxx
 
 
Page 47 of 71
 
         
         
Cabarrus
  
Xxxxxx
  
Xxxxx
Xxxxxxxx
  
Xxxxxxxxx
  
Xxxx
Camden
  
Xxxxxx
  
New Hanover
Carteret
  
Guilford
  
Northampton
Xxxxxxx
  
Halifax
  
Onslow
Catawba
  
Harnett
  
Orange
Xxxxxxx
  
Xxxxxxx
  
Pamlico
Cherokee
  
Xxxxxxxxx
  
Pasquotank
Chowan
  
Hertford
  
Xxxxxx
Xxxx
  
Xxxx
  
Perquimans
Xxxxxxxxx
  
Xxxx
  
Person
Columbus
  
Iredell
  
Pitt
Xxxxxx
  
Xxxxxxx
  
Xxxx
Cumberland
  
Xxxxxxxx
  
Xxxxxxxx
Currituck
  
Xxxxx
  
Richmond
Dare
  
Xxx
  
Xxxxxxx
Davidson
  
Lenoir
  
Rockingham
Xxxxx
  
Xxxxxxx
  
Xxxxx
Xxxxxx
  
XxXxxxxx
  
Xxxxxxxxxx
Xxxxxx
  
Xxxxx
  
Xxxxxxx
Xxxxxxxxx
  
Madison
  
Scotland
Xxxxxxx
  
Xxxxxx
  
Xxxxxx
Xxxxxxxx
  
Mecklenburg
  
Xxxxxx
Xxxxxx
  
Xxxxxxxx
  
Xxxxx
Xxxxx
  
Xxxxxxxxxx
  
Xxxxx
 
 
Page 48 of 71
 
         
         
Transylvania
  
Xxxxxx
  
Xxxxxx
Xxxxxxx
  
Washington
  
Yadkin
Union
  
Watauga
  
Xxxxxx
Xxxxx
  
Xxxxx
    
Wake
  
Xxxxxx
    
         
         
NORTH DAKOTA
        
         
         
Xxxxx
  
Golden Valley
  
Xxxxxx
Xxxxxx
  
Grand Forks
  
Pembina
Xxxxxx
  
Xxxxx
  
Xxxxxx
Xxxxxxxx
  
Xxxxxx
  
Xxxxxx
Bottineau
  
Hettinger
  
Xxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxxxxxx
Xxxxx
  
Xx Xxxxx
  
Richland
Xxxxxxxx
  
Xxxxx
  
Rolette
Xxxx
  
XxXxxxx
  
Xxxxxxx
Cavalier
  
XxXxxxxx
  
Xxxxxxxx
Xxxxxx
  
XxXxxxxx
  
Sioux
Divide
  
XxXxxx
  
Slope
Xxxx
  
Xxxxxx
  
Xxxxx
Xxxx
  
Xxxxxx
  
Xxxxxx
Xxxxxx
  
Mountrail
  
Xxxxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxxxx
 
 
Page 49 of 71
 
         
         
Traill
  
Xxxx
  
Xxxxxxxx
Xxxxx
  
Xxxxx
    
         
         
NEBRASKA
        
         
         
Xxxxx
  
Cuming
  
Greeley
Antelope
  
Custer
  
Xxxx
Xxxxxx
  
Dakota
  
Xxxxxxxx
Banner
  
Xxxxx
  
Xxxxxx
Xxxxxx
  
Xxxxxx
  
Xxxxx
Xxxxx
  
Xxxxx
  
Xxxxxxxxx
Box Butte
  
Xxxxx
  
Xxxx
Xxxx
  
Xxxxx
  
Xxxxxx
Xxxxx
  
Xxxxxxx
  
Xxxxxx
Buffalo
  
Xxxxx
  
Xxxxxxxxx
Xxxx
  
Xxxxxxxx
  
Xxxxxxx
Xxxxxx
  
Xxxxxxxx
  
Xxxxxxx
Xxxx
  
Frontier
  
Xxxxx
Cedar
  
Xxxxxx
  
Xxxx Paha
Xxxxx
  
Xxxx
  
Xxxxxxx
Xxxxxx
  
Garden
  
Xxxx
Xxxxxxxx
  
Xxxxxxxx
  
Xxxxxxxxx
Xxxx
  
Xxxxxx
  
Lincoln
Colfax
  
Xxxxx
  
Xxxxx
 
 
Page 50 of 71
 
         
         
Loup
  
Xxxxxx
  
Xxxxxxx
XxXxxxxxx
  
Platte
  
Sioux
Madison
  
Polk
  
Xxxxxxx
Xxxxxxx
  
Red Willow
  
Xxxxxx
Xxxxxxx
  
Xxxxxxxxxx
  
Xxxxxx
Xxxxx
  
Rock
  
Xxxxxxxx
Nemaha
  
Saline
  
Valley
Xxxxxxxx
  
Xxxxx
  
Washington
Otoe
  
Xxxxxxxx
  
Xxxxx
Pawnee
  
Scotts Bluff
  
Xxxxxxx
Xxxxxxx
  
Xxxxxx
  
Xxxxxxx
Xxxxxx
  
Xxxxxxxx
  
York
         
         
NEW HAMPSHIRE
        
         
         
Xxxxxxx
  
Xxxxxxx
  
Xxxxxxxxx
Xxxxxxx
  
Hillsborough
  
 Xxxxxxxx
Cheshire
  
Merrimack
    
Coos
  
Rockingham
    
         
         
NEW JERSEY
        
         
         
Atlantic
  
Bergen
  
Burlington
 
 
Page 51 of 71
 
         
         
Camden
  
Hunterdon
  
Passaic
Cape May
  
Xxxxxx
  
Salem
Cumberland
  
Middlesex
  
Somerset
Essex
  
Monmouth
  
Sussex
Gloucester
  
Xxxxxx
  
Union
Xxxxxx
  
Ocean
  
Xxxxxx
         
         
NEW MEXICO
        
         
         
Bernalillo
  
Xxxxxxx
  
Xxxxxxxxx
Xxxxxx
  
Xxxxxxx
  
Xxxxxxxx
Xxxxxx
  
Xxx
  
San Xxxx
Cibola
  
Lincoln
  
San Xxxxxx
Xxxxxx
  
Los Alamos
  
Santa Xx
Xxxxx
  
Luna
  
Sierra
De Baca
  
McKinley
  
Socorro
Dona Ana
  
Mora
  
Taos
Eddy
  
Otero
  
Torrance
Grant
  
Quay
  
Union
Guadalupe
  
Rio Arriba
  
Valencia
         
         
NEVADA
        
 
 
Page 52 of 71
 
         
         
Churchill
  
Humboldt
  
Pershing
Clark
  
Lander
  
Storey
Douglas
  
Lincoln
  
Washoe
Elko
  
Lyon
  
White Pine
Esmeralda
  
Mineral
  
Carson City
Eureka
  
Nye
    
         
         
NEW YORK
        
         
         
Albany
  
Essex
  
New York
Allegany
  
Franklin
  
Niagara
Bronx
  
Fulton
  
Oneida
Broome
  
Genesee
  
Onondaga
Cattaraugus
  
Greene
  
Ontario
Cayuga
  
Hamilton
  
Orange
Chautauqua
  
Herkimer
  
Orleans
Chemung
  
Jefferson
  
Oswego
Chenango
  
Kings
  
Otsego
Clinton
  
Lewis
  
Putnam
Columbia
  
Livingston
  
Queens
Cortland
  
Madison
  
Rensselaer
Delaware
  
Monroe
  
Richmond
Dutchess
  
Montgomery
  
Rockland
Erie
  
Nassau
  
St. Lawrence
 
 
Page 53 of 71
 
         
         
Saratoga
  
Suffolk
  
Washington
Schenectady
  
Sullivan
  
Wayne
Schoharie
  
Tioga
  
Westchester
Schuyler
  
Tompkins
  
Wyoming
Seneca
  
Ulster
  
Yates
Steuben
  
Warren
    
         
         
OHIO
        
         
         
Adams
  
Columbiana
  
Greene
Allen
  
Coshocton
  
Guernsey
Ashland
  
Crawford
  
Hamilton
Ashtabula
  
Cuyahoga
  
Hancock
Athens
  
Darke
  
Hardin
Auglaize
  
Defiance
  
Harrison
Belmont
  
Delaware
  
Henry
Brown
  
Erie
  
Highland
Butler
  
Fairfield
  
Hocking
Carroll
  
Fayette
  
Holmes
Champaign
  
Franklin
  
Huron
Clark
  
Fulton
  
Jackson
Clermont
  
Gallia
  
Jefferson
Clinton
  
Geauga
  
Knox
 
 
Page 54 of 71
 
         
         
Lake
  
Morrow
  
Shelby
Lawrence
  
Muskingum
  
Stark
Licking
  
Noble
  
Summit
Logan
  
Ottawa
  
Trumbull
Lorain
  
Paulding
  
Tuscarawas
Lucas
  
Perry
  
Union
Madison
  
Pickaway
  
Van Wert
Mahoning
  
Pike
  
Vinton
Marion
  
Portage
  
Warren
Medina
  
Preble
  
Washington
Meigs
  
Putnam
  
Wayne
Mercer
  
Richland
  
Williams
Miami
  
Ross
  
Wood
Monroe
  
Sandusky
  
Wyandot
Montgomery
  
Scioto
    
Morgan
  
Seneca
    
         
         
OKLAHOMA
        
         
         
Adair
  
Blaine
  
Cherokee
Alfalfa
  
Bryan
  
Choctaw
Atoka
  
Caddo
  
Cimarron
Beaver
  
Canadian
  
Cleveland
Beckham
  
Carter
  
Coal
 
 
Page 55 of 71
 
         
         
Comanche
  
Kingfisher
  
Ottawa
Cotton
  
Kiowa
  
Pawnee
Craig
  
Latimer
  
Payne
Creek
  
Le Flore
  
Pittsburg
Custer
  
Lincoln
  
Pontotoc
Delaware
  
Logan
  
Pottawatomie
Dewey
  
Love
  
Pushmataha
Ellis
  
McClain
  
Roger Mills
Garfield
  
McCurtain
  
Rogers
Garvin
  
McIntosh
  
Seminole
Grady
  
Major
  
Sequoyah
Grant
  
Marshall
  
Stephens
Greer
  
Mayes
  
Texas
Harmon
  
Murray
  
Tillman
Harper
  
Muskogee
  
Tulsa
Haskell
  
Noble
  
Wagoner
Hughes
  
Nowata
  
Washington
Jackson
  
Okfuskee
  
Washita
Jefferson
  
Oklahoma
  
Woods
Johnston
  
Okmulgee
  
Woodward
Kay
  
Osage
    
         
         
OREGON
        
 
 
Page 56 of 71
 
         
         
Baker
  
Harney
  
Morrow
Benton
  
Hood River
  
Multnomah
Clackamas
  
Jackson
  
Polk
Clatsop
  
Jefferson
  
Sherman
Columbia
  
Josephine
  
Tillamook
Coos
  
Klamath
  
Umatilla
Crook
  
Lake
  
Union
Curry
  
Lane
  
Wallowa
Deschutes
  
Lincoln
  
Wasco
Douglas
  
Linn
  
Washington
Gilliam
  
Malheur
  
Wheeler
Grant
  
Marion
  
Yamhill
         
         
PENNSYLVANIA
        
         
         
Adams
  
Butler
  
Columbia
Allegheny
  
Cambria
  
Crawford
Armstrong
  
Cameron
  
Cumberland
Beaver
  
Carbon
  
Dauphin
Bedford
  
Centre
  
Delaware
Berks
  
Chester
  
Elk
Blair
  
Clarion
  
Erie
Bradford
  
Clearfield
  
Fayette
Bucks
  
Clinton
  
Forest
 
 
Page 57 of 71
 
         
         
Franklin
  
McKean
  
Somerset
Fulton
  
Mercer
  
Sullivan
Greene
  
Mifflin
  
Susquehanna
Huntingdon
  
Monroe
  
Tioga
Indiana
  
Montgomery
  
Union
Jefferson
  
Montour
  
Venango
Juniata
  
Northampton
  
Warren
Lackawanna
  
Northumberland
  
Washington
Lancaster
  
Perry
  
Wayne
Lawrence
  
Philadelphia
  
Westmoreland
Lebanon
  
Pike
  
Wyoming
Lehigh
  
Potter
  
York
Luzerne
  
Schuylkill
    
Lycoming
  
Snyder
    
         
         
RHODE ISLAND
        
         
         
Bristol
  
Newport
  
Washington
Kent
  
Providence
    
         
         
SOUTH CAROLINA
        
         
         
Abbeville
  
Aiken
  
Allendale
 
 
Page 58 of 71
 
         
         
Anderson
  
Edgefield
  
Marion
Bamberg
  
Fairfield
  
Marlboro
Barnwell
  
Florence
  
Newberry
Beaufort
  
Georgetown
  
Oconee
Berkeley
  
Greenville
  
Orangeburg
Calhoun
  
Greenwood
  
Pickens
Charleston
  
Hampton
  
Richland
Cherokee
  
Horry
  
Saluda
Chester
  
Jasper
  
Spartanburg
Chesterfield
  
Kershaw
  
Sumter
Clarendon
  
Lancaster
  
Union
Colleton
  
Laurens
  
Williamsburg
Darlington
  
Lee
  
York
Dillon
  
Lexington
    
Dorchester
  
McCormick
    
         
         
SOUTH DAKOTA
        
         
         
Aurora
  
Brule
  
Clay
Beadle
  
Buffalo
  
Codington
Bennett
  
Butte
  
Corson
Bon Homme
  
Campbell
  
Custer
Brookings
  
Charles Mix
  
Davison
Brown
  
Clark
  
Day
 
 
Page 59 of 71
 
         
         
Deuel
  
Jackson
  
Pennington
Dewey
  
Jerauld
  
Perkins
Douglas
  
Jones
  
Potter
Edmunds
  
Kingsbury
  
Roberts
Fall River
  
Lake
  
Sanborn
Faulk
  
Lawrence
  
Shannon
Grant
  
Lincoln
  
Spink
Gregory
  
Lyman
  
Stanley
Haakon
  
McCook
  
Sully
Hamlin
  
McPherson
  
Todd
Hand
  
Marshall
  
Tripp
Hanson
  
Meade
  
Turner
Harding
  
Mellette
  
Union
Hughes
  
Miner
  
Walworth
Hutchinson
  
Minnehaha
  
Yankton
Hyde
  
Moody
  
Ziebach
         
         
TENNESSEE
        
         
         
Anderson
  
Bradley
  
Cheatham
Bedford
  
Campbell
  
Chester
Benton
  
Cannon
  
Claiborne
Bledsoe
  
Carroll
  
Clay
Blount
  
Carter
  
Cocke
 
 
Page 60 of 71
 
         
         
Coffee
  
Hickman
  
Obion
Crockett
  
Houston
  
Overton
Cumberland
  
Humphreys
  
Perry
Davidson
  
Jackson
  
Pickett
Decatur
  
Jefferson
  
Polk
DeKalb
  
Johnson
  
Putnam
Dickson
  
Knox
  
Rhea
Dyer
  
Lake
  
Roane
Fayette
  
Lauderdale
  
Robertson
Fentress
  
Lawrence
  
Rutherford
Franklin
  
Lewis
  
Scott
Gibson
  
Lincoln
  
Sequatchie
Giles
  
Loudon
  
Sevier
Grainger
  
McMinn
  
Shelby
Greene
  
McNairy
  
Smith
Grundy
  
Macon
  
Stewart
Hamblen
  
Madison
  
Sullivan
Hamilton
  
Marion
  
Sumner
Hancock
  
Marshall
  
Tipton
Hardeman
  
Maury
  
Trousdale
Hardin
  
Meigs
  
Unicoi
Hawkins
  
Monroe
  
Union
Haywood
  
Montgomery
  
Van Buren
Henderson
  
Moore
  
Warren
Henry
  
Morgan
  
Washington
 
 
Page 61 of 71
 
         
         
Wayne
  
White
  
Wilson
Weakley
  
Williamson
    
         
         
TEXAS
        
         
         
Anderson
  
Brazoria
  
Clay
Andrews
  
Brazos
  
Cochran
Angelina
  
Brewster
  
Coke
Aransas
  
Briscoe
  
Coleman
Archer
  
Brooks
  
Collin
Armstrong
  
Brown
  
Collingsworth
Atascosa
  
Burleson
  
Colorado
Austin
  
Burnet
  
Comal
Bailey
  
Caldwell
  
Comanche
Bandera
  
Calhoun
  
Concho
Bastrop
  
Callahan
  
Cooke
Baylor
  
Cameron
  
Coryell
Bee
  
Camp
  
Cottle
Bell
  
Carson
  
Crane
Bexar
  
Cass
  
Crockett
Blanco
  
Castro
  
Crosby
Borden
  
Chambers
  
Culberson
Bosque
  
Cherokee
  
Dallam
Bowie
  
Childress
  
Dallas
 
 
Page 62 of 71
 
         
         
Dawson
  
Gaines
  
Hidalgo
Deaf Smith
  
Galveston
  
Hill
Delta
  
Garza
  
Hockley
Denton
  
Gillespie
  
Hood
De Witt
  
Glasscock
  
Hopkins
Dickens
  
Goliad
  
Houston
Dimmit
  
Gonzales
  
Howard
Donley
  
Gray
  
Hudspeth
Duval
  
Grayson
  
Hunt
Eastland
  
Gregg
  
Hutchinson
Ector
  
Grimes
  
Irion
Edwards
  
Guadalupe
  
Jack
Ellis
  
Hale
  
Jackson
El Paso
  
Hall
  
Jasper
Erath
  
Hamilton
  
Jeff Davis
Falls
  
Hansford
  
Jefferson
Fannin
  
Hardeman
  
Jim Hogg
Fayette
  
Hardin
  
Jim Wells
Fisher
  
Harris
  
Johnson
Floyd
  
Harrison
  
Jones
Foard
  
Hartley
  
Karnes
Fort Bend
  
Haskell
  
Kaufman
Franklin
  
Hays
  
Kendall
Freestone
  
Hemphill
  
Kenedy
Frio
  
Henderson
  
Kent
 
 
Page 63 of 71
 
         
         
Kerr
  
Marion
  
Panola
Kimble
  
Martin
  
Parker
King
  
Mason
  
Parmer
Kinney
  
Matagorda
  
Pecos
Kleberg
  
Maverick
  
Polk
Knox
  
Medina
  
Potter
Lamar
  
Menard
  
Presidio
Lamb
  
Midland
  
Rains
Lampasas
  
Milam
  
Randall
La Salle
  
Mills
  
Reagan
Lavaca
  
Mitchell
  
Real
Lee
  
Montague
  
Red River
Leon
  
Montgomery
  
Reeves
Liberty
  
Moore
  
Refugio
Limestone
  
Morris
  
Roberts
Lipscomb
  
Motley
  
Robertson
Live Oak
  
Nacogdoches
  
Rockwall
Llano
  
Navarro
  
Runnels
Loving
  
Newton
  
Rusk
Lubbock
  
Nolan
  
Sabine
Lynn
  
Nueces
  
San Augustine
McCulloch
  
Ochiltree
  
San Jacinto
McLennan
  
Oldham
  
San Patricio
McMullen
  
Orange
  
San Saba
Madison
  
Palo Pinto
  
Schleicher
 
 
Page 64 of 71
 
         
         
Scurry
  
Throckmorton
  
Webb
Shackelford
  
Titus
  
Wharton
Shelby
  
Tom Green
  
Wheeler
Sherman
  
Travis
  
Wichita
Smith
  
Trinity
  
Wilbarger
Somervell
  
Tyler
  
Willacy
Starr
  
Upshur
  
Williamson
Stephens
  
Upton
  
Wilson
Sterling
  
Uvalde
  
Winkler
Stonewall
  
Val Verde
  
Wise
Sutton
  
Van Zandt
  
Wood
Swisher
  
Victoria
  
Yoakum
Tarrant
  
Walker
  
Young
Taylor
  
Waller
  
Zapata
Terrell
  
Ward
  
Zavala
Terry
  
Washington
    
         
         
UTAH
        
         
         
Beaver
  
Davis
  
Iron
Box Elder
  
Duchesne
  
Juab
Cache
  
Emery
  
Kane
Carbon
  
Garfield
  
Millard
Daggett
  
Grand
  
Morgan
 
 
Page 65 of 71
 
         
         
Piute
  
Sevier
  
Wasatch
Rich
  
Summit
  
Washington
Salt Lake
  
Tooele
  
Wayne
San Juan
  
Uintah
  
Weber
Sanpete
  
Utah
    
         
         
VERMONT
        
         
         
Addison
  
Franklin
  
Rutland
Bennington
  
Grand Isle
  
Washington
Caledonia
  
Lamoille
  
Windham
Chittenden
  
Orange
  
Windsor
Essex
  
Orleans
    
         
         
VIRGINIA
        
         
         
Accomack
  
Bedford
  
Charles City
Albemarle
  
Bland
  
Charlotte
Alleghany
  
Botetourt
  
Chesterfield
Amelia
  
Brunswick
  
Clarke
Amherst
  
Buchanan
  
Craig
Appomattox
  
Buckingham
  
Culpeper
Arlington
  
Campbell
  
Cumberland
Augusta
  
Caroline
  
Dickenson
Bath
  
Carroll
  
Dinwiddie
 
 
Page 66 of 71
 
         
         
Essex
  
Lancaster
  
Pulaski
Fairfax
  
Lee
  
Rappahannock
Fauquier
  
Loudoun
  
Richmond
Floyd
  
Louisa
  
Roanoke
Fluvanna
  
Lunenburg
  
Rockbridge
Franklin
  
Madison
  
Rockingham
Frederick
  
Mathews
  
Russell
Giles
  
Mecklenburg
  
Scott
Gloucester
  
Middlesex
  
Shenandoah
Goochland
  
Montgomery
  
Smyth
Grayson
  
Nelson
  
Southampton
Greene
  
New Kent
  
Spotsylvania
Greensville
  
Northampton
  
Stafford
Halifax
  
Northumberland
  
Surry
Hanover
  
Nottoway
  
Sussex
Henrico
  
Orange
  
Tazewell
Henry
  
Page
  
Warren
Highland
  
Patrick
  
Washington
Isle of Wight
  
Pittsylvania
  
Westmoreland
James City
  
Powhatan
  
Wise
King and Queen
  
Prince Edward
  
Wythe
King George
  
Prince George
  
York
King William
  
Prince William
    
         
         
Alexandria
  
Bedford
  
Bristol
 
 
Page 67 of 71
 
         
         
Buena Vista
  
Hampton
  
Portsmouth
Charlottesville
  
Harrisonburg
  
Radford
Chesapeake
  
Hopewell
  
Richmond
Clifton Forge
  
Lexington
  
Roanoke
Colonial Heights
  
Lynchburg
  
Salem
Covington
  
Manassas
  
South Boston
Danville
  
Manassas Park
  
Staunton
Emporia
  
Martinsville
  
Suffolk
Fairfax
  
Newport News
  
Virginia Beach
Falls Church
  
Norfolk
  
Waynesboro
Franklin
  
Norton
  
Williamsburg
Fredericksburg
  
Petersburg
  
Winchester
Galax
  
Poquoson
    
         
         
WASHINGTON
        
         
         
Adams
  
Douglas
  
King
Asotin
  
Ferry
  
Kitsap
Benton
  
Franklin
  
Kittitas
Chelan
  
Garfield
  
Klickitat
Clallam
  
Grant
  
Lewis
Clark
  
Grays Harbor
  
Lincoln
Columbia
  
Island
  
Mason
Cowlitz
  
Jefferson
  
Okanogan
 
 
Page 68 of 71
 
         
         
Pacific
  
Skamania
  
Wahkiakum
Pend Oreille
  
Snohomish
  
Walla Walla
Pierce
  
Spokane
  
Whatcom
San Juan
  
Stevens
  
Whitman
Skagit
  
Thurston
  
Yakima
         
         
WEST VIRGINIA
        
         
         
Barbour
  
Harrison
  
Morgan
Berkeley
  
Jackson
  
Nicholas
Boone
  
Jefferson
  
Ohio
Braxton
  
Kanawha
  
Pendleton
Brooke
  
Lewis
  
Pleasants
Cabell
  
Lincoln
  
Pocahontas
Calhoun
  
Logan
  
Preston
Clay
  
McDowell
  
Putnam
Doddridge
  
Marion
  
Raleigh
Fayette
  
Marshall
  
Randolph
Gilmer
  
Mason
  
Ritchie
Grant
  
Mercer
  
Roane
Greenbrier
  
Mineral
  
Summers
Hampshire
  
Mingo
  
Taylor
Hancock
  
Monongalia
  
Tucker
Hardy
  
Monroe
  
Tyler
 
 
Page 69 of 71
 
         
         
Upshur
  
Wetzel
  
Wyoming
Wayne
  
Wirt
    
Webster
  
Wood
    
         
         
WISCONSIN
        
         
         
Adams
  
Florence
  
Marathon
Ashland
  
Fond du Lac
  
Marinette
Barron
  
Forest
  
Marquette
Bayfield
  
Grant
  
Menominee
Brown
  
Green
  
Milwaukee
Buffalo
  
Green Lake
  
Monroe
Burnett
  
Iowa
  
Oconto
Calumet
  
Iron
  
Oneida
Chippewa
  
Jackson
  
Outagamie
Clark
  
Jefferson
  
Ozaukee
Columbia
  
Juneau
  
Pepin
Crawford
  
Kenosha
  
Pierce
Dane
  
Kewaunee
  
Polk
Dodge
  
La Crosse
  
Portage
Door
  
Lafayette
  
Price
Douglas
  
Langlade
  
Racine
Dunn
  
Lincoln
  
Richland
Eau Claire
  
Manitowoc
  
Rock
 
 
Page 70 of 71
 
         
         
Rusk
  
Taylor
  
Washington
St. Croix
  
Trempealeau
  
Waukesha
Sauk
  
Vernon
  
Waupaca
Sawyer
  
Vilas
  
Waushara
Shawano
  
Walworth
  
Winnebago
Sheboygan
  
Washburn
  
Wood
         
         
WYOMING
        
         
         
Albany
  
Hot Springs
  
Sheridan
Big Horn
  
Johnson
  
Sublette
Campbell
  
Laramie
  
Sweetwater
Carbon
  
Lincoln
  
Teton
Converse
  
Natrona
  
Uinta
Crook
  
Niobrara
  
Washakie
Fremont
  
Park
  
Weston
Goshen
  
Platte
    

Page 71 of 71
 
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Filed: December 21st, 2011
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