EXHIBIT 10.12
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 17th day of September,
1998, among FIRST LEESPORT BANCORP, INC. ("Bancorp"), a
Pennsylvania business corporation having a place of business at
000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxx, XXXXXX & XXXX,
INC. ("E&B"), a Pennsylvania corporation having a place of
business at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000
and XXXXXXX X. XXXXXXX ("Executive"), an individual residing at
00 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Bancorp and E&B have entered into an Agreement
and Plan of Reorganization dated September 17, 1998 (the "Merger
Agreement");
WHEREAS, The First National Bank of Leesport ("Bank")
is a wholly owned banking subsidiary of Bancorp;
WHEREAS, pursuant to the Merger Agreement, E&B will be
a wholly owned subsidiary of Bancorp on the Effective Date as set
forth in Section 2.02 of the Agreement;
WHEREAS, E&B desires to employ Executive to serve in
the capacity of President and Chief Executive Officer of E&B on
the terms and conditions set forth herein;
WHEREAS, Executive desires to accept employment with
E&B on the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, the parties hereto, intending to be
legally bound, agree as follows:
1. Employment. E&B hereby employs Executive and
Executive hereby accepts employment with E&B, on the terms and
conditions set forth in this Agreement. It is expressly agreed
that this Agreement will become null and void, and the parties
shall have no obligation or responsibility to each other, if the
Merger Agreement does not become effective.
2. Duties of Employee. Executive shall perform and
discharge well and faithfully such duties as an executive officer
of E&B as may be assigned to Executive from time to time by the
Board of Directors of E&B. Executive shall be employed as
President and Chief Executive Officer of E&B, and shall hold such
other titles as may be given to him from time to time by the
Board of Directors of E&B. Executive shall devote his full time,
attention and energies to the business of E&B during the
Employment Period (as defined in Section 3 of this Agreement);
provided, however, that this Section 2 shall not be
construed as preventing Executive from (a) investing Executive's
personal assets in enterprises that do not compete with Bancorp,
Bank or E&B or (b) being involved in any other activity with the
prior approval of the Board of Directors of E&B.
3. Term of Agreement.
(a) This Agreement shall be for a five (5) year
period (the "Employment Period") beginning on the Effective Date
as set forth in Section 2.02 of the Merger Agreement and ending
five (5) years later. The Employment Period shall be
automatically extended on the first anniversary date of the
Effective Date as set forth in the Merger Agreement and on the
same date of each subsequent year (the "Annual Renewal Date") for
a period ending five (5) years from each Annual Renewal Date
unless either party shall give written notice of nonrenewal to
the other party at least ninety (90) days prior to an Annual
Renewal Date, in which event this Agreement shall terminate at
the end of the then existing Employment Period.
(b) Notwithstanding the provisions of
Section 3(a) of this Agreement, this Agreement shall terminate
automatically for Cause (as defined herein) upon written notice
from the Board of Directors of E&B to Executive. As used in this
Agreement, "Cause" shall mean any of the following:
(i) Executive's conviction of or plea of
guilty or nolo contendere to a felony, a crime of falsehood
or a crime involving moral turpitude, or the actual
incarceration of Executive for a period of at least thirty
(30) days;
(ii) Executive's failure to follow the good
faith lawful instructions of the Board of Directors of E&B
with respect to its operations following written notice of
such instructions; or
(iii) Executive's failure to perform
Executive's duties to E&B (other than a failure resulting
from Executive's incapacity because of physical or mental
illness, as provided in subsection (d) of this Section 3),
after notice from E&B or Bancorp and a failure to cure such
violation within ten (10) days of said notice, unless it is
apparent under the circumstances that Executive is unable to
cure such violation, which failure results in injury to
Bancorp, Bank or E&B, monetarily or otherwise.
(iv) Executive's intentional violation of
the provisions of this Agreement; or
(v) dishonesty or gross negligence of the
Executive in the performance of his duties;
(vi) conduct on the part of the Executive
which brings public discredit to the Bancorp, Bank or E&B;
(vii) Executive's breach of fiduciary duty
involving personal profit; or
(viii) Executive's loss or non-renewal of
insurance license.
(ix) Executive's removal or prohibition from
being an institutional-affiliated party by a final order of
an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act or by the
Pennsylvania Department of Banking Commission pursuant to
state law.
If this Agreement is terminated for Cause, Executive's rights
under this Agreement shall cease as of the effective date of such
termination.
(c) Notwithstanding the provisions of
Section 3(a) of this Agreement, this Agreement shall terminate
automatically upon Executive's voluntary termination of
employment (other than in accordance with Section 5 of this
Agreement), retirement at Executive's election, or Executive's
death, and Executive's rights under this Agreement shall cease as
of the date of such voluntary termination, retirement at
Executive's election, or death; provided, however, that if
Executive dies after Executive delivers a Notice of Termination
(as defined in Section 5(a) of this Agreement), the provisions of
Section 13(b) of this Agreement shall apply.
(d) Notwithstanding the provisions of
Section 3(a) of this Agreement, this Agreement shall terminate
automatically upon Executive's disability and Executive's rights
under this Agreement shall cease as of the date of such
termination; provided, however, that if Executive becomes
disabled after Executive delivers a Notice of Termination (as
defined in Section 5(a) of this Agreement), Executive shall
nevertheless be absolutely entitled to receive all of the
compensation and benefits provided for in, and for the term set
forth in, Section 6 of this Agreement. For purposes of this
Agreement, disability shall mean Executive's incapacitation by
accident, sickness or otherwise which renders Executive mentally
or physically incapable of performing the services required of
Executive for the entire period of six (6) consecutive months.
(e) Executive agrees that in the event his
employment under this Agreement is terminated, Executive shall
resign as a director of E&B and Bancorp, or any affiliate or
subsidiary thereof, if he is then serving as a director of any of
such entities.
4. Employment Period Compensation.
(a) Salary. For services performed by Executive
under this Agreement, E&B shall pay Executive an Annual Base
Salary in the aggregate during the Employment Period at the rate
of Two Hundred Thirty Thousand ($230,000) Dollars per year,
payable at the same times as salaries are payable to other
executive employees of E&B. E&B may, from time to time, increase
Executive's Annual Base Salary, and any and all such increases
shall be deemed to constitute amendments to this Section 4(a) to
reflect the increased amounts, effective as of the date
established for such increases by the Board of Directors of E&B
or any committee of such Board in the resolutions authorizing
such increases.
(b) Commission. Executive shall receive
scheduled commission payments based on the formula as set forth
in Exhibit A hereto. It is strictly understood and agreed that
any commissions earned by Executive shall not be offset by any
salary payments received under subsection (a) of this Section 4.
In the event of termination of Executive for any reason
whatsoever, any commissions earned up to the date of termination
will be paid to Executive on the same commission schedule.
Notwithstanding the foregoing, if it is determined by Bancorp or
E&B, in their sole discretion, that there are misrepresentations
or other material defects in an insurance transaction by
Executive which would disqualify the insurance transaction, the
Executive shall forfeit any and all commissions earned on such
insurance transaction.
(c) Bonus. For services performed by Executive
under this Agreement, Executive shall be entitled to receive a
bonus based upon the attainment of certain goals which such goals
will be agreed upon annually by the Executive and the Board of
Directors of E&B and Bancorp. The payment of any such bonuses
shall not reduce or otherwise affect any other obligation of E&B
to Executive provided for in this Agreement.
(d) Vacations. During the term of this
Agreement, Executive shall be entitled to paid annual vacation in
accordance with the policies established for senior executives at
Bancorp. However, Executive shall not be entitled to receive any
additional compensation from E&B for failure to take a vacation,
nor shall Executive be able to accumulate unused vacation time
from one year to the next, except to the extent authorized by the
Board of Directors of E&B.
544 Automobile. During the term of this
Agreement, E&B shall provide Executive with exclusive use of an
automobile mutually agreed upon by Bank and E&B. E&B shall be
responsible and shall pay for all costs of insurance coverage,
repairs, maintenance and other operating and incidental expenses,
including license, fuel and oil. E&B shall provide Executive
with a replacement automobile at approximately the time
Executive's automobile reaches three (3) years of age or 50,000
miles, whichever is first, and approximately every three (3)
years or 50,000 miles thereafter, upon the same terms and
conditions.
(f) Employee Benefit Plans. During the term of
this Agreement, Executive shall be entitled to participate in and
receive the benefits of any Employee Benefit Plan currently in
effect at E&B, until such time that the Board of Directors of E&B
authorize a change in such benefits. Nothing paid to Executive
under any plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of the
salary payable to Executive pursuant to Section 4(a) hereof.
(g) 1999 Stock Options. Bancorp agrees to
prepare and submit to its shareholders, in connection with its
1999 Annual Meeting of Shareholders, a stock option plan
providing for the grant of stock options to key employees of Bank
and E&B. Executive shall be granted stock options to purchase
such number of whole shares of the Common Stock of Bancorp equal
to the quotient of (x) $700,000 divided by (y) the Closing Market
Price of the Common Stock of Bancorp as defined in
Section 2.01(d) of the Merger Agreement, effective upon the date
of shareholder approval of such plan, at an exercise price equal
to the fair market value of such shares on the date of grant.
Such options shall be subject to a five (5) year vesting
provision, with 1/5 of the total number of options vesting on the
first annual anniversary of your employment with Bank and E&B and
an additional 1/5 of the total number of options vesting on each
subsequent annual anniversary date thereafter. Such options will
provide for a term of ten years. Notwithstanding the foregoing,
in the event of a Change in Control as defined in Section 5(b) of
this Agreement, the stock options will automatically become fully
vested.
5. Termination of Employment Following Change in
Control.
(a) If a Change in Control (as defined in
Section 5(b) of this Agreement) shall occur and if thereafter at
any time during the term of this Agreement there shall be:
(i) any involuntary termination of
Executive's employment (other than for the reasons set forth
in Section 3(b) or 3(d) of this Agreement);
(ii) any reduction in Executive's title,
responsibilities, including reporting responsibilities, or
authority, including such title, responsibilities or
authority as such title, responsibilities or authority may
be increased from time to time during the term of this
Agreement;
(iii) the assignment to Executive of duties
inconsistent with Executive's office on the date of the
Change in Control or as the same may be increased from time
to time after the Change in Control;
(iv) any reassignment of Executive to a
location greater than fifty (50) miles from the location of
Executive's office on the date of the Change in Control;
(v) any reduction in Executive's Annual Base
Salary in effect on the date of the Change in Control or as
the same may be increased from time to time after the Change
in Control;
(vi) any failure to continue Executive's
participation in any of E&B's commission compensation or
bonus plans in which Executive participated at the time of
the Change in Control or any change or amendment to any
provisions of any of such plans which would materially
decrease the potential benefits to Executive under any of
such plans;
(vii) any failure to provide Executive with
benefits at least as favorable as those enjoyed by Executive
under any of E&B's retirement or pension, life insurance,
medical, health and accident, disability or other employee
plans in which Executive participated at the time of the
Change in Control, or the taking of any action that would
materially reduce any of such benefits in effect at the time
of the Change in Control;
(viii) any requirement that Executive travel
in performance of his duties on behalf of E&B for a
significantly greater period of time during any year than
was required of Executive during the year preceding the year
in which the Change in Control occurred; or
(ix) any sustained pattern of interruption
or disruption of Executive for matters substantially
unrelated to Executive's discharge of Executive's duties on
behalf of E&B.
then, at the option of Executive, exercisable by Executive within
one hundred twenty (120) days of the occurrence of any of the
foregoing events, Executive may resign from employment with E&B
(or, if involuntarily terminated, give notice of intention to
collect benefits under this Agreement) by delivering a notice in
writing (the "Notice of Termination") to Bank and E&B and the
provisions of Section 6 of this Agreement shall apply.
(b) As used in this Agreement, "Change in
Control" shall mean the occurrence of any of the following:
(i) (A) a merger, consolidation or division
involving Bancorp, (B) a sale, exchange, transfer or other
disposition of substantially all of the assets of Bancorp,
or (C) a purchase by Bancorp of substantially all of the
assets of another entity, unless (x) such merger,
consolidation, division, sale, exchange, transfer, purchase
or disposition is approved in advance by seventy percent
(70%) or more of the members of the Board of Directors of
Bancorp who are not interested in the transaction and (y) a
majority of the members of the Board of Directors of the
legal entity resulting from or existing after any such
transaction and of the Board of Directors of such entity's
parent corporation, if any, are former members of the Board
of Directors of Bancorp; or
(ii) any other change in control of Bancorp
similar in effect to any of the foregoing.
6. Rights in Event of Termination of Employment
Following Change in Control.
(a) In the event that Executive delivers a Notice
of Termination (as defined in Section 5(a) of this Agreement) to
Bancorp and E&B, Executive shall be absolutely entitled to
receive the compensation and benefits set forth below:
(i) If, at the time of termination of
Executive's employment, a "Tax Change" (as defined in
Section 6(a)(iii) of this Agreement) has also occurred, E&B
shall make, in the aggregate, a lump sum cash payment to
Executive no later than thirty (30) days following the date
of such termination in an amount equal to and no greater
than two [2.0] times the Executive's Annual Base Salary, as
defined in subsection (a) of Section 4, in effect on the
date of termination of employment.
(ii) If, at the time of termination of
Executive's employment, a "Tax Change" has not occurred, E&B
shall make a lump sum cash payment to Executive no later
than thirty (30) days following the date of such termination
in an amount equal to and no greater than two [2.0] times
the Executive's Annual Base Salary, as defined in
subsection (a) of Section 4, in effect on the date of
termination of employment.
(iii) For purposes of this Agreement, "Tax
Change" means a change (A) in the ownership or effective
control of Bancorp or (B) in the ownership of a substantial
portion of the assets of Bancorp, determined pursuant to
regulations promulgated under Section 28OG of the Code.
Such term also means any similar change with respect to Bank
or E&B or an affiliate, to the extent provided in such
regulations.
(iv) To the extent benefits become payable
under Section 6(a)(i) or Section 6(a)(ii) by reason of
Executive's termination of employment on or after his
attainment of age 621/2, the following amount, if less than
the amount calculated under the relevant section, shall be
paid within thirty (30) days of such termination in lieu of
the amount otherwise payable.
(v) Notwithstanding the foregoing, if any
portion of the payment due pursuant to this Section 6 is
found to violate any of the proscriptions in Section 359 of
the Federal Deposit Insurance Corporation Rules and
Regulations, then E&B shall not be obligated to make such
payment found to be violated.
If Termination Occurs Percentage of Annual
Base Salary Payable
On or after 62-1/2 but before age 63 200%
On or after 63 but before age 63-1/2 200%
On or after age 63-1/2 but before age 64 150%
On or after 64 but before age 641/2 100%
On or after age 641/2 but before age 65 50%
On or after age 65 0%
For purposes of this paragraph, the term "Annual Base Salary"
shall mean the Executive's annual salary, as defined in
subsection (a) of Section 4, in effect on the date of termination
of employment.
(b) Executive shall not be required to mitigate
the amount of any payment provided for in this Section 6 by
seeking other employment or otherwise. The amount of payment or
the benefit provided for in this Section 6 shall not be reduced
by any compensation earned by Executive as the result of
employment by another employer or by reason of Executive's
receipt of or right to receive any retirement or other benefits
after the date of termination of employment or otherwise.
7. Rights in Event of Termination of Employment
Absent Change in Control.
(a) In the event that Executive's employment is
involuntarily terminated by E&B without Cause and no Change in
Control shall have occurred at the date of such termination, E&B
shall pay (or cause to be paid), in the aggregate, to Executive
in cash, in an amount equal to the Executive's Annual Base Salary
in effect on the date of termination for the remainder of the
then existing Employment Term, paid at the same intervals as the
salary is payable under Subsection (a) of Section 4.
Notwithstanding the preceding sentence, in the event that the
payment described in the preceding sentence, when added to all
other amounts or benefits provided to or on behalf of the
Executive in connection with his termination of employment, would
result in the imposition of an excise tax under Code
Section 4999, such sum would be retroactively (if necessary)
reduced to the extent necessary to avoid such imposition. Upon
written notice to Executive, together with calculations of E&B's
independent auditors, Executive shall remit to E&B the amount of
the reduction plus such interest as may be necessary to avoid the
imposition of such excise tax.
(b) Executive shall not be required to mitigate
the amount of any payment provided for in this Section 7 by
seeking other employment or otherwise. The amount of payment or
the benefit provided for in this Section 7 shall not be reduced
by any compensation earned by Executive as the result of
employment by another employer or by reason of Executive's
receipt of or right to receive any retirement or other benefits
after the date of termination of employment or otherwise.
(c) To the extent benefits become payable under
this Section 7 by reason of termination of Executive's employment
on or after his attainment of age 621/2 , the amounts set forth
in
Section 6(a)(iv), if less than the amounts payable under this
Section 7, shall be paid within thirty (30) days of such
termination in lieu of the amount otherwise payable under this
Section 7.
(d) The amounts payable pursuant to this
Section 7 shall constitute Executive's sole and exclusive remedy
in the event of involuntary termination of Executive's employment
by E&B in the absence of a Change in Control.
8. Covenant Not to Compete.
(a) Executive hereby acknowledges and recognizes
the highly competitive nature of the business of Bancorp, Bank
and E&B and accordingly agrees that, during and for the
applicable period set forth in Section 8(c) hereof, Executive
shall not:
(i) be engaged, directly or indirectly,
either for his own account or as agent, consultant,
employee, partner, officer, director, proprietor, investor
(except as an investor owning less than 5% of the stock of a
publicly owned company) or otherwise of any person, firm,
corporation or enterprise engaged in (1) the banking
(including bank holding company) or financial services
industry, or (2) the insurance agency or brokerage industry,
or (3) any other activity in which Bancorp, Bank or E&B or
any of its subsidiaries is engaged during the Employment
Period, in any county in which, at any time during the
Employment Period or at the date of termination of
the Executive's employment, a branch, office or other
facility of Bancorp, Bank or E&B or any of its subsidiaries
is located, or in any county contiguous to such a county,
including contiguous counties located outside of the
Commonwealth of Pennsylvania (the "Non-Competition Area");
or
(ii) provide financial or other assistance
to any person, firm, corporation, or enterprise engaged in
(1) the banking (including bank holding company) or
financial services industry, or (2) the insurance agency or
brokerage industry, or (3) any other activity in which Bank
or E&B or any of their subsidiaries are engaged during the
Employment Period, in the Non-Competition Area; or
(iii) solicit current and former customers
of Bancorp, Bank or E&B in the NonCompetition Area.
(b) It is expressly understood and agreed that,
although Executive and Bancorp, Bank and E&B consider the
restrictions contained in Section 8(a) hereof reasonable for the
purpose of preserving for Bancorp, Bank and E&B and their
subsidiaries their good will and other proprietary rights, if a
final judicial determination is made by a court having
jurisdiction that the time or territory or any other restriction
contained in Section 8(a) hereof is an unreasonable or otherwise
unenforceable restriction against Executive, the provisions of
Section 8(a) hereof shall not be rendered void but shall be
deemed amended to apply as to such maximum time and territory and
to such other extent as such court may judicially determine or
indicate to be reasonable.
(c) The provisions of this Section 8 shall be
applicable commencing on the date of this Agreement and ending on
one of the following dates, as applicable:
(i) if Executive's employment terminates in
accordance with the provisions of Section 3 (other than
Section 3(b) relating to termination for Cause), the same
date as the ending date of the then existing Employment
Period;
(ii) if Executive's employment terminates in
accordance with the provisions of Section 3(b) of this
Agreement (relating to termination for Cause), the second
anniversary date of the effective date of termination of
employment; or
(iii) if the Executive voluntarily
terminates his employment in accordance with the provisions
of Section 5 hereof, the second anniversary date of the
effective date of termination of employment.
(iv) If the Executive's employment is
involuntarily terminated in accordance with the provisions
of Section 7, the same date as the ending date of the then
existing Employment Period.
9. Unauthorized Disclosure. During the term of his
employment hereunder, or at any later time, the Executive shall
not, without the written consent of the Board of Directors of the
Bancorp, Bank and E&B or a person authorized thereby, knowingly
disclose to any person, other than an employee of the Bancorp and
E&B or a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by the Executive
of his duties as an executive of E&B, any material confidential
information obtained by him while in the employ of E&B with
respect to any of Bancorp's, Bank's and E&B's services, products,
improvements, formulas, designs or styles, processes, customers,
methods of business or any business practices the disclosure of
which could be or will be damaging to Bancorp, Bank or E&B;
provided, however, that confidential information shall not
include any information known generally to the public (other than
as a result of unauthorized disclosure by the Executive or any
person with the assistance, consent or direction of the
Executive) or any information of a type not otherwise considered
confidential by persons engaged in the same business of a
business similar to that conducted by Bancorp, Bank or E&B or any
information that must be disclosed as required by law.
10. Notices. Except as otherwise provided in this
Agreement, any notice required or permitted to be given under
this Agreement shall be deemed properly given if in writing and
if mailed by registered or certified mail, postage prepaid with
return receipt requested, to Executive's residence, in the case
of notices to Executive, and to the principal executive offices
of Bancorp and E&B, in the case of notices to Bancorp and E&B.
11. 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 Executive and
an executive officer specifically designated by the Board of
Directors of E&B. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to similar or
dissimilar provisions or conditions at the same or at any prior
or subsequent time.
12. Assignment. This Agreement shall not be
assignable by any party, except by Bancorp, Bank and E&B to any
successor in interest to their respective businesses.
13. Entire Agreement. This Agreement contains the
entire agreement of the parties relating to the subject matter of
this Agreement.
14. Successors, Binding Agreement.
(a) Bancorp, Bank and E&B will require any
successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the
businesses and/or assets of Bancorp, Bank and E&B to expressly
assume and agree to perform this Agreement in the same manner and
to the same extent that Bancorp, Bank and E&B would be required
to perform it if no such succession had taken place. Failure by
Bancorp and E&B to obtain such assumption and agreement prior to
the effectiveness of any such succession shall constitute a
breach of this Agreement and the provisions of Section 3 of this
Agreement shall apply. As used in this Agreement, "Bancorp",
"Bank" and "E&B" shall mean Bancorp, Bank and E&B as defined
previously and any successor to their respective businesses
and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law or otherwise.
(b) This Agreement shall inure to the benefit of
and be enforceable by Executive's personal or legal
representatives, executors, administrators, heirs, distributees,
devisees and legatees. If Executive should die after a Notice of
Termination is delivered by Executive, or following termination
of Executive's employment without Cause, and any amounts would be
payable to Executive under this Agreement if Cause, and any
amounts would be payable to Executive under this Agreement if
Executive had continued to live, all such amounts shall be paid
in accordance with the terms of this Agreement to Executive's
devisee, legatee, or other designee, or, if there is no such
designee, to Executive's estate.
15. Damages for Breach of Contract. In the event of a
breach of this Agreement by either the Bancorp, E&B or Executive
resulting in damages to another party to this Agreement, that
party may recover from the party breaching the Agreement only
those damages as set forth herein. In the event any dispute
arises regarding this Agreement, each party shall bear its own
attorney's fees and costs.
16. 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.
17. Applicable Law. This Agreement shall be governed
by and construed in accordance with the domestic, internal laws
of the Commonwealth of Pennsylvania, without regard to its
conflicts of laws principles.
18. Headings. The section headings of this Agreement
are for convenience only and shall not control or affect the
meaning or construction or limit the scope or intent of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
ATTEST: FIRST LEESPORT BANCORP, INC.
__________________________ By_________________________________
"Bancorp"
XXXXXX & XXXX, INC.
__________________________ By_________________________________
"E&B"
WITNESS:
_________________________ __________________________________
Xxxxxxx X. Xxxxxxx
"Executive"
