Exhibit 10.15
EMPLOYMENT AGREEMENT
This Agreement is made and is effective as of September 1, 2000, by and
between Fallbrook National Bank ("Bank") and Xxxxxxx Xxxxxxxxx ("Executive").
WHEREAS, Executive is to be employed by the Bank in the capacity as
Senior Vice President and Chief Administrative Officer, and Executive's
background, expertise and efforts are believed to be important to the
continued success and financial strength of the Bank; and
WHEREAS, the Bank wishes to assure itself of the continued opportunity
to benefit from Executive's services for the period provided in this
Agreement, and Executive wishes to serve in the employ of the Bank on a
full-time basis solely in accordance with the terms hereof for such purposes;
and
WHEREAS, the Board of Directors of the Bank ("Board") has determined
that the best interests of the Bank would be served by Executive's continued
employment with the Bank under the terms of this Agreement;
NOW, THEREFORE, in order to effect the foregoing, the parties hereto
wish to enter into an employment agreement on the terms and conditions set
forth below. Accordingly, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. DEFINITIONS.
(a) "AGREEMENT" means this employment agreement and any amendments
hereto complying with Section 14(a) hereof.
(b) "BOARD" means the Board of Directors of the Bank unless the
context otherwise requires.
(c) "CAUSE" means:
(i) Executive's personal dishonesty, incompetence or willful
misconduct;
(ii) Executive's breach of fiduciary duty involving personal
profit;
(iii) Executive's intentional failure to perform Executive's
duties for the Bank after a written demand for performance is
given to Executive by the Board which demand specifically
identifies the manner in which the Board believes that Executive
has not performed his duties;
(iv) Executive's willful violation of any law, rule,
regulation or final cease and desist order (other than traffic
violations or similar minor offenses) to the extent detrimental
to the Bank's business or reputation; or
(v) Executive's material breach of any provision of this
Agreement.
(d) "CHANGE IN CONTROL" means a change of control of the Bank of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act,
whether or not the Bank is then subject to such reporting requirement;
provided, however, that without limitation, a Change in Control shall be
deemed to have occurred if:
(i) there is a transfer, voluntarily or by hostile takeover,
by proxy contest (or similar action), operation of law, or
otherwise, of Control of the Bank;
(ii) any Person is or becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act or any successor provisions thereof), directly or indirectly,
of securities of the Bank representing 20% or more of the
combined voting power of the Bank's then outstanding securities;
(iii) the individuals who were members of the Board
immediately prior to a meeting of the shareholders of the Bank,
which meeting involves a contest for the election of directors,
do not constitute a majority of the Board following such meeting
or election;
(iv) a merger, consolidation or sale of all or substantially
all of the assets of the Bank; or
(v) there is a change, during any period of two consecutive
years, of a majority of the Board as constituted as of the
beginning of such period, unless the election of each director
who is not a director at the beginning of such period was
approved by a vote of at least two-thirds of the directors then
in office who were directors at the beginning of such period.
(e) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(f) "CONTROL" means the possession, direct or indirect, by any Person or
"group" (as defined in Section 13(d) of the Securities Exchange Act) of
the power to direct or cause the direction of the management policies of
the Bank, whether through ownership of voting securities, by contract or
otherwise, and in any case means the ability to determine the election
of a majority of the directors of the Bank.
(g) "DISABILITY" means physical or mental illness resulting in
Executive's absence on a full-time basis from Executive's duties with
the Bank for 180 calendar days, subject to the procedure described in
Section 7(a).
(h) "EXPIRATION" means the termination of this Agreement (including
Executive's employment hereunder) and of any further obligations of the
parties (except as specified in this Agreement) upon completion of the
Term.
(i) "PERSON" means an individual,a group acting in concert, a
corporation, a partnership, an association, a joint stock company,
a trust, any unincorporated organization, a government or political
subdivision thereof, or any other entity whatsoever.
(j) "RESIGN FOR GOOD REASON" OR "RESIGNATION FOR GOOD REASON" has the
meaning found in Section 7(e).
(k) "TERM" means the initial term of this Agreement and any extensions
hereof, as provided in Section 4, whether prior to or following a Change
in Control.
(l) "TERMINATION" OR "TERMINATE(d)" means the termination of Executive's
employment hereunder for any of the following reasons unless the context
indicates otherwise:
(i) Retirement by Executive;
(ii) Death of Executive;
(iii) Disability;
(iv) Expiration;
(v) Resignation for Good Reason;
(vi) Resignation other than Resignation for Good Reason;
(vii) Termination Without Cause; and
(viii) Termination for Cause.
(m) "TERMINATION WITHOUT CAUSE" OR "TERMINATE(d) WITHOUT CAUSE" means
the cessation of Executive's employment hereunder for any reason except:
(i) A resignation by Executive;
(ii) Termination for Cause;
(iii) Retirement;
(iv) Disability;
(v) Expiration
(vi) Death; or
2. EMPLOYMENT. The Bank hereby agrees to employ the Executive, and the
Executive hereby agrees to continue to serve the Bank, for the period stated
in Section 4 hereof and upon the terms and conditions set forth herein.
3. POSITION AND RESPONSIBILITIES. The Executive shall serve as Senior Vice
President and Chief Administrative Officer of the Bank and, subject to the
provisions of Section 5 below, shall have such responsibilities, duties and
authority as are generally associated with such positions and as may from
time to time be assigned to the Executive by the Board that are consistent
with such responsibilities, duties and authority. During the Term of this
Agreement, the Executive shall devote all this time, attention, skill and
efforts during normal business hours to the business and affairs of the Bank.
4. TERM OF AGREEMENT. Subject to the terms and provisions of this Agreement,
this Agreement and the period of Executive's employment shall be deemed to
have commenced as of September 1, 2000, and shall continue for an initial
term of two and one-half years (2-1/2) calendar years thereafter and any
extensions thereafter. The initial term shall automatically be extended for
an additional one (1) full calendar year without further action by the
parties on January 1, 2001, and on each succeeding January 1 thereafter, such
that as of each such January 1, this Agreement shall have a remaining term
of three (3) calendar years. Each party may stop an automatic calendar year
extension, however, by serving written notice ("Notice of Non-Renewal") upon
the other within 90 calendar days prior to January 1, 2003, or within 90
calendar days prior to
January 1 of any succeeding year, as the case may be, of such party's
intention that this Agreement shall expire at the end of such Term. In the
event the Bank retains Executive as an employee following the expiration of
the Term, such employment, absent a written agreement to the contrary, will
be on an at-will basis with such compensation and upon such terms as the
parties may then agree, subject to termination at any time with or without
cause, and without liability. If the Bank does not retain Executive as an
employee after the Expiration of the Term, Executive's employment shall cease
without further liability of the parties to such other. Executive's
employment shall also terminate, and the Term of this Agreement will expire,
upon Executive's resignation (unless resignation is for Good Reason after a
Change in Control), retirement, death or Disability, or upon Executive's
Termination for Cause.
5. DUTIES.
(a) The Bank and Executive hereby agree that, subject to the provisions
of this Agreement, the Bank shall employ Executive, and Executive shall
serve the Bank as an executive officer for the Term of this Agreement.
The specific executive position(s) in which Executive will serve will be
designated from time to time by the Board.
(b) During the Term hereof, Executive shall devote substantially all of
his or her business time, attention, skill and efforts to the faithful
performance of the business of the Bank to the fullest extent necessary
to properly discharge his or her duties and responsibilities hereunder.
Executive's position and duties with the Bank shall be as identified from
time to time by the Board of Directors of the Bank. Further, with the
approval of the Board, from time to time, Executive may serve, or
continue to serve, on the boards of directors of, and hold any other
offices or positions in, companies or charitable, political or civic
organizations, which, in such Board's judgment, will not present any
material conflict of interest with the Bank and will not unfavorably
Effect the performance of Executive's duties pursuant to this Agreement.
6. SALARY, BONUS PAYMENTS AND RELATED MATTERS.
(a) SALARY. During the period of the Executive's employment hereunder,
the Bank shall pay to the Executive a base salary of One Hundred Fifteen
Thousand Dollars ($115,000.00) per year, payable at regular intervals in
accordance with the Bank's normal payroll practices now or hereafter in
effect. Executive's salary shall be reviewed at least annually by the
Board or a committee designated by the Board and shall be adjusted based
upon Executive's job performance and the Bank's financial condition and
performance; provided, however, that in no event shall Executive's
monthly salary be lower than the initial amount set forth above unless,
in the good faith judgment of the Board, the financial condition of the
Bank requires a general decrease in the salaries of executive officers of
the Bank. The first such salary review shall be undertaken no later than
January 1, 2001 and completed no later than June 30, 2001.
Notwithstanding the foregoing, if there is a Change in Control,
Executive's salary shall not be less than Executive's annual salary for the
year immediately preceding the Change in Control.
(b) INCENTIVE/BONUS PAYMENTS. During the period of the Executive's
employment hereunder, the Executive may receive such discretionary bonuses
as may be granted to him from time to time by the Board. In addition,
Executive shall be eligible to receive such bonuses, if any, as shall be
awarded Executive pursuant to Executive's Employee Incentive Plan, attached.
(c) EXPENSES. During this period of the Executive's employment hereunder,
the Executive shall be entitled to receive prompt reimbursement for all
reasonable and customary expenses incurred by the Executive in
performing services hereunder in accordance with the general policies and
procedures established by the Bank.
(d) EMPLOYEE BENEFITS AND PERKS. During the period of the Executive's
employment hereunder, the Executive shall be entitled to participate in
all employee benefits plans or arrangements of the Bank on the same basis
as other employees of the Bank including, without limitation, plans or
arrangements providing medical insurance, dental insurance, life
insurance, disability insurance, sick leave, vacation or retirement.
Executive shall also be entitled to (i) the continuation of an automobile
allowance in the amount of $500.00 per month, (ii) use of the Bank
provided credit card(s), car telephone(s), pager(s) and such other perks
(if such is (are) being so provided) upon the terms and conditions
previously in effect.
7. TERMINATION.
(a) RESIGNATION, RETIREMENT, DEATH OR DISABILITY. Executive's employment
hereunder shall cease at any time by Executive's resignation (other than
a resignation for Good Reason as provided in Section 7(e)), or by
Executive's retirement, death or Disability. Disability shall be deemed
to have occurred only after the following procedure has been satisfied:
If within 30 days after a written notice of proposed Termination for
Disability is given to Executive by the Bank, Executive has not returned
to the full-time performance of his duties, the Bank may end Executive's
employment by giving written notice of Termination for Disability. Such
notice may be given by the Bank following Executive's absence from
Executive's duties by reason of physical or mental disability for one
hundred and fifty (150) consecutive calendar days.
(b) TERMINATION FOR CAUSE. Executive's employment shall cease upon a
good faith finding of Cause by the Board; provided, however, that
Executive shall be given written notice of the Board's finding of
conduct by Executive amounting to Cause for such termination. Said
notice shall be accompanied by a copy of a resolution duly adopted by
the affirmative vote of not less than a majority of a quorum of the
Board at a duly-noticed meeting of the Board, finding that in the good
faith opinion of the Board, Executive was guilty of conduct amounting to
Cause and specifying the particulars thereof; provided, however, that
after a Change in Control, such resolution may be adopted only by the
affirmative vote of not less than a majority of a committee composed of
at least three (3) disinterested outside directors of the Bank. In the
absence of at least three (3) disinterested outside directors, a
determination of Cause shall be submitted to and made by an
arbitrator(s) pursuant to Section 13 hereof.
(c) TERMINATION WITHOUT CAUSE. Executive's employment may be terminated
Without Cause upon 30 days' notice for any reason, subject to the
payment of all amounts required by Section 8 hereof.
(d) EXPIRATION. Executive's employment shall cease, or shall continue on
an at-will basis as provided in Section 4 hereof, upon the expiration of
the Term of this Agreement as provided in Section 4 hereof.
(e) RESIGNATION FOR GOOD REASON. Following a Change in Control during
the Term hereof, Executive may, under the following circumstances,
regard Executive's employment as being constructively terminated by the
Bank (and in such case Executive's employment shall terminate) and may,
therefore, Resign for Good Reason within 90 days of Executive's discovery
of the occurrence of one or more of the following events, any of which
shall constitute "Good Reason" for such Registration for Good Reason:
(i) Without Executive's express written consent, the assignment
to Executive of any duties materially inconsistent with
Executive's position, duties, responsibilities and status with
the Bank immediately prior to the Change in Control, or any
subsequent removal of Executive from or any failure to re-elect
him to any such position;
(ii) Without Executive's express written consent, the
termination and/or material reduction in Executive's
facilities (including office space and general location) and
staff reporting and available to Executive immediately prior
to the Change in Control;
(iii) A material reduction (ten percent or greater) by the Bank
of Executive's base salary or of any bonus compensation
applicable to him as in effect immediately prior to the Change
in Control;
(iv) A failure by the Bank to maintain any of the employee
benefits and perks to which Executive was entitled immediately
prior to the Change in Control at a level substantially equal
to or greater than the value of those employee benefits and
perks in effect immediately prior to the Change in Control; or
the taking of any action by the Bank which would materially
affect Executive's participation in or reduce Executive's
benefits under any such benefits' or perks' plans, programs or
policies, or deprive Executive of any material fringe benefits
enjoyed by him immediately prior to the Change in Control;
(v) The Bank requiring Executive to be based anywhere other
than in the county in which the Bank's principal business
location is currently situated, except for required travel on
the Bank's behalf to an extent substantially consistent with
Executive's present business travel obligations;
(vi) Any purported Termination of Executive's employment by the
Bank other than those effected in good faith pursuant to Section
7(a) and 7(b);
(vii) The failure of the Bank to obtain the assumption of this
Agreement by any successor; or
(viii) Receipt by Executive of a Notice of Non-Renewal.
(f) SUPERVISORY SUSPENSION. If the Executive is suspended and/or
temporarily prohibited from participating in the conduct of the Bank's
affairs by a notice served under Sections 8(e) or (g) of the Federal
Deposit Insurance Act or similar statute, rule or regulation, the Bank's
obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in
the notice are dismissed, the Bank shall, (i) pay the Executive all or
part of the compensation withheld while its obligations under this
Agreement were suspended and (ii) reinstate (in whole or in part) any of
its obligations which were suspended.
(g) REGULATORY REMOVAL. If the Executive is removed and/or permanently
prohibited from participating in the conduct of the Bank's affairs by an
order issued under Sections 8(e) or (g) of the Federal Deposit Insurance
Act or similar
statute, rule or regulation, all obligations of the Bank under this
Agreement shall terminate as of the effective date of the order.
8. PAYMENTS TO EXECUTIVE UPON TERMINATION.
(a) DEATH, DISABILITY OR RETIREMENT. In the event of Termination
of this Agreement due to Executive's death, Disability or
retirement, Executive or Executive's spouse and/or estate shall be
entitled to all benefits generally available to Bank employees, or
their spouses and/or estates, as of the date of such death,
Disability or retirement, without reduction.
(b) RESIGNATION WITHOUT GOOD REASON OR EXPIRATION. In the event of
the Executive's resignation (other than Resignation for Good
Reason), or upon Expiration, the Bank shall have no further
obligations to Executive under this Agreement or otherwise, except
as may be expressly required by law.
(c) TERMINATION FOR CAUSE. In the event Executive is Terminated
for Cause, the Bank shall have no further obligations to Executive
under this Agreement or otherwise, except as may be expressly
required by law.
(d) TERMINATION WITHOUT CAUSE PRIOR TO A CHANGE IN CONTROL. Upon the
occurrence of a Termination Without Cause prior to a Change in
Control, as damages for breach of this Agreement, the Bank shall
continue to provide Executive his base salary then in effect, upon
such terms and at such times as described herein, for a period of
nine (9) months following such Termination.
(e) TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON. AFTER
A CHANGE IN CONTROL. If in the twenty-four (24) month period
following a Change in Control, Executive (i) Resigns for Good
Reason or (ii) is otherwise Terminated Without Cause, the Bank
shall pay to Executive a lump sum payment equal to eighteen (18)
months base salary then in effect. Such lump sum shall be paid not
later than the tenth (10th) day following the date of Termination
Without Cause or a Resignation for Good Reason.
(f) SOURCE OF PAYMENTS. All payments provided in Section 8 shall
be paid in cash from the general funds of the Bank, and no special
or separate fund need be established and no other segregation of
assets need to be made to assure payment.
(g) CONSISTENT RETURNS. The Bank and Executive agree that the
payments being made under this Agreement represent reasonable
compensation for services and that neither the Bank nor Executive
will file any returns or reports which take a contrary position.
(h) REDUCTION OF PAYMENT. Notwithstanding anything in the
foregoing to the contrary, if the payments made to Executive
following a Termination Without Cause or Resignation For Good
Reason or any of the other payments provided for in this
Agreement, together with any other payments which Executive has
the right to receive from the Bank would constitute a "parachute
payment" (as defined in Section 280G of the Code), the payments
pursuant to the Agreement shall be reduced to the largest amount
as will result in no portion of such payments being subject to
the excise tax imposed by Section 4999 of the Code; provided,
however, that the determination as to whether any reduction in the
payments under the Agreement pursuant to this proviso is
necessary shall be made in good faith by the Bank's independent
auditors of if such firm is no longer providing tax services to
Bank to such other tax advisor as shall be mutually acceptable to
Bank and Executive, and such determination shall be conclusive and
binding on the Bank and Executive with respect to the treatment of
the payment for tax reporting purposes.
(i) SOLE REMEDY. The receipt of the amounts described in this
Section 8, and attorneys' fees as set forth in Section 13, if any,
shall constitute Executive's sole remedy for breach of this
Agreement against the Bank and its officers, directors, employees
and agents.
9. UNAUTHORIZED DISCLOSURE. During the period of his employment
hereunder and for a period of two years following the cessation of such
employment (irrespective of the reason therefore), Executive shall not,
except as required at any court, supervisory authority or administrative
agency, without the written consent of the Board or a person authorized
thereby, disclose to any person, other than an employee of the Bank or a
person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Executive of his duties as an
employee of the Bank, any confidential information obtained by him
while in the employ of the Bank; provided, however, that confidential
information shall not include any information known generally to the
public (other than as a result of an unauthorized disclosure by the
Executive).
10. AGREEMENT NOT TO COMPETE. To the extent permitted by law, unless
otherwise approved in writing by the Bank, and except for a Termination
Without Cause Prior to a Change in Control, for a period of one (1) year
from the date of his cessation of employment by the Bank, Executive
shall not directly or indirectly enter into or in any manner take part
in any business, profession or endeavor which shall be competitive with
the business of the Bank in any city where the Bank has a full service
branch office as an employee, officer, agent, independent contractor,
10% or more owner of an entity, director or other business
representative; in addition, Executive agrees that for the one (1) year
period described herein, Executive shall not solicit any customer with
whom the Bank has done business during the preceding five years.
11. WAIVERS NOT TO BE CONTINUED. Any waiver by a party of any breach of
this Agreement by the other party shall not be construed as a continuing
waiver or as a consent to any subsequent breach by the other party.
12. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand or mailed, certified or registered mail,
return receipt requested, with postage prepaid, to the following
addresses or to such other address as either party may designate by like
notice.
A. If to the Bank, to:
Fallbrook National Bank
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Chairman of the Board
B. If to Executive, to:
Xxxxxxx Xxxxxxxxx
c/o Fallbrook National Bank
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
13. ARBITRATION. Any dispute or controversy arising or in connection
with this Agreement shall, upon written request of one party to the
other, be submitted to and settled exclusively by arbitration in the
State of California and be governed by the California Arbitration Act as
set forth in the California Code of Civil Procedure. Notwithstanding the
pendency of any such dispute or controversy, the Bank shall continue to
pay Executive's full compensation in effect when the notice giving rise
to the dispute was given and continue Executive as a participant in all
compensation, employee benefits and executive benefits in which
Executive was participating when the notice giving rise to the dispute
was given, until the dispute is finally resolved, except that no such
continuation of compensation or benefits shall apply if Executive is
terminated for Cause under Section 7(b) hereof. Judgment may be entered
on the arbitrator's award in any court of competent jurisdiction. The
cost of such arbitration, including reasonable attorney's fees, shall be
borne by the losing party or in such proportions as the arbitrator(s)
shall decline. Arbitration shall be the exclusive remedy of Executive
and the Company and the award of the arbitrator(s) shall be final and
binding upon the parties. All reasonable costs,
including reasonable attorney's fees, incurred in enforcing an
arbitration award in court, or of seeking a court order to compel
arbitration, shall be borne by the losing party in such proceedings.
14. GENERAL PROVISIONS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement by the parties with respect to the subject matter
hereof, and supersedes and replaces all prior agreements among or
between the parties, unless otherwise provided herein. No
amendment, waiver or termination of any of the provisions hereof
shall be effective unless in writing and signed by the party
against whom it is sought to be enforced. Any written amendment,
waiver, or termination hereof executed by the Bank and Executive
shall be binding upon them and upon all other Persons, without the
necessity of securing the consent of any other Person, and no
Person shall be deemed to be a third-party beneficiary under this
Agreement.
(b) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same Agreement.
(c) NO WAIVER. Except as otherwise expressly set forth herein, no
failure on the part of any party hereto to exercise and no delay
in exercising any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of
any right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy.
(d) HEADINGS. The headings of the Sections of this Agreement have
been inserted for convenience of reference only and shall in no
way restrict or modify any of the terms or provisions hereof.
(e) SEVERABILITY. If for any reason any provision of this
Agreement is held invalid or unenforceable, such invalidity or
unenforceability shall not affect the validity or enforceability
of any other provision of this Agreement. If any provision of this
Agreement shall be held invalid or unenforceable in part, such
invalidity or unenforceability shall in no way effect the rest of
such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement,
shall to the full extent consistent with law continue in full
force and effect.
(f) GOVERNING LAW. This Agreement shall be governed and construed
and the legal relationships of the parties determined in
accordance with the laws the United States and to the extent not
inconsistent therewith the laws of the State of
California applicable to contracts executed and to be performed solely in the
State of California.
(g) ASSUMPTION. The Bank shall require any successor in interest (whether
direct or indirect or as a result of purchase, merger, consolidation, Change
in Control or otherwise) to all or substantially all of the business and/or
assets of the Bank to expressly assume and agree to perform the obligation
under this Agreement in the same manner and to the same extent that the Bank
would be required to perform it if no such succession had taken place.
(h) ADVICE OF COUNSEL. Executive acknowledges that he has been encouraged to
consult with legal counsel of his choosing concerning the terms of this
Agreement prior to executing this Agreement. Any failure by Executive to
consult with competent counsel prior to executing this Agreement shall not be
a basis for rescinding or otherwise avoiding the binding effect of this
Agreement. The parties acknowledge that they are entering into this Agreement
freely and voluntarily, with full understanding of the terms of this
Agreement. Interpretation of the terms and provisions of this Agreement shall
not be construed for or against either party on the basis of the identity of
the party who drafted the terms or provisions in question.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ATTEST: FALLBROOK NATIONAL BANK
----------------------- By:
-------------------------------
Its:
-------------------------------
print name:
-----------------------
THE EXECUTIVE
/s/ Xxxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxxxx
----------------------- ----------------------------------
Witness Xxxxxxx Xxxxxxxxx
