EXHIBIT 10.1
GENERAL RELEASE AND SEPARATION AGREEMENT
Xxxxxxx Bedding Company (previously named Simmons Company), a corporation
incorporated under the laws of the State of Delaware ("Company"), and Xxxxxxx
Company (previously named THL Bedding Holding Company), a corporation
incorporated under the laws of the State of Delaware ("Holdings") (collectively
Company and Holdings are referred to herein as "Xxxxxxx"), and Xxxxxx X. Xxxxxx
("Executive") hereby enter into this General Release and Separation Agreement
("Separation Agreement"), contracting and agreeing as follows:
1. SEPARATION DATE AND EMPLOYMENT AGREEMENT. The parties agree that
Executive's last day of employment with Company is March 31, 2006 (the
"Separation Date"). Executive acknowledges and agrees that except as
specifically set forth below, the Employment Agreement dated as of December 19,
2003 among Holdings, Company and Executive, as the same was amended and
supplemented by that certain Supplement to Employment Agreement (the
"Supplement") effective as of December 7, 2005 (together, the "Employment
Agreement") is terminated. Executive further agrees that effective as of the
Separation Date, she hereby resigns from all officer and director positions with
Xxxxxxx and any of its subsidiaries and affiliates and agrees to sign any
letters or other documents on or after such date effecting such resignations.
2. CONSIDERATION PERIOD. Executive acknowledges that Executive was given this
Separation Agreement to consider on April 5, 2006 and that Executive has
twenty-one (21) days to consider whether to sign this Separation Agreement.
Executive is hereby advised to consult a lawyer before signing this Separation
Agreement.
3. EFFECTIVE DATE. Executive may accept this Separation Agreement only by
signing, initialing and dating this Separation Agreement in the spaces provided
and delivering the Separation Agreement to Xxxxxxx Bedding Company, Attention:
Xxxxxxx X. XxXxxxxx, Senior Vice President and General Counsel, Xxx Xxxxxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, no later than Company's normal close
of business on the later of (a) the twenty-second (22nd) day following
Executive's receipt of this Separation Agreement or (b) if the twenty-second
(22nd) day following receipt is a Saturday, Sunday or legal holiday in the State
of Georgia, the next day that is not a Saturday, Sunday or legal holiday. Time
is of the essence as it pertains to this Section 3. The "Effective Date" of this
Separation Agreement shall be seven (7) days after the date on which Executive
signs and delivers the Separation Agreement pursuant to this Section, so long as
Executive has not revoked the Separation Agreement pursuant to Section 4 below.
4. REVOCATION. Executive may revoke this Separation Agreement at any time
within seven (7) days after signing and delivering it to Xxxxxxx by notifying
Xxxxxxx Bedding Company, Attention: Xxxxxxx X. XxXxxxxx, Senior Vice President
and General Counsel, Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000,
in writing of Executive's decision to revoke.
5. SEPARATION BENEFITS. Provided that Executive satisfies the conditions of
this Separation Agreement and does not revoke this Separation Agreement, Company
will do the following:
(a) Pay to Executive her unpaid salary through the Separation Date. Such
amount will be paid at the next regular pay period after the Separation Date.
(b) Pay to Executive the Annual Bonus due for fiscal year 2006, if any,
in accordance with Section 3.2 of her Employment Agreement as if Executive had
been employed for all of fiscal year 2006. Such amount will be paid to Executive
when the Company makes payment of other executive bonuses for fiscal year 2006.
(c) Pay to Executive the gross amount of $570,000, which equals two (2)
years of Executive's current salary of $285,000 per year. This amount, less
legal deductions, will be paid in accordance with Executive's current pay
schedule for a period from April 1, 2006 through March 31, 2008 (the "Severance
Pay Period") provided that the first payment shall not be made until after the
expiration of the revocation period, and which first payment will include any
missed payments between the first payment due date and the expiration of the
revocation period.
(d) (i) Executive and Executive's Dependents (as defined below) may
continue to participate in the Company's medical, dental and vision plans at the
same level of participation that was in effect immediately prior to the
Separation Date through the earlier of (i) March 31, 2008, or (ii) the date on
which the Executive commences other employment in connection with which the
Executive elects to receive, in her sole discretion, medical, dental and vision
benefits substantially comparable to those made available by the Company
(including self employment or engaging in an enterprise as a sole proprietor or
partner). Executive shall continue to pay for such coverage at the same rate or
rates that apply from time to time to active employees for comparable coverage.
Notwithstanding the foregoing, if the benefit plan for which Executive is
currently enrolled is no longer offered by Xxxxxxx, then Executive through March
31, 2008 will be eligible to participate in any plan offered to then-current
Xxxxxxx' associates. Executive must pay Executive's portion by deductions from
Executive's severance payments. The 18 month period during which benefits under
the Consolidated Omnibus Budget Reconciliation Act (aka COBRA) are available to
Executive and her Dependants shall begin on the Separation Date and run
concurrently with the benefits available under this Section 5(d)(i).
(ii) After March 31, 2008, but only until the date Executive
commences employment in connection with which the Executive elects to receive,
in her sole discretion, medical, dental and vision benefits substantially
comparable to those made available by the Company (including self employment or
engaging in an enterprise as a sole proprietor or partner), Executive may elect
at any time to participate in any medical, dental and vision plan of the Company
at any level of coverage offered to then-current Xxxxxxx associates for
Executive and Executive's enrolled and qualified spouse as of the Separation
Date for the rest of their natural lives (so long as such person remains a
spouse of the Executive) by paying the current full group premium cost plus an
administrative fee, such fee not to exceed the administrative fee charged by the
Company with respect to COBRA coverage. To elect coverage, Executive shall
notify Xxxxxxx in writing on or before March 31, 2008 in a letter addressed to
Xxxxxxx Bedding Company, Attention: Corporate Benefits Department, Xxx Xxxxxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (or such other address of which
Xxxxxxx notifies Executive in writing) and thereafter Executive shall make the
monthly payments in accordance with the payment instructions below. The
obligation of Xxxxxxx to provide medical, dental and vision coverage to
Executive's enrolled and qualified spouse as of the Separation Date pursuant
hereto shall not be eliminated or otherwise diminished in any manner by reason
of the death of the Executive.
(iii) Beginning with 2007, the new medical, dental and vision rates
will be communicated to the Executive before December 31 of the prior year.
Executive is required to complete all necessary forms required during the open
enrollment period each year. Further, if Executive discontinues her coverage
under the Company's medical, dental or vision plans at any time, she will no
longer be entitled to any of the benefits described in this Section 5(d) with
respect to such plan after such date.
(iv) After the Severance Pay Period expires, all payments shall be
made by sending a check made payable to Xxxxxxx Bedding Company by the 1st of
each month to Xxxxxxx Bedding Company, Attention: Corporate Benefits Department,
Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (or such other address
of which Xxxxxxx notifies Executive in writing). If Xxxxxxx has not received
Executive's check in the full amount by the 5th of each month, then all benefits
for Executive and Executive's enrolled and qualified spouse as of the Separation
Date will be immediately cancelled. If Executive elects to receive, in her sole
discretion, any other insurance coverage providing medical, dental and vision
benefits substantially comparable to those made available by the Company, she
shall promptly notify Xxxxxxx of the effective date thereof in a letter
addressed to Xxxxxxx Bedding Company, Attention: Legal Department, Xxx Xxxxxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (or such other address of which
Xxxxxxx notifies Executive in writing).
(v) As used herein, a "Dependent" is a dependent of Executive
enrolled and qualified in Xxxxxxx' medical, dental and/or vision plans
immediately prior to the Separation Date and will only continue to be a
"Dependent" hereunder for as long as he or she continues to be qualified as
outlined in the applicable health plan documents. Xxxxxxx reserves the right
from time to time to require proof from Executive that Executive's Dependents
are still considered qualified under the applicable health plan documents.
(vi) Except as set forth in clause (g) below, nothing contained
herein shall give Executive any rights to any other Xxxxxxx sponsored benefits,
including without limitation, long term disability, short term disability, and
retirement contributions, except as permitted under those plans for retired
associates.
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(e) Pay all verified and approved expense reports submitted by Executive
to Company within two (2) weeks of the Separation Date in accordance with
Company's current policies, practices and procedures.
(f) Provide an employment reference. Executive must direct all reference
requests to the Chief Executive Officer of Xxxxxxx Bedding Company.
(g) Pay all premiums through November 1, 2006 on life insurance policy
no. 76110207
(h) Pay for an executive physical exam for Executive with Dr. Xxxxxxx
Xxxxxx consistent with the current executive physical exam program offered to
other executives.
(i) Pay the 2006 fees for Xxxxx Xxxxxxx'x financial consulting services
to Executive consistent with the current benefit offered to other senior
managers and executives. Such payment shall be treated as additional
compensation to you in accordance with the Company's historical practices.
(j) Executive agrees that if Executive subsequently engages in activities
prohibited by Section 10 below, then the Company may thereafter immediately
terminate and shall not be required to continue on behalf of the Executive or
her dependents and beneficiaries any compensation provided for in this Section 5
other than those benefits that the Company may be required to maintain for the
Executive under applicable law. Except as expressly provided in this Section
5(j), the Company's obligation to pay all compensation to Executive provided for
in this Section 5 shall be absolute, and shall not be eliminated or otherwise
diminished in any manner by reason of Executive's hereafter commencing other
employment or self-employment, or otherwise.
6. REPURCHASE OF SHARES.
(a) Class A Shares.
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(i) Until such date as the audited financial statements for fiscal year 2006
are available (the "Threshold Date"), Holdings shall not exercise its rights
(the "Class A Call Right") pursuant to Section 3.5(b)(i) of the Securityholders
Agreement dated as of December 19, 2003 among Executive, Holdings and the other
parties thereto (the "SH Agreement") to repurchase the 5,233.50 Class A shares
that Executive currently owns. After the Threshold Date, Holdings' exercise of
the Class A Call Right shall be in its sole discretion and in accordance with
the applicable provisions of the SH Agreement.
(ii) In the event of any exercise by Holdings of the Class A Call Right, then
upon the Board of Directors' determination of the current Fair Market Value (as
defined in the SH Agreement) of the Class A shares, Holdings agrees to provide
Executive an affidavit signed by the Executive Vice President and Chief
Financial Officer of Holdings which (i) identifies the ranges of the stock value
for the Class A stock as determined by the outside third party who does such
valuations on behalf of Holdings and (ii) states that the Board determination of
the current Fair Market Value was consistent with past practices in making such
determinations. Executive agrees that such information is considered
Confidential Information under the terms of the Supplement and represents and
warrants that she will not disclose to any third party or use for her own
benefit or gain the information provided in the affidavit with the only
exception being that this information may be disclosed to her attorneys at
Xxxxxx & Xxxxxx LLP who represented her in the negotiation of this Separation
Agreement.
(iii) Notwithstanding any provisions in the SH Agreement or otherwise to the
contrary, Executive hereby waives any and all rights pursuant to Section
3.5(a)(i) of the SH Agreement to cause Holdings to purchase the Class A Shares
owned by Executive.
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(b) Class B Shares.
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(i) Pursuant to Section 2(b) and 3(a) of the Senior Manager Amended
and Restated Restricted Stock Agreement dated as of April 1, 2006 by and between
Executive and Holdings (the "RSA"), the vesting of Executive's Restricted Class
B stock has terminated, and Holdings may now, or at such later date, as the case
may be, exercise the following rights:
(A) With respect to Executive's 10,753.69 Class B shares that have
vested as of the Separation Date, Holdings shall not exercise its rights (the
"Class B Call Right") pursuant to Section 3(a) of the RSA to repurchase such
shares until the Threshold Date. After the Threshold Date, Holdings' exercise of
such Class B Call Right shall be in its sole discretion and in accordance with
the applicable provisions of the RSA.
(B) For the portion, if any, of Executive's 3,046.88 Class B shares
that may become Vested Shares pursuant to Section 2(b) of the RSA if Holdings
meets the performance requirements for fiscal year 2006 as set forth in Section
2(a)(i)(A) of the RSA (it being expressly acknowledged and agreed that
notwithstanding any language in said Section 2(b) to the contrary, a portion of
said Class B shares will become vested shares in accordance with said Section
2(a)(i)(A) of the RSA in any case in which less than, but at least 90% of, the
Target EBITDA is met for fiscal year 2006), Holdings may, in its sole
discretion, exercise its right to repurchase any such vested shares on a date
that is no earlier than 180 days after such shares become vested. For the
portion, if any, of these shares that do not vest pursuant to the performance
requirements for 2006, then Holdings will repurchase these unvested shares at
Executive's original purchase price of one xxxxx per share within thirty (30)
days of the Measurement Date in 2007.
(C) For all Class B shares that have vested or that do vest pursuant
to Section 6(b)(i)(A) and (B) above, Executive and Xxxxxxx agree that,
notwithstanding any terms previously agreed to by the parties, such vested
shares will be repurchased by Holdings at the then current Fair Market Value (as
defined in the RSA) at the time of such repurchase as determined by the Board of
Directors of Xxxxxxx.
(D) Holdings hereby exercises its right to repurchase 43,552.43 of
the Executive's unvested Class B shares at Executive's original purchase price
of one xxxxx per share, or $435.52, which amount will be paid within thirty (30)
days of the Effective Date of this Separation Agreement. These shares shall be
deemed repurchased upon payment by Xxxxxxx to Executive.
(ii) In the event of any exercise by Holdings of the Class B Call Right, then
upon the Board of Directors' determination of the current Fair Market Value
(as defined in the RSA) of the Class B shares, Holdings agrees to provide
Executive an affidavit signed by the Executive Vice President and Chief
Financial Officer of Holdings which (i) identifies the ranges of the stock
value for the Class B stock as determined by the outside third party who
does such valuations on behalf of Holdings and (ii) states that the Board
determination of the current Fair Market Value was consistent with past
practices in making such determinations. Executive agrees that such
information is considered Confidential Information under the terms of the
Supplement and represents and warrants that she will not disclose to any
third party or use for her own benefit or gain the information provided in
the affidavit with the only exception being that this information may be
disclosed to her attorneys at Xxxxxx & Xxxxxx LLP who represented her in
the negotiation of this Separation Agreement.
Executive further agrees that the obligations of Holdings to make payments
pursuant to Sections 6(a) and 6(b) above are subject to there being no Cash
Deferral Condition existing (as such term is defined in Section 3(d) of the
RSA and Section 3.5(a)(iv) of the SH Agreement).
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7. RELEASE.
(a) Subject to Executive's right to revoke this Separation Agreement as
stated above, by signing this Separation Agreement, Executive gives up and
releases Xxxxxxx, each subsidiary and affiliate of Company or Holdings, or both;
and their respective employee welfare benefit plans, employee retirement benefit
plans, successors and assigns (including, in their representative capacities,
all present and former shareholders, directors, officers, partners, fiduciaries,
agents, representatives and employees of those companies and other entities)
(collectively the "Released Parties") from and promises never to xxx or lodge
any charge or complaint whether as a named plaintiff, class member, or otherwise
against the Released Parties with respect to any and all rights and claims that
Executive may have against the Released Parties, including without limitation
any and all rights and claims to or for attorneys' fees, whether or not
Executive presently is aware of such rights or claims or suspects them to exist.
These rights and claims include, but are not limited to, any and all rights and
claims which Executive may have under, or arising out of, Title VII of the Civil
Rights Act of 1964, as amended; the Americans with Disabilities Act, as amended;
the Age Discrimination in Employment Act of 1967, as amended; and any other
federal, state or local statute, ordinance, executive order, or common law.
Executive specifically releases any and all claims of/for discrimination on the
basis of age, gender, race, national origin, religion and/or retaliation. These
rights and claims also include, but are not limited to, any and all rights and
claims that Executive may have under any agreement or contract (other than this
Separation Agreement). This release includes any and all claims that might exist
at the time Executive executes this Separation Agreement, whether known or
unknown to Executive. These rights and claims do not include any rights or
claims which arise after the date on which Executive signs and delivers this
Separation Agreement to Company or any vested rights Executive has (if any)
under any retirement benefit plan sponsored by Company, and do not include any
rights or claims (including, without limitation, any claims for indemnification)
existing under this Separation Agreement.
(b) Executive further gives up and releases [ ] its successors and
assigns (including all present and former shareholders, directors, officers,
partners, fiduciaries, agents, representatives and employees of those companies
and other entities) (collectively the "[ ] Released Parties") from and
promises never to xxx or lodge any charge or complaint whether as a named
plaintiff, class member, or otherwise against the [ ]Released Parties
with respect to any and all rights and claims that Executive may have against
the [ ] Released Parties relating to her employment with Company or her
investments in Holdings, including without limitation any and all rights and
claims to or for attorneys' fees, whether or not Executive presently is aware of
such rights or claims or suspects them to exist.
(c) The Company and Holdings give up and release Executive from and
promise never to xxx or lodge any charge or complaint whether as a named
plaintiff, class member, or otherwise against the Executive with respect to any
and all rights and claims that the Company or Holdings may have against the
Executive, including without limitation any and all rights and claims to or for
attorneys' fees, whether or not the Company or Holdings presently is aware of
such rights or claims or suspects them to exist. These rights and claims also
include, but are not limited to, any and all rights and claims that the Company
or Holdings may have under any agreement or contract (other than this Separation
Agreement, the SH Agreement, RSA, and the Employment Agreement, but in each case
only with respect to any ongoing obligations thereunder). This release includes
any and all claims that might exist at the time the Company and Holdings execute
this Separation Agreement, whether known or unknown to the Company or Holdings.
These rights and claims do not include any rights or claims which arise after
the date on which the Company and Holdings sign and deliver this Separation
Agreement, and do not include any rights or claims existing under this
Separation Agreement, the SH Agreement, RSA, and the Employment Agreement, but
in each case only with respect to any ongoing obligations thereunder.
8. FALSE CLAIMS REPRESENTATIONS, COOPERATION AND PROMISES: Executive has
disclosed to Company any and all information Executive has concerning any
conduct involving Xxxxxxx or any affiliate that Executive has any reason to
believe may be unlawful. Executive promises to cooperate fully with Xxxxxxx in
any investigation Xxxxxxx or any affiliate undertakes into matters occurring
during Executive's employment with Xxxxxxx or any affiliate. Executive agrees
that, as and when requested by Xxxxxxx, Executive will fully cooperate with
Xxxxxxx or any affiliate in effecting a smooth transition of Executive's
responsibilities to others. Executive will promptly and fully cooperate with
Xxxxxxx or any affiliate and its representatives in any dispute, litigation,
arbitration, administrative or similar proceeding with respect to claims arising
from events occurring or alleged to have occurred during her employment with
Xxxxxxx. If Executive is contacted as a potential witness to any claim or in any
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litigation, Executive will notify Xxxxxxx of any such contact or request within
two (2) days after learning of it and will permit Xxxxxxx to take all steps it
deems to be appropriate, if any, to prevent Executive's involvement, or to be
present during any such discussions. This section does not prohibit Executive's
participation as a witness to the extent otherwise legally required, but does
require that Executive provide Xxxxxxx with notice and the opportunity to object
and/or participate. Before Executive discloses any Xxxxxxx' information or
engages in any other activity that could possibly violate the promises Executive
has made herein, Executive promises that Executive will discuss Executive's
proposed actions with the Senior Vice President and General Counsel at (770)
392-2502, who will advise Executive in writing whether the proposed actions
would violate these promises.
9. NO ADMISSION. This Separation Agreement does not constitute an admission by
the Released Parties of any liability to Executive, and Executive understands
and agrees that the Released Parties deny any liability to Executive.
10. OBLIGATIONS AND RESTRICTED ACTIVITIES. In consideration of the benefits as
set forth herein, and other good and valuable consideration, the adequacy of
which Executive acknowledges, Executive, intending to be legally bound, agrees
to continue to be bound by the obligations and restrictions as set forth in
Sections 2, 4, 5 and 6 of the Supplement and terms shall remain binding and
enforceable during the periods set forth therein. Defined terms as used in those
Sections 2, 4, 5 and 6 of the Supplement shall have the specific meanings as
defined in Section 2 of the Supplement.
11. GENERAL
(a) The Company agrees to pay Xxxxxx & Xxxxxx LLP up to $5,000 for its
services to Executive in negotiating this Separation Agreement. Such payment
will be made upon receipt of an itemized invoice identifying the attorneys who
provided such services, the services performed and the amount of time and the
date such services were performed, which invoice shall be provided to the
General Counsel for Xxxxxxx. The payment will be made within 45 days of the
receipt of such invoice but in no case earlier than the Effective Date of this
Separation Agreement.
(b) Executive shall be entitled to indemnification to the fullest extent
provided by Delaware law and Xxxxxxx' organizational documents as now in effect
against any expense (including, without limitation, attorneys' fees), fine,
penalty, liability or damages incurred by Executive in connection with any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which she currently is or hereafter becomes involved as a
result of her employment with Xxxxxxx and performance of duties pursuant to her
Employment Agreement. Xxxxxxx hereby represents and warrants that all corporate
action has been taken, and all approvals and consents have been obtained, as may
be necessary for Xxxxxxx to extend full indemnification to Executive after the
Separation Date including, without limitation, continuing to fund Executive's
defense of any currently ongoing action, suit or proceeding.
(c) This Separation Agreement contains the entire agreement of Xxxxxxx
with Executive and replaces all prior and contemporaneous agreements,
communications and understandings, whether written or oral, with respect to
Executive's employment with Company and its termination and all related matters,
including the Employment Agreement, excluding only Executive's rights and
obligations, if any, that survive the Employment Agreement as specifically set
forth above. The parties further agree that no amendment or modification of this
Separation Agreement shall be valid or binding upon any of them unless made in
writing and signed by all parties hereto. Except to the extent expressly set
forth herein, the Separation Agreement does not affect ongoing rights and
obligations of the parties under the SH Agreement, RSA and any related
agreements concerning Class A or Class B stock held by Executive after the
Effective Date.
(d) This Separation Agreement shall be binding upon and inure to the
benefits of the parties hereto and their respective heirs, representatives,
successors, transferees and assigns forever. This Separation Agreement shall not
be assignable by Executive but shall be freely assignable by Xxxxxxx, provided
that any assignment by Xxxxxxx shall expressly provide that (i) the assignee
affirmatively assumes all the obligations, duties and responsibilities imposed
upon Xxxxxxx pursuant to this Separation Agreement and (ii) Xxxxxxx is not in
any manner relieved of any such obligations, duties or responsibilities
hereunder.
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(e) Xxxxxxx and Executive intend for every provision of the Separation
Agreement to be fully enforceable. If a court with jurisdiction of this
Separation Agreement determines that all or part of any provision of this
Separation Agreement is unenforceable for any reason, Xxxxxxx and Executive
intend for each remaining provision and part to be fully enforceable as though
the unenforceable provision or part had not been included in this Separation
Agreement.
(f) This Separation Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia, without regard to the conflict
of laws principles thereof, except with respect to (i) Section 10 of this
Separation Agreement, which shall expressly be governed by and construed in
accordance with the choice of law provisions of the Supplement, and (ii) Section
11(b) of this Separation Agreement, which shall be construed in accordance with
Delaware law as provided therein.
(g) This Separation Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.
12. EXECUTIVE'S FULL REVIEW. Executive acknowledges that Executive has read
this entire Separation Agreement, that Executive fully understands its meaning
and effect, that Executive's counsel has answered any questions Executive may
have, that no promises or representations have been made to Executive by any
person to induce Executive to enter into this agreement other than the express
terms set forth herein, and that Executive has voluntarily signed this
Separation Agreement.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, Executive and a duly authorized representative of
Company and Holdings have signed this Separation Agreement to be effective as
provided herein.
Xxxxxxx Bedding Company
By: /s/ Xxxxxxx X. Xxxxxxxxx Date: 4/10/06
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President, CFO,
Assistant Treasurer & Assistant Secretary
Xxxxxxx Company
By: /s/ Xxxxxxx X. Xxxxxxxxx Date: 4/10/06
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President, CFO,
Assistant Treasurer & Assistant Secretary
Executive
/s/ Xxxxxx X. Xxxxxx Date: 4/7/06
---------------------------------- -------
Xxxxxx X. Xxxxxx
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