DATE: 25 MAY 2001
-----------------
RADICA UK LIMITED
XXXX XXXXXXX
EMPLOYMENT AGREEMENT
CONTENTS
CLAUSE PAGE
1 DEFINITIONS 1
2 EMPLOYMENT 4
3 TERM OF EMPLOYMENT 6
4 BENEFIT EXPENSE REIMBURSEMENT 6
5 COMPENSATION 7
6 STOCK OPTIONS 7
7 CONFIDENTIALITY AND RESTRICTIONS FOLLOWING TERMINATION 9
8 TERMINATION 13
9 BENEFIT AND BINDING EFFECT 14
10 COUNTERPARTS 14
11 GOVERNING LAW 14
12 ENTIRE AGREEMENT 15
13 VALIDITY OF PROVISIONS 15
14 MODIFICATIONS OR DISCHARGE 15
15 NOTICES 15
16 NUMBER AND GENDER 16
17 GENERAL PROVISIONS 16
EMPLOYMENT AGREEMENT
DATE 25 May 2001
PARTIES
1 RADICA UK LIMITED, an English company, having a registered address
at The Old Stables, Xxxx'x Farm, Xxxx Xxxxx, Xxxxx XX00 0XX,
Xxxxxxx.
2 XXXX XXXXXXX who resides at 00 Xxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxxxxx
XX0 0XX.
RECITALS
A Radica is engaged through its subsidiaries in designing and
manufacturing electronic and mechanical gifts and games for
worldwide sale, and ODM manufacturing for others.
B Employee is currently General Manager, Radica UK, and has
substantial executive management experience.
C Radica UK desires to secure the services of Employee, and Employee
is willing to provide such services, each upon the terms and
subject to the conditions set forth in this Agreement.
AGREEMENT
1 DEFINITIONS
For the purposes of this Agreement, the parties hereby adopt the
following definitions:
CAUSE:
(i) breach by Employee of a fiduciary obligation to any member
of Radica Group;
(ii) commission by Employee of any act or omission to perform
any act (excluding the omission to perform any act
attributable to Employee's Total Disability) which results
in serious adverse consequences to any member of Radica
Group;
(iii) breach of any of Employee's agreements set forth in this
Agreement including, but not limited to, continual failure
to perform substantially his duties with Radica Group,
excessive absenteeism and dishonesty;
(iv) any attempt by Employee to assign or delegate this
Agreement or any of the rights, duties, responsibilities,
privileges or obligations hereunder without the prior
written consent of Radica (except in respect of any
delegation by Employee of his employment duties hereunder
to other employees of Radica Group in accordance with its
usual business practice);
(v) Employee being charged or indictment for, or written
confession of, a felony or any crime involving moral
turpitude under the laws of the United Kingdom or Bermuda
or the United States or any state of Hong Kong other than
an offence under the Road Traffic Acts for which
non-custodial penalty is imposed;
(vi) death of Employee;
(vii) declaration by a court that Employee is insane or
incompetent to manage his business affairs; or
(viii) the filing of any petition or other proceeding seeking to
find Employee bankrupt or insolvent;
CHANGE IN CONTROL: shall be deemed to have occurred if, at any time
after the commencement of employment hereunder: (i) any person or
group of persons (as defined in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"))
together with its affiliates, excluding employee benefit plans of
Radica, is or becomes, directly or indirectly, the "beneficial
owner" (as defined in rule 13d-3 promulgated under the 0000 Xxx) of
securities of Radica representing 50% or more of the combined
voting power of Radica's then outstanding securities; or (ii) as a
result of a proxy contest, merger, consolidation, sale of assets,
tender offer or exchange offer or as a result of any combination of
the foregoing, Directors who were members of the Board of Directors
of Radica two years prior to such time and new Directors whose
election or nomination for election by Radica's shareholders was
approved by a vote of at least two-thirds of the Directors still in
office who were Directors two years prior to such time, cease to
constitute at least two-thirds of the members of the Board of
Directors of Radica; or (iii) the shareholders of Radica approve a
merger or consolidation of Radica with any other corporation or
entity regardless of which entity is the survivor, other than a
merger or consolidation which would result in the voting securities
of Radica outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or being converted into
voting securities of the surviving entity) at least 50% of the
combined voting power of the voting securities of Radica or such
surviving entity outstanding immediately after such merger or
consolidation; or (iv) the shareholders of Radica approve a plan of
complete liquidation or winding-up of Radica or an agreement for
the sale or disposition by Radica of all or substantially all of
Radica's assets.
EMPLOYEE: Xxxx Xxxxxxx;
GOOD REASON: shall mean the occurrence after a Change in Control of
any of the following events without Employee's express written
consent: (i) the assignment to Employee of duties inconsistent with
his position and status as an executive of the Radica Group, or a
substantial alteration in the nature, status or prestige of
Employee's responsibilities with the Radica Group from those in
effect immediately prior to such Change in Control; or (ii) a
reduction in Employee's base salary or bonus at the rate most
recently approved by the Board prior to the
occurrence of such Change in Control; or (iii) any other material
adverse change in the terms or conditions, including location and
travel, of Employee's employment hereunder following the occurrence
of such Change in Control.
1999 PLAN: the 1999 stock option plan adopted by Radica, as amended
from time to time;
RADICA: Radica Games Limited, a Bermuda company;
RADICA GROUP: Radica and any other corporation or other entity
which at the relevant time is more than fifty percent (50%) owned,
directly or indirectly, by Radica;
RADICA UK: Radica UK Limited, an English company, having a
registered address at The Old Stables, Xxxx'x Farm, Xxxx Xxxxx,
Xxxxx XX00 0XX, Xxxxxxx.
RESTRICTED TERRITORIES: the United Kingdom, the Channel Islands,
the Isle of Man, the Republic of Ireland, France, Germany, Austria,
Belgium, Czech Republic, Greece, Holland, Italy, Portugal,
Scandinavia, Spain, Switzerland and any other country in which
Radica or any company within the Radica Group is resident or
otherwise carries on business at the Termination Date;
TERMINATION: according to the context, the termination of this
Agreement or the cessation of rendering employment services by
Employee;
TOTAL DISABILITY: Employee shall become disabled to an extent which
renders him unable to perform the essential functions of his job,
with or without reasonable accommodation, for a cumulative period
of twelve (12) weeks in any twelve (12) month period.
2 EMPLOYMENT
2.1 Commencing 25 May 2001, Radica UK hereby employs Employee and
Employee hereby accepts employment by Radica UK to serve as
Managing
Director. In such capacity, Employee has responsibility for sales
and distribution of Radica's products in Europe. Employee shall
perform services of an executive nature consistent with his offices
at the level of at least Vice President within the Radica Group as
may from time to time be assigned or delegated to him by the Board
of Directors of Radica ("Board").
2.2 Employee will, unless prevented by sickness, injury or other
incapacity or otherwise agreed by the Board, devote his full
business time and attention to his duties under this Agreement.
There are no normal hours of work applicable to Employee but he
shall work such hours as may be necessary for the proper
performance of his duties. Employee shall not be entitled to
receive any additional remuneration for work outside normal office
hours. Employee agrees, for the purposes of Regulation 5 of The
Working Time Regulations 1998 (the "Regulations"), that Regulation
4 of the Regulations does not apply to him. Radica UK and Employee
agree that Employee's consent, for the purposes of this Clause 2.2,
shall continue indefinitely Provided That Employee may withdraw
such consent at any time by giving Radica UK three months' notice
of his wish to do so.
2.3 Employee shall perform his duties under this Agreement principally
in the United Kingdom and Europe. It is contemplated that Employee
will frequently travel to carry out his duties under this
Agreement, including travel to the offices of Radica subsidiaries
in Dallas, Texas, Hong Kong and California. Air travel and other
travel arrangements will comply with current Radica Group policies
respecting class of travel, etc.
2.4 Radica Group will provide Employee, including his spouse and
children with medical and dental benefits, as provided to other
officers of similar seniority of Radica Group.
2.5 Radica Group will pay to Employee a car allowance of (pound)9,600
per annum to be paid in equal monthly instalments in arrears
(subject to deduction of applicable tax and national insurance),
with each such instalment paid at the same time as instalments of
salary in accordance with Clause 5.1.
2.6 Employee shall have five (5) weeks paid vacation during each year
of this Agreement taken at such times as mutually convenient to
Employee and Radica Group. This vacation is in addition to paid UK
holidays that are allowed under Radica policy.
3 TERM OF EMPLOYMENT
3.1 This Agreement and Employee's employment hereunder shall commence
as of 25 May 2001 and shall continue thereafter unless and until
terminated by either party upon six (6) months' notice in writing
to the other party, such notice expiring at any time.
3.2 Notwithstanding Clause 3.1 above, this Agreement may be sooner
terminated by Radica UK for Cause.
3.3 On termination of this Agreement pursuant to Clause 3.1 above, or
by Radica UK for Cause, all benefits and compensation shall cease
as of the date of such Termination.
3.4 On termination of this Agreement by Employee for Good Reason in the
event of a Change of Control, all salary and benefits shall
continue for the period of six months following such Termination
provided that Employee agrees that he shall not be entitled to any
other severance payment or benefits of payment in lieu of notice by
reason of such Termination.
4 EXPENSE REIMBURSEMENT
4.1 Employee will be entitled to reimbursement by Radica Group for the
proper business expenses paid by him on behalf of Radica Group in
the course of his employment hereunder on presentation to Radica
Group of appropriate vouchers (accompanied by receipts or paid
bills) setting forth information sufficient to establish:
4.1.1 the amount, date, and place of each such expense;
4.1.2 the business reason for each such expense and the nature of the
business benefit derived or expected to be derived as a result
thereof; and
4.1.3 the names, occupations, addresses, and other information sufficient
to establish the business relationship to Radica Group of any
person who was entertained by Employee.
5 COMPENSATION
5.1 Radica UK agrees to pay Employee, and Employee agrees to accept
from Radica UK, for the services to be rendered by him hereunder a
minimum salary at the rate of (pound)80,000 per year payable in
equal monthly instalments in arrears. Employee shall receive annual
salary reviews by the Board on or around 15 February to take effect
on 1 April in each year commencing 2002, provided that such salary
shall not be reduced below (pound)80,000 per year.
5.2 Employee shall be considered for annual bonuses pursuant to the
Radica Games Bonus Policy for officers of Radica Group. Such Radica
Games Bonus Policy describes potential amounts of bonus which may
be earned in respect of each fiscal year, but with no mandatory
amount for any particular employee. .
5.3 If Radica Group institutes a retirement, bonus or other benefit
plan which applies generally to executive officers of Radica Group
of similar status as Employee, Employee shall be entitled to
participate therein, but not to the extent such benefits would be
duplicative of the benefits herein.
5.4 All payments by Radica Group shall be subject to required
withholdings including taxes.
6 STOCK OPTIONS
6.1 Employee has been granted 26,400 stock options under the 1999 Plan
(the "Initial Stock Options").
6.2 Radica shall, following the signing of this Agreement, grant to
Employee an additional option to purchase 6,000 shares of the
common stock of Radica at $3.00 per share (representing the current
market price as of the date of this Agreement) subject to the terms
and conditions of this Clause 6 and the 1999 Plan and subject to
the prior approval of the Board of Directors of Radica. Such stock
options under this Clause 6.2 and the Initial Stock Options are
herein called the "Stock Options".
6.3 The Stock Options shall vest and become exercisable 33.3% per year
for each year Employee is employed by Radica Group following the
date of grant, with the first vesting date occurring on the first
anniversary of the date of grant of the Stock Options.
6.4 The number of shares subject to the Stock Options will be adjusted
for stock splits and reverse splits Provided that such number of
shares shall not be adjusted if Radica should otherwise change or
modify its capitalisation, including but not limited to the
issuance by Radica of new securities (including options or
convertible securities), ESOPs or other employee stock plans. It is
the intent of the parties that the stock subject to the Stock
Options shall be subject to dilution, except for stock splits and
reverse splits.
6.5 Any other provision hereof to the contrary notwithstanding (i) as
of the date of Termination in the event of Termination pursuant to
Clause 3.1 or Termination by Radica UK for Cause or by Employee
without consent of Radica UK, or (ii) six (6) months after the date
of Termination in the event of Termination by Radica UK without
Cause or by Employee for Good Reason in the event of a
Termination/Change in Control or the Total Disability of Employee
(each of such applicable dates being called a "Determination Date")
Employee shall forfeit the Stock Options (measured by percentages
of the stock subject to the Stock Options) and they shall expire as
follows:
6.5.1 if the Determination Date is within the first year after the date
the Stock Option is granted (the "Grant Date") then Employee shall
forfeit 100% of the stock subject to the Stock Option;
6.5.2 if the Determination Date is after the end of said first year and
within the second year after the Grant Date, then Employee shall
forfeit 66.6% of the stock subject to the Stock Option;
6.5.3 if the Determination Date is after the end of said second year and
within the third year after the Grant Date, then Employee shall
forfeit 33.3% of the stock subject to the Stock Option.
6.6 In any event each Stock Option shall expire to the extent not
previously exercised on the tenth anniversary of the Grant Date.
Otherwise, Employee may at any time within ninety (90) days
following the Determination Date, exercise his right to purchase
stock subject to the Stock Options, but subject to the foregoing
provisions respecting vesting and forfeitures.
6.7 Employee shall have no right to sell, alienate, mortgage, pledge,
gift or otherwise transfer the Stock Options or any rights thereto,
except by will or by the laws of descent and distribution, and
except as specifically contemplated in the 1999 Plan. In any event,
any transfer must comply with applicable state and federal
securities laws.
6.8 Upon Termination, Employee shall have no claim against Radica for
loss arising out of ineligibility to exercise any Stock Options
granted to him or otherwise in relation to the 1999 Plan or any
other stock option plan adopted by Radica and the rights of
Employee shall be determined by the provisions of this Clause 6 and
the rules of the 1999 Plan.
6.9 In the event of any conflict between the rules of the 1999 Plan and
the terms of this Clause 6, the terms of this Clause 6 shall take
precedence.
7 CONFIDENTIALITY AND RESTRICTIONS FOLLOWING TERMINATION
7.1 Employee understands and agrees that he has been exposed to (or had
access to), and may be further exposed to (or have access to),
confidential information, knowhow, knowledge, data, techniques,
computer software and hardware, and trade secrets of Radica Group,
including, without limitation, customer or supplier
requirements, notes, drawings, writings, designs, plans,
specifications, records, charts, methods, procedures, systems,
price lists, financial data, records, and customer or supplier
lists (collectively "Confidential Information"). Notwithstanding
the above, the following shall not be considered "Confidential
Information" within the meaning of this sub-Clause: (i) information
known to Employee or to the public at the date of this Agreement;
and (ii) information which hereafter becomes known to the public
through no fault of Employee. Accordingly, except as permitted or
required in the performance of his duties for Radica Group,
Employee agrees not to disclose, divulge, make public, utilise,
communicate or use, whether for his own benefit or for the benefit
of others, either directly or indirectly, any Confidential
Information relating to Radica Group's business unless specifically
authorised in writing by Radica to do so.
7.2 Employee acknowledges that during the course of his employment he
will be privy to Confidential Information and that he will make,
maintain and develop personal knowledge of, influence over and
valuable contacts with customers, suppliers, staff and third
parties. Employee therefore covenants with Radica UK that:
7.2.1 he will not in the Restricted Territories for the period of one
year following Termination directly or indirectly in competition
with Radica UK or Radica Group engage in business with or be in any
way interested in or connected with any concern, undertaking, firm
or body corporate which engages in or carries on within any part of
the Restricted Territories any business which competes with any
business carried on by Radica UK or Radica Group as at Termination
in which Employee was involved on behalf of Radica UK or Radica
Group at any time within the twelve months immediately preceding
Termination and in particular (but without limitation) the business
of the manufacture and distribution of peripherals and accessories
to the video games and PC games market;
7.2.2 he will not in the Restricted Territories for the period of one
year following Termination directly or indirectly:-
7.2.2.1 interfere with or, in competition with Radica UK or
Radica Group in relation to any business which
competes with any business carried on by Radica UK or
Radica Group at Termination in which Employee was
involved on behalf of Radica UK or Radica Group at any
time within the twelve months immediately preceding
Termination, offer or agree to provide goods or
services of any description to, or solicit or
endeavour to entice away from Radica UK or Radica
Group the custom of any person, firm or body corporate
which, at any time during the period of twelve months
immediately preceding Termination, has been a customer
or client of, or in the habit of dealing with, Radica
UK or Radica Group or which, at any time during that
period, was to his knowledge negotiating with Radica
UK or Radica Group in relation to the provision of
goods or services by Radica UK or Radica Group;
7.2.2.2 interfere or seek to interfere with contractual or
other trade relations between Radica UK or Radica
Group and any of its or their respective suppliers in
existence or under negotiation at any time during the
period of twelve months immediately preceding
Termination;
7.2.2.3 solicit the services of or endeavour to entice away
from Radica UK or Radica Group any director, senior or
managerial employee or consultant of Radica UK or
Radica Group known personally to the Executive
(whether or not such person would commit any breach of
his contract of employment or engagement by reason of
leaving the service of such company) or knowingly
employ, assist in or procure the employment by any
other person, firm or body corporate of any such
person.
7.3 The Executive agrees that the restrictions contained in Clause 7.2
shall apply in relation to all customers and suppliers with whom he
personally has had dealings on behalf of Radica UK notwithstanding
that such customers and suppliers may have been introduced to
Radica UK or Radica Group by Employee before or
during his employment with Radica UK. He further agrees that if any
of the restrictions in Clause 7.2 is held to be void or ineffective
for any reason, but would be held to be valid and effective if part
of its wording were deleted, that restriction shall apply with such
deletions as may be necessary to make it valid and effective.
7.4 The restrictions contained in each sub-clause of Clause 7.2 shall
be construed as separate and individual restrictions and shall each
be capable of being severed without prejudice to the other
restrictions or to the remaining provisions.
7.5 Employee waives irrevocably all Moral Rights (as defined in Chapter
IV of Part I of the Copyright, Designs and Patents Act 1988) in any
works produced during his employment in which copyright is vested
in Radica UK or Radica Group whether by virtue of this Clause 7.5
or otherwise. Employee shall promptly communicate and disclose to
Radica Group all information, inventions, improvements,
discoveries, knowhow, methods, techniques, processes, observations
and data ("Proprietary Information") obtained, developed, invented
or otherwise discovered by him in the course of this employment.
All written materials, records, computer programs or data and
documents made by Employee or coming into his possession during the
employment period concerning any Proprietary Information used or
developed by Radica Group, or by Employee, shall be the sole
exclusive property of Radica Group. Employee shall have no right,
title or interest therein notwithstanding that he may have
purchased the medium on which such Proprietary Information is
recorded.
7.6 Upon Termination, Employee shall not take with him any of the
Confidential Information or Proprietary Information. Upon
Termination, or at any time upon the request of Radica, Employee
shall promptly deliver all Confidential Information and Proprietary
information, and all copies thereof, to Radica Group with no cost
or charge to Radica Group. Upon request by Radica, Employee shall
promptly execute and deliver any documents necessary or convenient
to evidence ownership of the Confidential Information and
Proprietary Information by Radica Group, or the transfer and
assignment of the Confidential Information and Proprietary
Information to Radica Group without cost or charge. The provisions
of this Clause 7 shall survive any Termination of this Agreement.
7.7 Employee shall not without the previous written consent of the
Board during the course of his employment:
7.7.1 directly or indirectly engage or be interested in any business
other than that of Radica UK or any company in the Radica Group; or
7.7.2 hold any directorship of any company,
save that he may be interested as a holder or beneficial owner
solely for investment purposes of less than five per cent. of any
securities of any company whose securities are listed or quoted on
any recognised investment exchange in the United Kingdom or in the
United States of America.
8 TERMINATION
8.1 Upon Termination Employee shall immediately resign without claim
for compensation for loss of office (but without prejudice to any
claim he may have against Radica UK arising out of any breach of
this Agreement by Radica UK) from such offices held by him in
Radica UK and any company in the Radica Group and from any other
offices he may hold as nominee or representative of Radica UK and
any company in the Radica Group and Radica UK is irrevocably
authorised by Employee to appoint some person in his name and on
his behalf to sign any documents and do any things necessary or
requisite to give effect to such resignations.
8.2 If either party gives notice to terminate this Agreement, Employee
agrees:
8.2.1 that for a period not exceeding six months the Board may in its
absolute discretion require Employee not to perform any of his
duties and may require him not to have any contact with clients or
customers of Radica UK or Radica Group nor any contact (other than
purely social contact) with such employees of Radica UK or Radica
Group as the Board shall determine and/or may exclude him from any
premises Radica UK or Radica Group (without providing any reason
for doing so); and
8.2.2 that such action on the part of Radica UK shall not constitute a
breach of this Agreement nor shall Employee have any claim against
Radica UK in respect of any such action;
Provided always that throughout such period Employee's salary and
other benefits shall not cease to be paid or provided (unless and
until his employment is terminated).
8.3 Radica UK may elect to terminate the contract immediately and make
a payment of salary in lieu of any applicable period of notice. For
the avoidance of doubt, the right of Radica UK to make a payment in
lieu of notice does not give rise to any right of Employee to
receive such payment.
9 BENEFIT AND BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon
Radica UK and its successors and assigns, including but not limited
to any corporation, person or other entity which may acquire all or
substantially all of the assets and business of Radica UK or any
corporation with or into which it may be consolidated or merged.
Radica UK may assign its rights and obligations to another present
or future member of Radica Group. The rights and obligations of
Employee hereunder may not be delegated or assigned, except that
Employee may, without the prior consent of any member of Radica
Group, assign to his spouse, or to a family member, proceeds of
payments resulting from his death or a disability which, in either
case, occurs after a termination of this Agreement.
10 COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which shall constitute one and the
same instrument.
11 GOVERNING LAW
This agreement shall be governed by and construed in accordance
with the law of England and Wales. The parties submit to the
non-exclusive jurisdiction of the
English Courts as regards to any claim, dispute or matter out of or
relating to this Agreement.
12 ENTIRE AGREEMENT
12.1 This Agreement sets forth and is an integration of all of the
promises, agreements, conditions and understandings among the
parties hereto with respect to all matters contained or referred to
herein, and all prior promises, agreements, conditions,
understandings, warranties or representations, oral, written,
express or implied, are hereby superseded and merged herein.
12.2 This Agreement replaces all previous contracts of service or other
employment arrangements between Employee and Radica UK or any
member of the Radica Group, which shall have no further effect as
from the date of this Agreement.
13 VALIDITY OF PROVISIONS
Should any provision(s) of this Agreement be void or unenforceable
in whole or in part, the remainder of this Agreement shall not in
any way be affected thereby, and such provision(s) shall be
modified or amended so as to provide for the accomplishment of the
provision(s) and intentions of this Agreement to the maximum extent
possible.
14 MODIFICATIONS OR DISCHARGE
This Agreement shall not be deemed waived, changed, modified,
discharged or terminated in whole or in part, except as expressly
provided for herein or by written instrument signed by all parties
hereto.
15 NOTICES
Any notice which either party may wish to give to the other parties
hereunder shall be deemed to have been given when actually received
by the party to whom it is addressed. Notices by Employee to either
Radica UK or Radica USA shall
be sent to both of them. Notices hereunder may be sent by courier,
mail, telefax, telegram or telex, to the following addresses, or to
such other addresses as the parties may from time to time furnish
to each other by like notice:
To. Radica Games Limited
000 Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxx
Xxxxxxxxxx 00000
XXX
Attention: Xxxxxxx X Xxxxx
Telephone: (000) 000 0000
Telefax: (000) 000 0000
To: Employee:
Xx. Xxxx Xxxxxxx
00 Xxxxxx Xxx,
Xxxxxxxxx,
Xxxxxxxxxxxxx XX0 0XX
Telephone:
Telefax:
16 NUMBER AND GENDER
In this Agreement, the masculine shall include the feminine and
neuter and vice versa, and the singular shall include the plural
and vice versa, as the context may reasonably require or permit.
17 GENERAL PROVISIONS
17.1 Employee's previous employment shall count as part of his
continuous employment with Radica UK.
17.2 A contracting out certificate is not in force in respect of
Employee for the purposes of the Xxxxxxx Xxxxxxx Xxx 0000.
IN WITNESS whereof, the parties have executed this Agreement as of the day and
year first above written.
SIGNED by D.C.W. XXXXXX )
for and on behalf of RADICA UK ) /S/ D.C.W. XXXXXX
LIMITED )
SIGNED by XXXX XXXXXXX ) /S/ XXXX XXXXXXX
