ENGAGEMENT AGREEMENT
Exhibit
10.30
AGREEMENT
effective as of the 1st
day of
October, 2008 between Capital Gold Corporation, a Delaware Corporation having
an
office at 00 Xxxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, XX 00000 (hereinafter referred to as the “Company”), and Xxxx
Xxxxxxxx, an individual residing at 0000 Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000
(hereinafter referred to as “Xxxxxxxx”).
This
agreement (the “Agreement”) supersedes and replaces the executive employment
agreement by and between the Company and Xxxxxxxx originally dated May 1, 2006
as subsequently amended August 29, 2007, November 13, 2007 and July 17,
2008.
IN
CONSIDERATION OF the
premises and mutual covenants and conditions herein contained, the Company
and
Xxxxxxxx hereby agree as follows:
1. Engagement.
The
Company agrees to engage Xxxxxxxx, and Xxxxxxxx agrees to serve the Company
as
the Chief Operating Officer for the Company upon the terms and conditions
hereafter set forth. The duties of Xxxxxxxx shall be consistent with his
position as Chief Operating Officer, and shall be those duties customarily
performed by an executive of his experience. In this regard, unless and until
Xxxxxxxx is notified otherwise by the Company, Xxxxxxxx’x duties shall include,
among other things, serving as the President of Minera Santa Xxxx, S.A. de
C.V.,
a subsidiary of the Company incorporated in Mexico. Xxxxxxxx shall report to
the
President of the Company. During the term of engagement, Xxxxxxxx shall not
directly or indirectly pursue any other business activity without the prior
written consent of the President, with the exception of activity that does
not
materially interfere with his duties hereunder and passive personal investments
not in breach of any other term or provision hereof. Xxxxxxxx agrees to travel
to whatever extent is reasonably necessary in the conduct of the Company’s
business, at the Company’s expense and pursuant to the Company’s standard
policies and procedures.
2. Term.
This
Agreement becomes effective as of October 1, 2008 and shall expire on August
31,
2009 (the Engagement Period”). Subject to the provisions of Section 7 herein,
the Engagement Period shall automatically renew for successive one-year periods
unless either party provides the other party with written notice of its intent
not to renew at least thirty (30) days prior to the expiration of the then
current Engagement Period.
3. Compensation
And Other Benefits.
(a) Base
Fee.
For his
services to the Company during the Engagement Period, the Company shall pay
Xxxxxxxx a fee at the annual rate of not less than Two Hundred Seventy-Five
Thousand ($258,750) Dollars (the “Annual Fee”) payable in equal monthly
installments.
(b) Bonus.
Xxxxxxxx shall be eligible for any annual incentive bonus opportunity offered
by
the Company to executive officers of the Company as Xxxxxxxx’x level. In the
event of any conflict between this Agreement and any incentive bonus plan
adopted by the Company for its officers and employees, this Agreement shall
control. The amount of this bonus, as well as the criteria necessary to earn
a
bonus, may be changed at any time by the Company and shall be within the sole
discretion of the Company. All bonuses paid pursuant to this Agreement will
be
subject to applicable withholdings and deductions, if applicable, and will
be
paid no earlier than fifteen (15) days and no later than ninety (90) days after
the Company’s fiscal year end for which the bonus is earned. If Xxxxxxxx’x
engagement terminates, voluntarily or by the Company for Cause, prior to the
last day of the fiscal year for which the bonus applies, Xxxxxxxx acknowledges
that he is not entitled to any bonus not yet paid at the time of the termination
because any such unpaid bonus will not be earned, vested, due, or owing.
Xxxxxxxx hereby expressly forfeits and waives any such unpaid
bonus.
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(c) As
an
independent contractor, Xxxxxxxx will not participate in the Company’s Group
Medical program or 401K pension program.
(d) Company
Vehicle.
Xxxxxxxx shall be entitled to use one of the Company’s vehicles located on site
at the Company’s property in Sonora, Mexico only as necessary to meet Xxxxxxxx’x
duties and obligations hereunder. Xxxxxxxx may not utilize any vehicle owned
by
the Company for personal use unrelated to Xxxxxxxx’x duties and obligations
hereunder.
4. Independent
Contractor.
Nothing
herein shall be construed to create an employer-employee relationship between
the Company and Xxxxxxxx. Xxxxxxxx is an independent contractor and not an
employee of the Company or any of its subsidiaries or affiliates. The
consideration set forth in Section 3 shall be the sole consideration due
Xxxxxxxx for the services rendered hereunder. It is understood that the Company
will not withhold any amounts for payment of taxes from the compensation of
Xxxxxxxx hereunder.
5. Services.
Xxxxxxxx agrees to serve the Company faithfully and to the best of his ability,
and to devote substantially all of his business time, labor, skill, attention
and best ability to the performance of his duties hereunder in a manner which
will faithfully and diligently further the business and interests of the
Company. All services required to be rendered by Xxxxxxxx may be rendered for
the benefit of any of the Company’s affiliates or subsidiaries, but no liability
shall attach to such affiliate or subsidiary for the payment of any compensation
hereunder.
6. Expenses.
During
the period of his engagement, Xxxxxxxx will be reimbursed for his reasonable
and
necessary documented expenses incurred by him pursuant to his engagement
hereunder, as they are incurred.
7.
Termination.
(a) Termination
for Cause.
The
Company may discharge Xxxxxxxx for: (i) failure or refusal to perform the
services required hereunder; (ii) a material breach by Xxxxxxxx of any of the
terms of this Agreement; or (iii) Xxxxxxxx’x conviction of a crime that either
results in imprisonment or involves embezzlement, dishonesty, or activities
injurious to the Company or its reputation. Whether Cause exists under this
Agreement shall be determined by the Company in its reasonable
discretion.
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(b) Without
Cause.
This
Agreement may be terminated by the Company without Cause at any time, such
termination to be effective thirty (30) days after Xxxxxxxx’x receipt of written
notice from the Company. Should the Company terminate the Agreement without
cause, one year’s Base Fee shall be paid in full.
(c) Death
or Disability.
This
Agreement shall terminate upon the death or disability of Xxxxxxxx. For purposes
of this subsection (c), “disability” shall mean the inability of
Xxxxxxxx
effectively to substantially provide the services hereunder by reason of any
medically
determinable physical or mental impairment which can be expected to result
in
death
or
which has lasted or can be expected to last for a continuous period of not
less
than
twelve
(12) months.
(d) Resignation.
Xxxxxxxx shall have the right to terminate this Agreement upon not less than
sixty (60) days prior written notice of termination.
(e) Material
Breach. This
Agreement may be terminated by Xxxxxxxx for a material breach by the Company
of
any of the terms of this Agreement, upon thirty (30) days’ written notice
specifying the breach, and failure of the Company to either (i) cure or
diligently commence to cure the breach within the 30-day notice period, or
(ii)
dispute in good faith the existence of the material breach.
(f) Change
of Control.
The
Agreement can be terminated Upon a Change of Control as defined in the November
13, 2007 Agreement Regarding Change In Control (“Change In Control Agreement”)
entered into by and between the Company and Xxxxxxxx. The Change In Control
Agreement, is hereby amended as follows and, as amended, remains in effect:
Sections 2.1 and 6 thereof are amended to exclude the Company’s termination of
Xxxxxxxx due to Xxxxxxxx’x death as a basis for Xxxxxxxx’x entitlement to Change
In Control Benefits . All references to Xxxxxxxx’x salary are changed to
Xxxxxxxx’x Annual Fee.
(g) Section
409A.
(i)
Anything in this Agreement to the contrary notwithstanding, if on the date
of
termination of Xxxxxxxx’x services with the Company, as a result of such
termination, Xxxxxxxx would receive any payment that, absent the application
of
this Section 7(g)(i), would be subject to interest and additional tax imposed
pursuant to Section 409A(a) of the Code as a result of the application of
Section 409A(2)(B)(i) of the Code, then such payment shall be payable on the
date that is the earliest of (A) six (6) months after Xxxxxxxx’x termination
date, (B) Xxxxxxxx’x death or (C) such other date as will not result in such
payment being subject to such interest and additional tax.
(ii)
It
is the intention of the parties that payments or benefits payable under this
Agreement not be subject to the additional tax imposed pursuant to Section
409A
of the Code. To the extent such potential payments or benefits could become
subject to such Section, the parties shall cooperate to amend this Agreement
with the goal of giving Xxxxxxxx the economic benefits described herein in
a
manner that does not result in such tax being imposed.
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8. Effect
of Termination.
(a) In
the
event that this Agreement is terminated for "cause" pursuant
to
subsection 7(a), the Company shall pay Xxxxxxxx, at the time of such
termination, only the fees and any reasonable and necessary business expenses
incurred by him in connection with his services (less any applicable
withholdings and deductions), all due and payable to him through the date of
the
termination of this Agreement.
(b) In
the
event that this Agreement is terminated without cause pursuant
to
subsection 7(b), the Company shall pay Xxxxxxxx a cash termination payment
equal
to Xxxxxxxx’x Annual Fee in effect upon the date of termination, payable in
equal monthly installments beginning in the month following Xxxxxxxx’x
termination. Such termination payments shall cease immediately in the event
that
Xxxxxxxx violates any provision of Sections 9 and/or 10 herein. In addition,
the
Company shall pay Xxxxxxxx any reasonable and necessary business expenses
incurred by Xxxxxxxx in connection with his duties, all to the date of
termination and payable in a lump sum, less any applicable holdings and
deductions, as soon as administratively practicable following Xxxxxxxx’x
termination.
(c) In
the
event this Agreement is terminated at his election pursuant to subsection 7(d)
or due to Xxxxxxxx’x death or disability pursuant to subsection 7(c), the
Company shall pay to Xxxxxxxx, the same amount as provided for in subsection
8(a) above, in the same manner as provided for therein.
(d)
In the
event this Agreement is terminated for material breach by Xxxxxxxx pursuant
to
subsection 7(e), the Company shall pay to Xxxxxxxx termination payments in
an amount equal to three (3) months’ of Xxxxxxxx’x Annual Fee plus an amount
equal to one (1) month of the Annual Fee for each full year of Xxxxxxxx’x
engagement after Xxxxxxxx’x first year of providing services to the Company,
less applicable holdings and deductions, after the date such notice is given.
Such termination payments shall be paid in equal monthly installments to
Xxxxxxxx beginning in the month following Xxxxxxxx’x termination. Such
termination payments shall be paid so long as Xxxxxxxx is not in breach of
any
term of this Agreement, including, without limitation, Sections 9 and 10 hereof.
In addition, the Company shall pay to Xxxxxxxx all accrued fees and any
reasonable and necessary business expenses incurred by Xxxxxxxx in connection
with his duties, all to the date of termination and payable in a lump sum,
less
applicable holdings and deductions, as soon as administratively practicable
following Xxxxxxxx’x termination.
(e) In
the
event of a Termination Upon a Change of Control as defined in the Change In
Control Agreement, the Company’s obligation to Xxxxxxxx shall be as set forth in
the Change In Control Agreement.
9. Confidentiality.
(a)
The
term “Confidential Information” shall include, but not be limited to, the whole
or any portion or phase of (i) any confidential, or proprietary or trade secret,
technical, business, marketing or financial information, whether pertaining
to
(1) the Company or its Affiliates, (2) its or their suppliers, or (3) any third
party which the Company or its Affiliates is under an obligation to keep
confidential including, but not limited to, methods, know-how, techniques,
systems, processes, software programs, works of authorship, supplier lists,
projects, plans, and proposals, and (ii) any software programs and programming
prepared for the Company’s benefit whether or not developed, in whole or in part
by Xxxxxxxx. For purposes of this Agreement, “Confidential Information” shall
include, but shall not be limited to, strategies, analysis, concepts, ideas,
or
plans; operating techniques; demographic and trade area information; prospective
site locations know-how; improvements; discoveries, developments; designs,
techniques, procedures; methods; machinery, devices; drawings; specifications;
forecasts; new products; research data, reports, or records; marketing or
business development plans, strategies, analysis, concepts or ideas; contracts;
general financial information about or proprietary to the Company, including,
but not limited to, unpublished financial statements, budgets, projections,
licenses, and costs; pricing; personnel information; and any and all other
trade
secrets, trade dress, or proprietary information, and all concepts or ideas
in
or reasonably related to the Company’s business. All such Confidential
Information is extremely valuable and is intended to be kept secret to the
Company; is the sole and exclusive property of the Company or its Affiliates;
and, is subject to the restrictive covenants set forth herein. The term
Confidential Information shall not include any information generally available
to the public or publicly disclosed by the Company (other than by the act or
omission of Xxxxxxxx), information disclosed to Xxxxxxxx by a third party under
no duty of confidentiality to the Company or its Affiliates, or information
required by law or court order to be disclosed by Xxxxxxxx.
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(b)
Xxxxxxxx shall not, without the Company’s prior written approval, use, disclose,
or reveal to any person or entity any of the Company’s Confidential Information,
except as required in the ordinary course of performing duties hereunder.
Xxxxxxxx shall not use or attempt to use any Confidential Information in any
manner which has the possibility of injuring or causing loss, whether directly
or indirectly, to the Company or any of its Affiliates.
(c)
In
the event that Xxxxxxxx’x engagement with the Company is terminated for any
reason whatsoever, he shall return to the Company, promptly upon the Company’s
written request therefore, any documents, photographs, tapes, discs, memory
devices, and other property containing Confidential Information which were
received by him during his engagement, without retaining copies
thereof.
10. Non-Competition;
Non-Solicitation; Anti-Raiding; Non-Disparagement.
Without
the prior written approval of the Chief Executive Officer or the President
of
the Company, Xxxxxxxx shall not, directly or indirectly, during his engagement
and until the end of one hundred eighty (180) days after termination of
engagement (however such termination occurs, including, without limitation,
termination pursuant to Section 7(a), 7(b), 7(c), 7(d) or 7(g)):
(a)
Engage in a “Competing Business’’ in the “Territory”, as those terms are defined
below, whether as a sole proprietor, partner, corporate officer, employee,
director, shareholder, consultant, agent, independent contractor, trustee,
or in
any other manner by which Xxxxxxxx holds any beneficial interest in a Competing
Business, derives any income from any interest in a Competing Business, or
provides any service or assistance to a Competing Business. “Competing Business”
shall mean any business that mines or produces minerals which is competitive
with the business of the Company or any of its Affiliates (defined below),
as
conducted or under development at any time during the term of engagement.
“Affiliates” shall mean any entity controlled by or under common control with
the Company or any joint venture, partnership or other similar entity to which
the Company is a party. “Territory” shall mean anywhere in the state of Sonora,
Mexico. The provisions of this Section 10 will not restrict Xxxxxxxx from
owning less than five percent of the outstanding stock of a publicly-traded
corporation engaged in a Competing Business;
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(b)
Acquire, lease or otherwise obtain or control any beneficial, direct or indirect
interest in mineral rights, or other rights or lands necessary to develop,
any
mineral property in which the Company or any of its Affiliates at the time
of
termination as a beneficial interest or is actively seeking to acquire, or
that
is within a distance of five (5) kilometers from any point on the outer
perimeter of any such property in which the Company or any of its affiliates
has
a beneficial interest or that it is seeking to acquire;
(c)
Conduct any exploration or production activities or otherwise work on or in
respect of any mineral property within a distance of five (5) kilometers from
any point on the outer perimeter of any mineral property in which the Company
or
any of its affiliates then has a beneficial interest or is actively seeking
to
acquire;
(d)
(i) Contact or solicit, or direct or assist others to contact or solicit,
for the purpose of promoting any person’s or entity’s attempt to compete with
the Company or any of its Affiliates, in any business carried on by the Company
or any of its Affiliates during the period in which Xxxxxxxx was a consultant
of
the Company, any suppliers, independent contractors, vendors, or other business
associates of the Company or any of its Affiliates that were existing or
identified prospective suppliers, independent contractors, vendors, or business
associates during such period, or (ii) otherwise interfere in any way in
the relationships between the Company or any of its Affiliates and their
suppliers, independent contractors, vendors, and business
associates;
(e)
(i) Solicit, offer engagement to, otherwise attempt to hire, or assist in
the hiring of any employee or officer of the Company or any of its Affiliates;
(ii) encourage, induce, assist or assist others in inducing any such person
to terminate his or her engagement with the Company or any of its Affiliates;
or
(iii) in any way interfere with the relationship between the Company or any
of its Affiliates and their employees; or
(f)
Make
any public statement or perform or do any other act prejudicial or injurious
to
the reputation or goodwill of the Company or any of its Affiliates or otherwise
interfere with the business of the Company or any of its
Affiliates.
11. Acknowledgments.
Xxxxxxxx acknowledges that the covenants contained in Sections 9 and 10,
including those related to duration, geographic scope, and the scope of
prohibited conduct, are reasonable and necessary to protect the legitimate
interests of the Company. Xxxxxxxx acknowledges that the covenants contained
in
Sections 9 and 10 are designed, intended, and necessary to protect, and are
reasonably related to the protection of, the Company’s trade secrets, to which
he will be exposed and with which he will be entrusted. Specifically, without
limitation, Xxxxxxxx is entrusted with trade secrets regarding: the strategic
planning initiatives; business development plans; budgets; financial
information; management training; future business plans; and operational
strategies and procedures. Xxxxxxxx understands that any breach of
Sections 9 or 10 will also constitute a misappropriation of the Company’s
proprietary rights, and may constitute a theft of the Company’s trade secrets
under applicable local, state, and federal statutes, and will result in a claim
for injunctive relief, damages, and/or criminal sanctions and penalties against
Xxxxxxxx by the Company, and possibly others.
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12. Forfeiture
of Profits Related to Option Exercises.
If
Xxxxxxxx breaches Section 9 or 10 of this Agreement, the Company shall have
the
right to repurchase any or all shares of common stock of the Company purchased
by the Xxxxxxxx upon the exercise of options within the twelve (12)-month period
immediately preceding the breach at the exercise price of the option, or if
the
Xxxxxxxx no longer holds such shares of common stock purchased on exercise
of
options, the Xxxxxxxx shall pay to the Company an amount equal to the gross
profits that Xxxxxxxx received on the sale of such shares calculated as the
aggregate sale price of such shares of common stock less the exercise price.
Nothing contained in this Section 12 shall be construed as prohibiting the
Company from pursuing any other remedies available to it in the event of the
breach of Sections 9 or 10, including the equitable remedies set forth in
Section 14.
13. Non-Exclusivity
of Rights.
Amounts
that are vested benefits or that Xxxxxxxx is otherwise entitled to receive
under
any plan, policy or program of, or contract or agreement with the Company at
or
subsequent to termination of engagement (however such termination occurs,
including, without limitation, termination pursuant to Section 7(a), 7(b),
7(c),
7(d) or 7(g)) shall be payable in accordance with such plan, policy or program
of, or any contract or agreement except as explicitly modified by this
Agreement.
14. Equitable
Remedies.
The
services to be rendered by Xxxxxxxx and the Confidential Information entrusted
to Xxxxxxxx as a result of his engagement by the Company are of a unique and
special character, and any breach of Sections 9 or 10 will cause the Company
immediate and irreparable injury and damage, for which monetary relief would
be
inadequate or difficult to quantify. the Company will be entitled to, in
addition to all other remedies available to it, injunctive relief and specific
performance to prevent a breach and to secure the enforcement of Sections 9
or
10. Xxxxxxxx acknowledges that injunctive relief may be granted immediately
upon
the commencement of any such action without notice to Xxxxxxxx and in addition
may recover monetary damages. In the event a court requires posting of a bond,
the parties agree to a maximum $5,000 bond. Xxxxxxxx further acknowledges that
his duties under this Agreement shall survive termination of his engagement,
whether the termination is voluntary or involuntary, rightful or wrongful,
and
shall continue until the Company consents in writing to the release of
Xxxxxxxx’x obligations under this Agreement. The parties further agree that the
provisions of Sections 9 and 10 are separate from and independent of the
remainder of this Agreement and that these provisions are specifically
enforceable by the Company notwithstanding any claim made by Xxxxxxxx against
the Company.
15. Attorney’s
Fees.
In the
event Xxxxxxxx breaches, or threatens to breach, any provision of this
Agreement, Xxxxxxxx acknowledges that he shall be solely and fully responsible
for all fees and costs, including without limitation, all attorney’s fees and
costs, incurred by the Company in enforcing this Agreement if the Company is
the
prevailing party in any litigation.
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16. Entire
Agreement; Amendments.
This
Agreement (including all exhibits and the Change In Control Agreement)
constitute the entire understanding between the parties with respect to the
subject matter herein and therein, and they supersede any prior or
contemporaneous understandings or agreements. This Agreement may be amended,
supplemented, or terminated only by a written instrument duly executed by each
of the parties.
17.
Headings.
The
headings in this Agreement are for convenience of reference only and shall
not
affect its interpretation. References to Sections are to Sections of this
Agreement.
18. Gender;
Number.
Words
of gender may be read as masculine, feminine, or neuter, as required by context.
Words of number may be read as singular or plural, as required by
context.
19. Severability.
The
covenants in this Agreement shall be construed as independent of one another,
and as obligations distinct from one another and any other contract between
Xxxxxxxx and the Company. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability
shall not affect any other provisions hereof. It is the intention of the parties
that in the event any provision is held illegal, invalid, or unenforceable,
that
such provision be limited and construed so as to effect the intent of the
parties to the fullest extent permitted by applicable law. Any claim by Xxxxxxxx
against the Company shall not constitute a defense to enforcement by the Company
of this Agreement.
20. Survival.
The
provisions of Sections 7, 9, 10, 11, 12, 13, 14, 15, 16, 19, 20, 21, 22, 23,
24
and 25 shall survive the termination of this Agreement.
21. Notices.
All
notices, demands, waivers, consents, approvals, or other communications required
hereunder shall be in writing and shall be deemed to have been given if
delivered personally, if sent by facsimile with confirmation of receipt, if
sent
by certified or registered mail, postage prepaid, return receipt requested,
or
if sent by same day or overnight courier service to the following
addresses:
|
(i)
|
If
to the Company, to:
|
Capital
Gold Corporation
00
Xxxxxx
Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Tel.
No.:
(000) 000-0000
Fax
No..:
(000) 000-0000
Attention:
President
| (ii) |
If
to Xxxxxxxx, to:
|
Xxxx
Xxxxxxxx
6040
Puma
ridge
Xxxxxxxxx,
XX 00000
Tel.
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
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Notice
of
any change in any such address shall also be given in the manner set forth
above. Whenever the giving of notice is required, the giving of such notice
may
be waived by the party entitled to receive such notice.
22. Waiver.
The
failure of any party to insist upon strict performance of any of the terms
or
conditions of this Agreement shall not constitute a waiver of any of such
party’s rights hereunder.
23. Assignment.
Other
than as provided below, neither party may assign any rights or delegate any
of
obligations hereunder without the prior written consent of the other party,
and
such purported assignment or delegation shall be void; provided that the Company
may assign the Agreement to any entity that purchases the stock or assets of,
or
merges with, the Company or any Affiliate. This Agreement binds, inures to
the
benefit of, and is enforceable by the successors and permitted assigns of the
parties and does not confer any rights on any other persons or
entities.
24. Governing
Law.
This
Agreement shall be construed and enforced in accordance with New York law except
for any New York conflict-of-law principle that might require the application
of
the laws of another jurisdiction.
25. Submission
to Jurisdiction: Service: Waivers.
With
respect to any claim arising out of this Agreement, each party hereto (a)
irrevocably submits, for itself and its property, to the jurisdiction of the
state court located in the City and County of New York, New York, the federal
court located in New York, New York, and appellate courts therefrom, (b) agrees
that the venue for any suit, action or proceeding arising out of or relating
to
this Agreement shall be exclusive to and limited to such courts, and (c)
irrevocably waives any objection it may have at any time to the laying of venue
of any suit, action or proceeding arising out of or relating to this Agreement
brought in any such court, irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum and further irrevocably waives the right to object, with
respect to such claim, suit, action or proceeding brought in any such court
that
such court does not have jurisdiction over it. Each party irrevocably consents
to the service of process in any suit, action or proceeding in any of the
aforesaid courts by the mailing of copies of process to the other party or
parties hereto, by certified or registered mail at the address specified in
Section 21.
IN WITNESS
WHEREOF, this Agreement has been signed by the parties hereto
effective
as of the date first above written.
|
CAPITAL
GOLD CORPORATION
|
|
|
By:
|
s/
Xxxxxxx Xxxxxxxx
|
|
Xxxxxxx
Xxxxxxxx, President
|
|
|
s/Xxxx
Xxxxxxxx
|
|
|
Xxxx
Xxxxxxxx
|
|
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