Exhibit 10.11
GAMETECH INTERNATIONAL, INC.
AMENDED
EMPLOYMENT
AGREEMENT
This AMENDED EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into at Tempe, Arizona on this 1ST day of October, 1997 by and between
GameTech International Inc., a Delaware corporation ("GTI" or the "Company"),
and XXXXXXX X. XXXXX ("Executive").
Whereas:
a. The Company and Executive have entered into that previous Executive
Employment Agreement dated August 14, 1997 whereby Executive was
employed as the CHIEF EXECUTIVE OFFICER of the Company.
b. The Company and Executive desire to amend the Executive Employment
Agreement, and;
c. The Company and Executive wish pursuant to this Agreement to set forth
their full and complete understandings in respect to the
above-mentioned employment relationship, replacing any and all
previous understandings and agreements.
NOW, THEREFORE, in consideration of the provisions hereinafter
described, Company and Executive agree as follows:
1. DUTIES OF EXECUTIVE
During the term of this Agreement, Executive shall be employed by the
Company as its CHIEF EXECUTIVE OFFICER and in that capacity shall perform all
functions and duties consistent with such position on behalf of the Company
in an efficient, trustworthy and professional manner, as reasonably required
by the Board of Directors of the Company or the Board of Directors governing
any successor entity to the Company (the "Board").
Executive agrees to devote substantially all of his working time and
energy to the performance of his duties under this Agreement so long as his
employment under this Agreement is continued by the Company.
Notwithstanding the above, Executive shall be entitled to reasonable
absences for administrative meetings and to pursue other outside activities.
Executive also shall be permitted to serve as a member of the Board of
Directors of other organizations, subject to approval by the Board, on a case
by case basis. Such approval shall be granted if it can be reasonably
demonstrated that such service does not involve a competitor of the Company
or its Enterprises and does not materially interfere with effective
performance of Executive's duties under this Agreement.
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2. TERM OF AGREEMENT
Unless terminated sooner in accordance with the provisions of this
Agreement, the Company shall employ Executive and Executive accepts such
employment under the conditions set forth herein for a TWO (2) year term (the
"Term") beginning on the effective date of this Agreement and ending upon the
close of business on SEPTEMBER 30, 1999. Notwithstanding the foregoing, if
this Agreement is not terminated in accordance with the provisions herein on
or before the expiration of its initial Term, such Term shall continue, and
the Agreement shall continue in force for successive TWO (2) year periods
unless, at least NINETY (90) days prior to the expiration of the initial Term
of the Agreement, or NINETY (90) days prior to the expiration of any
subsequent TWO (2) year Term, either Executive or the Company gives the other
party written notice of its intent to terminate the Agreement at the end of
such Term.
3. DEFINITIONS
For purposes of this Agreement, the following terms shall have the
meanings set forth in this Paragraph 3:
a. "ANNUAL BASE SALARY" or "BASE SALARY" shall mean the annual base
salary rate in effect for Executive from time to time during the
Term of this Agreement in accordance with the provisions of
Paragraph 4.a. of this Agreement.
b. "ANNUAL BONUS" or "BONUS" shall mean a cash payment available
annually (or as otherwise provided for in this document) to
Executive in addition to Base Salary as determined in accordance
with Paragraph 4.b. of this Agreement.
c. "CAUSE" shall mean (i) Executive's conviction for any felony
involving moral turpitude; or (ii) any conduct by Executive which
is materially injurious to the Company or its Enterprises. (Such
cause for conduct shall exist if Executive is guilty of
dishonesty, gross neglect of duty hereunder, or other act or
omission which impairs Company's ability to conduct its ordinary
business in its usual manner.) Such cause will be determined upon
a meeting of the Company's Board of Directors.
d. "CHANGE OF CONTROL" shall mean any of the following events: (i) the
Company consolidates with, or merges with or into, another entity
or sells, assigns, conveys, transfers, leases or otherwise
disposes of all or substantially all of the Company's assets to
any entity, or any entity consolidates with, or merges with or
into, the Company and the Company is not the surviving
Corporation; (ii) the liquidation or dissolution of the Company;
(iii) during any consecutive two year period, individuals who at
the beginning of such period constituted the Board (together with
any new
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directors whose election by such Board or whose nomination for
election by the stockholders of the Company was approved by a
vote of the majority of the directors then still in office who
were either directors at the beginning of such period or whose
election or nomination was previously so approved) cease for any
reason to constitute a majority of the Board then in office, or
(iv) any person or group (as such terms are defined in Section
13(d) and 14(d) under the Securities Exchange Act of 1934 (the
"Exchange Act")) is or becomes the beneficial owner (as defined
in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, except that
a person will be deemed to have beneficial ownership of all
securities that such person has the right to acquire, whether
such right is exercisable immediately or only after the passage
of time) directly or indirectly of more than 30% of the total
voting power entitled to vote in the election of the Board;
PROVIDED, however, that such person or group shall not include
any person or group that is the beneficial owner of more than 5%
of the total voting power as of the date of this Agreement.
e. "COMPENSATION COMMITTEE" means the Compensation Committee of the
Board of Directors.
f. "CONSTRUCTIVE TERMINATION" shall mean Executive's voluntary
Termination of Service within twelve (12) months following a
Change of Control or within ninety (90) days following the
occurrence of one or more of the following events, except if such
event is approved in writing by Executive prior to its occurrence:
(i) A failure by the Company to abide by any part of this Agreement
that is not remedied within thirty (30) business days after
receiving written notification by Executive of such failure;
(ii) A material reduction in Executive's title or responsibilities.
(iii) Relocation of Executive's primary place of work to an area
other than the location of the Company's principal executive
offices.
g. "DISABILITY" shall be deemed to have occurred if Executive makes
application for or is otherwise eligible for disability benefits
under any Company-sponsored long-term disability program covering
Executive, and Executive qualifies for such benefits. In the
absence of a Company-sponsored long-term disability program
covering Executive, Executive shall be presumed to be totally and
permanently disabled if so determined by the Company's Board
following the Board's review of two independent medical opinions
satisfactory to the Board certifying that Executive will be
permanently
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unable to perform his normal duties as a result of a physical or mental
condition
h. "ENTERPRISE" shall mean any joint venture, business pursuant to a joint
operating agreement, or other alliance or affiliated business of the
Company, including but not limited to The Satellite Bingo Network, LLC.
i. "EXECUTIVE'S SPOUSE" shall mean Executive's spouse upon the execution of
this Agreement, except as otherwise designated herein. (All spousal
pension benefits under this Agreement shall be non-transferable should
Executive remarry.)
j. "FISCAL YEAR" shall mean the twelve-month period beginning November 1,
unless the Company, with the approval of the Internal Revenue Service,
shall establish a different fiscal year.
l. "SERVICE" shall mean Executive's full-time or substantially full-time
employment with the Company, or any affiliated organization, including
any leave of absence approved by the Board.
m. "TERMINATION OF SERVICE" shall mean Executive's termination of Service
for any reason whatsoever, including death.
4. EXECUTIVE'S RIGHTS WHILE EMPLOYED BY THE COMPANY
a. BASE SALARY
Beginning on the effective date of this Agreement during the Term, the
minimum Annual Base Salary payable to Executive shall be TWO-HUNDRED
THOUSAND, FIVE-HUNDRED DOLLARS ($200,500.00). Such Base Salary shall
be paid in equal bi-monthly installments on the Company's normal
payroll dates. Executive's Base Salary shall be reviewed annually by
the Compensation Committee if any, otherwise by the Board, and may be
increased but not decreased from time to time based on prevailing
market conditions, performance of the Executive and other
considerations.
b. ANNUAL BONUS
All fiscal year bonus amounts will be determined by and awarded in the
sole discretion of the Compensation Committee if any, otherwise
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by the Board commensurate with Executive's performance and the overall
performance of the Company, or pursuant to a plan which may be adopted
by the Company making payment of bonuses contingent upon achievement
of goals and objectives set by the Board for the fiscal period.
c. LONG-TERM INCENTIVES
Executive shall participate in any Long-Term Incentive Plan that may
be designed specifically for Executive or provided to other executives
of the Company during the Term. (Grants to Executive under such
Long-Term Incentive Plan shall be no less favorable to Executive in
amount and other key design features, including vesting restrictions,
with any other plans provided to any other executive at the Company.)
d. FRINGE BENEFITS AND OTHER
The Company shall provide Executive with the following:
(i) Such benefits and perquisites, including but not limited to
disability income, deferred compensation or any form of savings
or retirement plan, and an automobile allowance as may from time
to time be provided to other executives of the Company. Such
benefits and perquisites shall exclude fees paid for Board or
Board Committee service, which are hereby included in
Executive's Base Salary. Benefits and perquisites shall be
provided at the same proportional cost to Executive as that paid
by other executives of the Company who participate in such
programs;
(ii) Reasonable vacation/sick leave each year during the Term not less
than THIRTY (30) days. Executive is allowed to accrue a maximum
of SIXTY (60) full days of unused vacation/sick leave time. Said
vacation/sick leave shall not reduce Executive's compensation
under this Agreement;
(iii) Payment of premiums on professional liability insurance for
Executive;
(iv) Payment of dues for such professional societies and associations of
which Executive is a member that benefit the Company;
(v) Nothing in this Agreement shall be construed as limiting or
restricting any benefit to Executive under any pension,
profit-sharing or similar retirement plan, or under any group
life or group health or accident or other plan of the Company,
for the benefit of its employees generally or a group of them,
now or hereafter in existence.
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(vi) It shall be at the Board's discretion to grant any other fringe
benefits to Executive.
5. EXECUTIVE'S RIGHTS UPON TERMINATION OF SERVICE
a. FOR REASON OF VOLUNTARY RESIGNATION CONSTITUTING CONSTRUCTIVE TERMINATION
OR TERMINATION BY THE COMPANY WITHOUT CAUSE
In the event of Executive's Termination of Service for reason of (i)
voluntary resignation by Executive constituting Constructive
Termination, (ii) Executive's Termination of Service by the Company
without Cause or (iii) Executive's Termination of Service for any
reason except those specifically described in paragraphs 5.b through
5.f herein, Executive (or if Executive dies while benefits remain
under this Agreement, Executive's beneficiaries as designated in
accordance with the provisions of Paragraph 9 herein) shall be
entitled to receive the following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of any
previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned by
Executive pursuant to any plan (if necessary, the Company may
pay such Bonus when all bonuses for that Fiscal Year are
calculated and paid) through the date of Executive's Termination
of Service;
(ii) Immediate vesting of any stock options or other rights previously
provided to Executive under any Company Long-Term Incentive Plan;
and
(iii) Payment of a lump sum amount equal to TWO (2) years of Executive's
Base Salary.
In the event of a Change of Control, Executive shall be also be
entitled to the protections outlined in Paragraph 7 herein.
b. FOR REASON OF EXPIRATION OF THE TERM OF THIS AGREEMENT
In the event of Executive's Termination of Service for reason of
expiration of the Term of this Agreement pursuant to Paragraph 2
thereof, Executive (or if Executive dies while benefits remain due
under this Agreement, Executive's beneficiaries as designated in
accordance with the provisions of Paragraph 9 thereof) shall be
entitled to receive the following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of any
previously unpaid Base Salary and any Bonus granted and previously
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unpaid or the pro-rata portion of any Bonus earned by
Executive pursuant to any plan (if necessary, the Company
may pay such Bonus when all bonuses for that Fiscal Year
are calculated and paid) through the date of Executive's
Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company
Long-Term Incentive Plan;
(iii) Payment of any Disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement.
(iv) Payment of a lump sum amount equal to ONE(1) year of
Executive's Annual Base Salary.
c. FOR REASON OF DISABILITY
In the Event of Executive's Termination of Service for reason of
Disability, Executive (or if Executive dies while benefits remain
due under this Agreement, Executive's beneficiaries as designated
in accordance with the provisions of Paragraph 9 hereof) shall be
entitled to receive the following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of
Service of and previously unpaid Base Salary and any Bonus
granted and previously unpaid or the pro-rata portion of
any Bonus earned by Executive pursuant to any plan (if
necessary, the Company may pay such Bonus when all bonuses
for that Fiscal Year are calculated and paid) through the
date of Executive's Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company
Long-Term Incentive Plan;
(iii) Payment of any disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement;
(iv) Payment of a lump sum amount equal to the remaining Term
of Executive's Base Salary.
d. FOR REASON OF DEATH
In the Event of Executive's Termination of Service for Reason of
Death,
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Executive's beneficiaries as designated in accordance with the
provisions of Paragraph 9 hereof shall be entitled to receive the
following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of
service of any previously unpaid Base Salary and any Bonus
granted and previously unpaid or the pro-rata portion of
any Bonus earned by Executive pursuant to any plan (if
necessary, the Company may pay such Bonus when all bonuses
for that Fiscal Year are calculated and paid) through the
date of Executive's Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company
Long-Term Incentive Plan;
(iii) Payment of any other benefits provided by the Company in
accordance with the terms and conditions of such benefits
and this Agreement.
(iv) Payment of a lump sum amount equal to the remaining Term
of Executive's Base Salary. (Payment to be made to
Executive's Estate.)
e. FOR REASON OF VOLUNTARY RESIGNATION NOT CONSTITUTING CONSTRUCTIVE
TERMINATION
In the event of Executive's Termination of Service for reason of
voluntary resignation by Executive not constituting Constructive
Termination, Executive shall be entitled to receive the following
upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of
Service of any previously unpaid Base Salary and any Bonus
granted and previously unpaid or the pro-rata portion of
any Bonus earned by Executive pursuant to any plan (if
necessary, the Company may pay such Bonus when all bonuses
for that Fiscal Year are calculated and paid) through the
date of Executive's Termination of Service:
(ii) Performance of Company obligations with respect to
Executive's exercise of any stock options or other rights
previously granted to Executive under any Company
Long-Term Incentive Plan provided such options or other
rights have vested as of the date of the termination of
Executive's service in accordance with any agreement
between the Company and Executive covering such options or
other rights;
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(iii) Payment of any Disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement.
f. FOR REASON OF CAUSE
In the Event of Executive's Termination of Service for reason of
Cause, the Company's obligations to Executive shall be limited to:
(i) Payment immediately upon Executive's Termination of
Service of any previously unpaid Base Salary;
(ii) Performance of Company obligations with respect to
Executive's exercise of any stock options or other rights
previously granted to Executive under any Company
Long-Term Incentive Plan provided such options or other
rights have vested as of the date of the termination of
executive's service in accordance with any agreement
between the Company and Executive covering such options or
other rights.
6. MITIGATION AND OFFSET REQUIREMENTS
Executive shall not be required to mitigate the amount of any
benefit provided for in this Agreement by actively seeking
alternative employment during the period in which such benefits are
paid. In addition, except as provided for in Paragraph 8 hereof,
Executive shall not be required to offset any such benefits
provided for in this Agreement by amounts earned as a result of
Executive's employment or self-employment during the period in
which Executive is entitled to receive such benefits.
7. ADDITIONAL RIGHTS UPON A CHANGE OF CONTROL
In addition to Executive's rights to effect a Constructive
Termination of Service within TWELVE(12) months upon a Change of
Control, the Term of this Agreement shall be automatically extended
through the close of business TWENTY-FOUR(24) months following the
effective date of any Change of Control.
8. BREACH OF CONFIDENTIALITY OR ENTERING INTO A DIRECT COMPETITION
a. DURING THE AGREEMENT PERIOD
During the period in which this Agreement remains in force and
while Executive is entitled to receive any benefits under this
Agreement, Executive shall not, without prior written consent of
the Board or pursuant to and consistent with the order of any
court, legislative body or regulatory agency, (a) engage directly
or indirectly (including by way of example only, as a principal,
partner, venturer, employee or agent) nor have any direct or
indirect interest, in any business which competes with
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the Company or its Enterprises in any material way, (b) disclose to any
third party, either directly or indirectly, any non-public information
regarding the Company's or its Enterprises' business, customers,
financial condition, strategies or operations the disclosure of which
could possibly harm the Company or its Enterprises in any material way.
Clause (a) above shall not apply to any investment by Executive in the
stock of a publicly-traded corporation, provided such investment
constitutes less than five percent (5%) of such corporation's voting
shares.
In the event that, Executive violates clauses (a) or (b) above,
Executive's rights to any benefits under this Agreement shall
immediately terminate.
b. UPON TERMINATION OF AGREEMENT
It is understood and agreed that the nature of the methods employed in
Company's business are such that Executive will be placed in a close
business and personal relationship with the customers of Company. Thus,
for a period of TWO (2) years immediately following the termination of
Executive's employment (or retirement by Executive), for any reason
whatsoever, so long as Company continues to carry on the same or similar
business, said Executive shall not, for any reason whatsoever, directly
or indirectly, for him or on behalf of, or in conjunction with, any
other person, persons, company, partnership, corporation or business
entity:
(i) call upon, divert, influence or solicit or attempt to call upon,
divert, influence or solicit any customer or customers of Company;
(ii) divulge the names and addresses or any information concerning any
customer of Company;
(iii) own, manage, operate, control, be employed by, participate in or be
connected in any manner with the ownership, management, operation or
control of the same, similar, or related line of business as that
carried on by Company within a radius of TWENTY-FIVE (25) miles from
any then existing or proposed office of Company; and
(iv) make any public statement or announcement, or permit anyone else to
make any public statement or announcement that Executive was formerly
employed by or connected with Company.
The covenants set forth herein shall not include any period(s) of violation
of any covenant or any period(s) of time required for litigation to enforce
any covenant. If the provisions set forth are determined to be too broad to
be enforceable at law, then the area and/or length of time shall be reduced
to such area and time and that shall be enforceable.
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9. DESIGNATION OF BENEFICIARIES
Executive shall have the right at any time to designate any person(s) or
trust(s) as beneficiaries to whom any benefits payable under this Agreement
shall be made in the event of Executive's death prior to the distribution of
all benefits due Executive under this Agreement. Each beneficiary designation
shall be effective only when filed in writing with the Company during
Executive's lifetime. If Executive designates more than one beneficiary,
distributions of cash payments shall be made in equal proportions to each
beneficiary unless otherwise provided for in Executive's beneficiary
designation.
The filing of a new beneficiary designation shall cancel all
designations previously filed. Any finalized marriage or divorce (other than
common law marriage) of Executive subsequent to the date of filing a
beneficiary designation shall revoke such designation unless (a) in the case
of divorce, the previous spouse was not designated as beneficiary, and (b) in
the case of marriage, Executive's new spouse had previously been designated
as beneficiary. Executive's Spouse shall join in any designation of a
beneficiary other than Executive's Spouse.
If Executive fails to designate a beneficiary as provided for above, or
if the beneficiary designation is revoked by marriage, divorce or otherwise
without execution of a new designation, or if the beneficiary designated by
Executive dies prior to distribution of the benefits due Executive under this
Agreement, the Board of Directors of the Company shall direct the
distribution of any benefits due under this Agreement to Executive's estate.
10. SUCCESSORS
Except as provided for in Paragraph 9 above, the rights and duties of a
party hereunder shall not be assignable by that party PROVIDED, HOWEVER, that
this Agreement shall be binding upon and shall inure to the benefit of any
successor of the Company, and any such successor shall be deemed substituted
for the Company under the terms of this Agreement. The term successor as used
herein shall include any person, firm, corporation or other business entity
which at any time, by merger, purchase or otherwise, acquires substantially
all of the assets or business of the Company.
11. ATTORNEYS' FEES
a. SUBSEQUENT TO ANY CHANGE OF CONTROL
Subsequent to any Change of Control, in any action at law or in equity
brought by either party hereto to enforce any of the provisions or rights
under this Agreement, the Company, in addition to bearing its own expenses,
shall pay to Executive all costs, expenses and reasonable attorneys' fees
incurred therein by Executive (including without limitation such costs,
expenses and fees on any appeals), and if Executive shall recover judgment
in any such action or proceeding, such costs, expenses and attorneys' fees
shall be included as part of such judgment.
b. PRIOR TO ANY CHANGE OF CONTROL
Prior to any Change of Control, in any action at law or in equity to
enforce any of the
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provisions or rights under this Agreement, the unsuccessful party to
such litigation, as determined by the Court in a final judgment or decree,
shall pay the successful party or parties all costs, expenses and
reasonable attorneys' fees incurred therein by such party or parties
(including without limitation such costs, expenses and fees on any
appeals), and if such successful party or parties shall recover judgment
in such action or proceeding, such costs, expenses and attorneys' fees
shall be included as part of such judgment.
Notwithstanding the foregoing provisions, in no event prior to a Change
of Control shall the successful party or parties be entitled to recover an
amount from the unsuccessful party or parties for costs, expenses and
attorneys' fees that exceeds the costs, expenses and attorneys' fees incurred
by the unsuccessful party in connection with the action or proceeding.
12. ARBITRATION
Company and Executive agree with each other that any claim of Executive
arising out of or relating to this Agreement or the breach of this Agreement
or Executive's employment by Company, including, without limitation, any
claim for compensation due, wrongful termination and any claim alleging
discrimination or harassment in any form shall be resolved by binding
arbitration, except for claims in which injunctive relief is sought and
obtained. The arbitration shall be administered by the American Arbitration
Association under its Commercial Arbitration Rules at the American Arbitration
Association Office nearest Executive's place of employment. The award entered
by the arbitrator shall be final and binding in all respects and judgment
thereon may be entered in any Court having jurisdiction.
13. ENTIRE AGREEMENT
With respect to the matters specified herein, this Agreement contains
the entire agreement between the Company and Executive and supersedes all
prior written agreements, understandings and commitments between the Company
and Executive. No amendments to this Agreement may be made except through a
written document signed by the Executive and approved in writing by the
Company's Board.
14. VALIDITY
In the event that any provision of this Agreement is held to be invalid,
void or unenforceable, the same shall not affect, in any respect whatsoever,
the validity of any other provision of this Agreement.
15. PARAGRAPHS AND OTHER HEADINGS
Paragraphs and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretations of this Agreement.
16. NOTICE
Any notice or demand required or permitted to be given under this
Agreement shall be made in writing and shall be deemed effective upon the
personal delivery thereof if delivered or, if
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mailed, FORTY-EIGHT (48) hours after having been deposited in the United
States mail, postage prepaid, and addressed, in the case of the Company, to
the attention of the Board of Directors at the Company's then principal place
of business, presently 0000 Xxxx 0xx Xxxxxx, Xxxxx, Xxxxxxx 00000 and, in the
case of Executive, to 00 XXXXXX XXXXX, XXXXXXXXXXX, XXXXXXXXXXX 00000. Either
party may change the address to which such notices are to be addressed to it
by giving the other party notice in the manner herein set forth.
17. RIGHT OF EMPLOYMENT
Nothing stated or implied by this Agreement shall prevent the Company
from terminating the Service of Executive at any time nor prevent Executive
from voluntarily terminating Service at any time.
18. WITHHOLDING TAXES AND OTHER DEDUCTIONS
To the extent required by law, the Company shall withhold from any
payments due Executive under this Agreement any applicable federal, state or
local taxes and such other deductions as are prescribed by law or Company
policy.
19. APPLICABLE LAW
To the full extent controllable by stipulation of the Company and
Executive, this Amendment shall be interpreted and enforced under Arizona law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized representative(s) and Executive has affixed his
signature as of the date first written above.
EXECUTIVE COMPANY
/s/ Xxxxxxx X. Xxxxx GAMETECH INTERNATIONAL, INC.
-------------------------
XXXXXXX X. XXXXX
BY: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
CHAIRMAN, AND CEO
BY: /s/ Xxxx X. Held
-----------------------------------
XXXX X. HELD (BOARD MEMBER)
BY: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
XXXXXXXX X. XXXXXXX (BOARD MEMBER)
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